THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION OF THE CIRCULAR TO SHAREHOLDERS OF THE COMPANY ON 2 AUGUST 2023.
Oxford BioDynamics PLC
("OBD", the "Company" or together with its subsidiaries, the "Group")
Result of General Meeting
Director/PDMR Dealings
Oxford, UK 18 August 2023 Oxford BioDynamics PLC (AIM: OBD, "OBD" or the "Company"), a biotechnology company developing precision medicine tests based on the EpiSwitch® 3D genomics platform, announces that all resolutions proposed at the general meeting of the Company held earlier today were duly passed.
Further to the passing of the resolutions at the general meeting of the Company held earlier today, application has been made for 22,457,268 new Ordinary Shares (comprising the VCT/EIS Shares to be issued pursuant to the Placing) to be admitted to trading on the AIM market ("AIM") of the London Stock Exchange ("VCT/EIS Admission"). Application has also been made for 33,133,767 new Ordinary Shares (comprising the General Placing Shares, Subscription Shares and PrimaryBid Shares to be issued pursuant to the Placing, Subscription and PrimaryBid Offer) to be admitted to trading on AIM ("General Admission").
It is expected that VCT/EIS Admission will take place, and trading in the VCT/EIS Shares will commence, at 8.00 a.m. on 21 August 2023 and that General Admission will take place, and trading in the General Placing Shares, Subscription Shares and PrimaryBid Shares will commence at 8.00 a.m. on 22 August 2023.
Following VCT/EIS Admission, the Company's issued ordinary share capital and total voting rights will consist of 169,169,648 Ordinary Shares. Following General Admission, the Company's issued ordinary share capital and total voting rights will consist of 202,303,415 Ordinary Shares. These figures should be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
In addition to the Related Party Transactions disclosed in Section 7 of Part I of the Circular to Shareholders dated 2 August 2023 and the Company's announcement of 2 August 2023, Dr Alexandre Akoulitchev, Chief Scientific Officer, subscribed for 300,000 shares in the PrimaryBid Offer. In line with the intention outlined in the Circular, Paul Stockdale, Chief Financial Officer, subscribed for 90,909 Ordinary Shares in the PrimaryBid Offer. The independent directors of the Company (being all of the Directors other than Alexandre Akoulitchev and Paul Stockdale) having consulted with the Company's nominated adviser, Shore Capital, consider the terms of Alexandre Akoulitchev and Paul Stockdale's aggregate subscription for New Ordinary Shares to be fair and reasonable insofar as the Company's Shareholders are concerned.
The total New Ordinary Shares subscribed for pursuant to the Placing, Subscription and PrimaryBid Offer by the Directors and PDMRs who are participating in the Fundraising, are set out below:
| Director/PDMR | Existing beneficial shareholding | Fundraising Shares | Beneficial shareholding following the Fundraising | Shareholding as a percentage of the Enlarged Issued Share Capital |
| Dr Alexandre Akoulitchev | 6,303,082 | 300,000 | 6,603,082 | 3.26% |
| Dr Jon Burrows | 300,000 | 400,000 | 700,000 | 0.35% |
| Stephan Diggle* | 19,257,847 | 9,090,909 | 28,348,756 | 14.01% |
| Thomas Guiel | 175,000 | 190,000 | 365,000 | 0.18% |
| Dr Ewan Hunter | - | 136,363 | 136,363 | 0.07% |
| Paul Stockdale | 150,000 | 181,818 | 331,818 | 0.16% |
| Matthew Wakefield | 750,000 | 272,727 | 1,022,727 | 0.51% |
* Stephen Diggle's beneficial shareholding is held through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, which are controlled by him.
Director/PDMR Dealings
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Matthew Wakefield | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chairman | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| |
| | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Dr Jon Burrows | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Dr Alexandre Akoulitchev | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Scientific Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Paul Stockdale | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Vulpes Investment Management (a PCA of Stephen Diggle) through Vulpes Life Sciences Fund | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Person closely associated with Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Thomas Guiel | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Operating Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Dr Ewan Hunter | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Data Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Oxford BioDynamics Plc | ||||
| b) | LEI | 2138005Y1TK258O5U928 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
| b) | Nature of the transaction | Purchase | ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 18 August 2023 | ||||
| f) | Place of the transaction | Off market | ||||
For more information:
| Oxford BioDynamics Plc Jon Burrows, CEO Paul Stockdale, CFO
| Tel: +44 (0)1865 518910 |
| PrimaryBid Limited Fahim Chowdhury/James Deal
| |
| Shore Capital - Nominated Adviser Stephane Auton / Iain Sexton
| Tel: +44 (0)20 7408 4090 |
| Instinctif Partners - Financial PR Melanie Toyne-Sewell / Rozi Morris / Adam Loudon | Tel: +44 (0)20 7457 2020 OxfordBioDynamics@instinctif.com |
About Oxford BioDynamics Plc
Oxford BioDynamics Plc (AIM: OBD) is a global biotechnology company, advancing personalized healthcare by developing and commercializing precision medicine tests for life-changing diseases.
Its flagship product is EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer, a predictive immune response profile for immuno-oncology (IO) checkpoint inhibitor treatments, launched in February 2022.
OBD's next commercial product will be the Prostate Screening EpiSwitch® (PSE) blood test, due to be launched in Q4 2023.
In March 2021, the Company launched its first commercial prognostic test, EpiSwitch® CST (Covid Severity Test) and the first commercially available microarray kit for high-resolution 3D genome profiling and biomarker discovery, EpiSwitch® Explorer Array Kit, which is available for purchase by the life science research community.
The Company has developed a proprietary 3D genomic biomarker platform, EpiSwitch®, which can build molecular diagnostic classifiers for the prediction of response to therapy, patient prognosis, disease diagnosis and subtyping, and residual disease monitoring in a wide range of indications.
Oxford BioDynamics has participated in more than 40 partnerships with big pharma and leading institutions including Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General Hospital and Mitsubishi Tanabe Pharma.
The Company has created a valuable technology portfolio, including biomarker arrays, molecular diagnostic tests, bioinformatic tools for 3D genomics and an expertly curated 3D genome knowledgebase comprising hundreds of millions of data points from over 10,000 samples in more than 30 human diseases.
OBD is headquartered in Oxford, UK and is listed on AIM of the London Stock Exchange. It also has a commercial office in Gaithersburg and a clinical laboratory in Frederick, MD, USA, and a reference laboratory in Penang, Malaysia.
For more information, please visit the Company's website, www.oxfordbiodynamics.com, or follow OBD on Twitter (@OxBioDynamics) and LinkedIn.
About EpiSwitch®
The 3D configuration of the genome plays a crucial role in gene regulation. By mapping this architecture and identifying abnormal configurations, EpiSwitch® can be used to diagnose patients or determine how individuals might respond to a disease or treatment.
Built on over 10 years of research, EpiSwitch® is Oxford Biodynamics' award-winning, proprietary platform that enables screening, evaluation, validation and monitoring of 3D genomic biomarkers. The technology is fully developed, based on testing of over 10,000 samples in 30 disease areas, and reduced to practice.
In addition to stratifying patients with respect to anticipated clinical outcomes, EpiSwitch® data offer insights into systems biology and the physiological manifestation of disease that are beyond the scope of other molecular modalities. The technology has performed well in academic medical research settings and has been validated through its integration in biomarker discovery and clinical development with big pharma.
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