AGM Information • May 5, 2016
AGM Information
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This document is important and requires your immediate attention.
If you are in any doubt as to the action to be taken, please consult an appropriately authorised financial adviser immediately. If you have sold or transferred all of your holding of ordinary shares in Oxford BioMedica plc ("Oxford BioMedica" or the "Company"), you should hand this document to the stockbroker, bank or other agent through or to whom the sale or transfer was effected for transmission to the purchaser or transferee.
Notice of Annual General Meeting
Notice of the 2016 Annual General Meeting of the Company to be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH on 7 June 2016 at 10:00 a.m. is set out on pages 01 to 05 of this document. Forms of Proxy for the Annual General Meeting must be received by the Company's registrars as soon as possible, but in any event not later than 10:00 a.m. on 3 June 2016.
This document comprises the Notice of the 2016 Annual General Meeting ("AGM") of Oxford BioMedica.
The resolutions to be put to the meeting cover approval of the Annual Report and Accounts (the "Annual Report") (Resolution 1), the Directors' Remuneration Report (Resolution 2), the reappointment of certain Directors (Resolutions 3 to 6), the reappointment of the auditors (Resolution 7), the renewal of authorities to issue shares and the disapplication of pre-emption rights (Resolutions 8 and 9), and approval to hold general meetings other than AGMs on 14 days' notice (Resolution 10).
On 1 October 2013, requirements relating to the content of the Directors' Remuneration Report became effective, following changes to the Companies Act 2006 (the "Act"). In accordance with the provisions, the Directors' Remuneration Report is represented in two sections: (i) the annual Remuneration Report, which sets out payments made in the financial year ended 31 December 2015; and (ii) a separate Directors' Remuneration Policy in relation to future payments to Directors and former Directors.
The Remuneration Report will, as in the past, be put to an annual shareholder vote by ordinary resolution. The separate Directors' Remuneration Policy, (which is set out on pages 60 to 67 of the Annual Report), sets out the Company's forwardlooking policy on Directors' remuneration (including the approach to exit payments to Directors), and is subject to a binding shareholder vote by ordinary resolution at least every three years.
The Remuneration Policy was approved by shareholders at the 2015 AGM and there have been no changes to the Remuneration Policy since that date. Any payments not in line with the Remuneration Policy will require a separate ordinary resolution to be put to a general meeting. Any future changes to the Directors' Remuneration Policy will also require further shareholder approval.
In accordance with the Company's Articles of Association ("Articles"), certain Directors will retire and offer themselves for reappointment. In accordance with provision B.7.2 of the Financial Reporting Council ("FRC") UK Corporate Governance Code, the performance of the Directors being submitted for reappointment has been evaluated, and the Board recommends that shareholders vote in favour of the proposed reappointments.
Dr Lorenzo Tallarigo has been appointed by the Board since the last AGM. In accordance with Article 33.2 of the Articles, he is submitting himself for re-appointment.
Dr Tallarigo was appointed as Non-Executive Chairman of the Group in February 2016. From 2008 to 2014 he was a member of the Board, and Chairman from 2011, of Intercept Pharmaceuticals. From 2009 to 2014, he held the position of Chief Executive Officer and is still a Board member at Genextra. From 1985 to 2008, he worked at Eli Lilly, where he held various positions in areas of clinical research, pharmaceutical product management and marketing and general management, and latterly as its President of international operations.
Mr Stuart Henderson has been appointed by the Board since the last AGM. In accordance with Article 33.2 of the Articles, he is submitting himself for reappointment.
Mr Henderson has been appointed as a Non-Executive Director and Chair of the Audit Committee with effect from 1 June 2016. Mr Henderson was Head of European Healthcare and Life Sciences at Deloitte and previously Head of Emerging Biotechnology at Arthur Andersen. He has extensive experience in audit and transaction support in Life Sciences.
In accordance with Article 38.1 of the Articles, Mr Martin Diggle is retiring from the Board by rotation and is submitting himself for reappointment.
Mr Diggle was appointed to the Board as a Non-Executive Director in October 2012 and he is a founder of Vulpes Investment Management, a Cayman Fund Manager which currently manages five funds including the Vulpes Life Sciences Fund; one of Oxford BioMedica's largest shareholders. An investment professional with over 30 years' experience in investment banking and fund management, Mr. Diggle has extensive, first-hand knowledge of the global financial markets. He is an expert in emerging markets and Russia, in particular, where he was a partner and director of UBS Brunswick between 1994 and 2003.
Dr Lorenzo Tallarigo Chairman
John Dawson
Chief Executive Officer Paul Blake Chief Development Officer
Martin Diggle Non-Executive Director
Andrew Heath Deputy Chairman and Senior Independent Director
Peter Nolan Chief Business Officer
Tim Watts Chief Financial Officer In accordance with Article 38.2 of the Articles, Mr John Dawson is retiring from the Board by rotation and is submitting himself for reappointment.
Mr Dawson joined Oxford BioMedica's Board as a Non-Executive Director on 1 August 2008. He was appointed Chief Executive Officer on 13 October 2008, having served as Acting Chief Executive Officer since 29 August 2008. From 1996 to 2007 he held senior management positions in the European operations of Cephalon Inc., including from 2005, a management board position as Chief Financial Officer and Head of Business Development Europe. Mr Dawson is currently a Non-Executive Director of Paion AG.
The Audit Committee has reviewed the relationship with the auditors PricewaterhouseCoopers LLP ("PwC") and is satisfied with their effectiveness and that they remain independent.
In the light of Mr Henderson's appointment as Chair of the Audit Committee, the Board has decided that he should be asked to review the relationship with PwC and to make a recommendation to the Board as to whether the audit should be re-tendered for the 2017 audit. Pending this review, the Board recommends that PwC should be reappointed for the 2016 audit.
Resolutions 8 and 9 Under Section 551 of the Act, the Directors cannot allot shares in the Company (other than shares allotted pursuant to an employee share scheme) unless they are authorised to do so by the Company in general meeting. Resolution 8 is proposed as an ordinary resolution to seek a new authority, which will replace any existing authorities granted prior to the AGM. It is proposed that the Directors be authorised to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company, subject to the normal pre-emption rights reserved to shareholders contained in the Act, up to a maximum aggregate nominal amount of £9,009,671, representing approximately one-third of the issued share capital of the Company as at the date of this Notice. In line with The Investment Association (previously the Association of British Insurers or "ABI") ("IA") guidelines, the authority will also permit the Directors to allot an additional one-third of the Company's issued share capital provided such shares are reserved for a fully preemptive rights issue. Resolution 8 reflects the IA's recommendations. Following the merger of ABI Investment Affairs with the Investment Management Association on 30 June, 2014, the Investment Association has assumed responsibility for guidance previously issued by the ABI.
If the Directors wish to use the authority conferred in Resolution 8 to allot shares for cash, Section 561(1) of the Act requires that the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. The shareholders' entitlement to be offered the new shares is known as a "pre-emption right".
However, for legal, regulatory and practical reasons, it might not be possible for new shares allotted by means of a rights issue to be issued to certain shareholders, particularly those resident overseas. Further, it might, in some circumstances, be in the Company's interests for the Directors to be able to allot some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders must first waive these pre-emption rights.
Accordingly, Resolution 9, which reflects the recommendations set out in the Pre-Emption Group's ("PEG") Statement of Principles for the disapplication of pre-emption rights, seeks to modify the pre-emption rights of existing shareholders as follows:
If granted, the authority set out in Resolution 9 will enable the Directors to allot new shares without first offering them to existing shareholders in proportion to their existing holdings and without further reference to shareholders. However, the interests of existing shareholders are protected in that their proportionate interests in the Company cannot be reduced by more than 5 per cent. through the issue of new shares for cash and cannot be reduced by more than a further 5 per cent. through the issue of new shares for cash in connection with an acquisition or a specified capital investment. The Directors confirm that the authority granted by Sub-paragraph (b) (iii) will only be used in accordance with the new PEG guidance. The proposed authorities, if granted, will expire at the conclusion of the 2017 AGM or, if earlier, fifteen months from the date of the passing of the resolutions. It is the Directors' intention to renew these authorities annually.
Resolution 10 is proposed to approve the holding of general meetings, other than AGMs, on 14 days' notice in accordance with the EU Shareholder Rights Directive. The authority will be effective until the 2017 AGM, when it is intended that the approval be renewed again. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 clear days' notice. It is not intended that the shorter notice period would be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
There is a Form of Proxy for use at the AGM enclosed with this document. Shareholders are advised to complete and return the Form of Proxy in accordance with the instructions printed on it so as to arrive at the Company's registrars, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or to submit a proxy vote electronically via www.capitashareportal. com (see note 5), as soon as possible, but in any event no later than 48 hours (excluding any part of a day which is not a working day) before the AGM. The return of a Form of Proxy or the electronic appointment of a proxy does not preclude you from attending and voting at the AGM if you so wish.
The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders, and they recommend shareholders to vote in favour of the resolutions.
Yours faithfully
Lorenzo Tallarigo
Chairman 5 May 2016 Notice is hereby given that the 2016 Annual General Meeting ("AGM") of the Company will be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH on 7 June 2016 at 10:00 a.m. to consider, and if thought fit, pass the following resolutions, of which the resolutions numbered 1 to 8 will be proposed as ordinary resolutions and resolutions numbered 9 and 10 will be proposed as special resolutions.
That the Directors be, and are, hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to:
a. allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £9,009,671;
b. allot further equity securities (within the meaning of section 560(1) of the Act) up to an aggregate nominal amount of £9,009,671 in connection with a rights issue in favour of shareholders where the equity securities respectively attributable to the interest of all shareholders are as proportionate (as nearly as can be) to the respective numbers of ordinary shares held by them, which satisfies the condition and may be subject to all or any of the exclusions specified in paragraph (b) (i) of Resolution 9),
The authority conferred by this resolution shall expire 15 months after the date of the passing of this resolution or at the conclusion of the next AGM of the Company following the passing of this resolution, whichever occurs first (unless previously revoked or varied by the Company in general meeting), save that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.
(dd) directions from any holders of ordinary shares or other persons to deal in some other manner with their respective entitlements; or
(ee) any other matter whatever, which the Directors consider to require such exclusions or other arrangements with the ability for the Directors to allot relevant equity securities not taken up, to any person as they may think fit;
By order of the Board.
Chairman 5 May 2016
In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Act, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6:00 p.m. on 3 June 2016 or, in the event that the meeting is adjourned, in such register not later than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day), shall be entitled to attend, or vote (whether in person or by proxy) at the meeting in respect of the number of shares registered in their names at the relevant time. Changes after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting or any adjourned meeting (as the case may be).
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited ("EUI") specification and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Registrar (ID RA10) by 10:00 a.m. on 3 June 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST members concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Completion and return of a form of proxy will not affect the right of such member to attend and vote in person
section 146 of the Act to enjoy information rights, you may have a right, under an agreement between you and the Shareholder who has nominated you, to be appointed or to have someone else appointed for you as a proxy for the meeting. If you do not have such a right, or you do have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the Shareholder who nominated you as to the exercise of the voting rights attached to the Ordinary Shares in respect of which you
date is 2,702,901,494.
As at 25 April 2016, being the last practicable date before the publication of this Notice, the Company's issued share capital consisted of Ordinary Shares, carrying one vote each, so that the total number of votes at such
Registered in England No. 3252665
Registered Office Windrush Court Transport Way Oxford, OX4 6LT
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