THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR
ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER
SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY
CONTRACT OR COMMITMENT WHATSOEVER.
8 October 2024
Oxford Nanopore Technologies
plc
Notification of intention to transfer
listing category
Oxford Nanopore Technologies plc ("Oxford Nanopore" or the "Company"), the company delivering a new
generation of nanopore-based molecular sensing technology, today
announces that it is proposing to transfer the listing category of
its ordinary shares (the "Ordinary
Shares") from the equity shares (transition) ("Transition") category to the equity
shares (commercial companies) ("ESCC") category on the official list
("Official List") of the
Financial Conduct Authority ("FCA") under Rule 21.5 of the UK Listing
Rules ("UKLR") as modified
by Transitional Provision 2 (the "Transfer").
The provision of a minimum of 20 business days'
notice (which period commenced by way of today's announcement) is
required to effect the Transfer. It is anticipated that the
Transfer will take effect at 8:00 a.m. GMT on 6 November
2024.
No shareholder approval is required in
connection with the Transfer.
This announcement is being made in accordance
with UKLR 21.5.7.
Dr. Gordon
Sanghera, Chief of Executive Officer of Oxford Nanopore,
commented:
"We are proud of all we have achieved
since our IPO in 2021, including significantly growing our
revenues, customer base and impact in the scientific community.
Today we are more excited than ever about the opportunities for our
unique platform, that provides richer, multi-omic data, faster and
more accessibly and affordably. As we look ahead, now is the
right time for Oxford Nanopore to transfer to the ESCC segment. We
believe it will provide exposure to a wider investor base and
eligibility for FTSE index inclusion, enhancing the liquidity of
our shares, for the benefit of our shareholders"
1. Transfer
background and rationale
On 5 October 2021, Oxford Nanopore was admitted
to the standard segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange following the completion of its initial public
offering ("IPO"). The
Company listed on the standard segment since, at the time of its
IPO, the rights attaching to its limited anti-takeover shares
("LAT Shares") made it
ineligible for admission to the premium segment under the former
Listing Rules.
As outlined in the Company's IPO Prospectus,
the LAT Shares could carry their rights for up to three years from
the date of admission. Therefore, on 5 October 2024, the LAT Shares
ceased to carry any of their rights.
Following the implementation of the FCA's new
UKLRs, on 29 July 2024 the Company was automatically 'mapped' to
the Transition category on the Official List. The Transition
category carries forward continuing obligations that applied under
Chapter 14 of the former Listing Rules to companies with a standard
listing prior to 29 July.
The board of directors of the Company (the
"Board") now believes that
a listing in the ESCC category is the most appropriate listing
category for Oxford Nanopore, providing exposure to a wider
investor base and enhancing the liquidity of the Company's shares.
It is anticipated that, subject to the Transfer becoming effective,
being listed in the ESCC category will permit Oxford Nanopore to be
eligible for inclusion in the FTSE UK Index Series at the December
2024 quarterly review. Accordingly, the Board has concluded that it
is in the best interests of the Company and its shareholders as a
whole to effect the Transfer.
The Company has therefore requested that the
FCA approve the Transfer with effect from 8:00 a.m. GMT on 6
November 2024.
2. Effect of
the Transfer under the UK Listing Rules
Following the Transfer, certain additional
provisions of the UKLRs will formally apply to the Company. In
summary these provisions, set out in Chapters 4 - 10 (inclusive) of
the UK Listing Rules apply to companies with a listing in the ESCC
category, and relate to the following matters:
· the requirement
to appoint a sponsor (Chapter 4);
· the application
of certain additional requirements for admission to listing in the
ESCC category (Chapter 5);
· the requirement
to comply with various continuing obligations, including to comply
with all relevant provisions of the UK Corporate Governance Code
(or to provide an explanation for any non-compliance in its annual
financial report), and requirements relating to notifications and
contents of financial information (Chapter 6);
· the requirement
to announce, or obtain shareholder approval for, certain
significant transactions (depending on their size and nature) and
to announce certain transactions with "related parties" of the
Company (Chapters 7 and 8);
· certain
restrictions in relation to the further issuance of shares and the
Company dealing in its own securities and treasury shares (Chapter
9); and
· various specific
content requirements that will apply to circulars issued by the
Company to its shareholders (Chapter 10).
The Company already complies with certain of
these obligations on a voluntary basis.
The Company will remain subject to the City
Code on Takeovers and Mergers as administered by the Takeover
Panel, the UK Market Abuse Regulation regime and the UK Prospectus
Rules.
The Transfer will not have an impact on the
business or commercial activities of the Company. There will be no
material change in the rights and protections of shareholders as a
result of the Transfer.
3.
Eligibility requirements
In accordance with Transitional
Provision 2 of the UKLRs, the Company must comply with the
additional eligibility requirements for companies in the ESCC set
out in UKLR 5.2 - 5.4. The Company has complied with these
requirements:
· the Company
confirms it is not externally managed for the purposes of UKLR
5.2;
· the Company does
not have any controlling shareholders for the purposes of UKLR 5.3;
and
· the Company's
constitution allows it to comply with the UKLRs for the purposes of
UKLR 5.4.
4. Corporate
governance
The Board remains firmly committed
to upholding strong corporate governance. The annual report and
accounts of the Group for the financial year ended 31 December 2023
describe the extent to which the Company applied and complied with
the provisions of the UK Corporate Governance Code throughout that
financial year. The annual report and accounts of the Group to be
published for the financial year ended 31 December 2024 will also
include such a statement.
As at 31 December 2023, the Group
was in full compliance with the provisions of the UK Corporate
Governance Code.
5.
Appointment of sponsor
The Company has appointed Citigroup Global
Markets Limited ("Citi") to
act as its sponsor in relation to the Transfer. Citi also acts as
Joint Corporate Broker to the Company.
6. FTSE
eligibility and inclusion
It is anticipated that, subject to the Transfer
becoming effective and other conditions being met, the Company will
be eligible for inclusion into the FTSE UK Index Series at the
December 2024 quarterly review. Gaining inclusion in the FTSE UK
Index Series is expected to have a positive impact on Oxford
Nanopore's liquidity and trading profile.
7.
Consent
Citi has given and has not withdrawn its written
consent to the inclusion in this announcement of the references to
its name in the form and context in which they are
included.
-ENDS-
Enquiries
For further information, please
contact:
Oxford Nanopore Technologies plc
Investors: ir@nanoporetech.com
Media: media@nanoporetech.com
Citigroup Global Markets
Limited (Joint Corporate Broker and
Sponsor)
Robert Way
Richard Abel
Patrick Evans
+44 (0)20 7500 5000
Teneo (communications adviser to the
Company)
Tom Murray
Olivia Peters
+44 (0) 20 7353 4200
OxfordNanoporeTechnologies@teneo.com
About Oxford Nanopore Technologies plc:
Oxford Nanopore Technologies' goal
is to bring the widest benefits to society through enabling the
analysis of anything, by anyone, anywhere. The Group has developed
a new generation of nanopore-based sensing technology that is
currently used for real-time, high-performance, accessible, and
scalable analysis of DNA and RNA. The technology is used in more
than 125 countries, to understand the biology of humans, plants,
animals, bacteria, viruses and environments as well as to
understand diseases such as cancer. Oxford Nanopore's
technology also has the potential to provide broad, high impact,
rapid insights in a number of areas including healthcare, food and
agriculture.
For more information please
visit: www.nanoporetech.com
Forward-looking statements
This announcement contains certain
forward-looking statements. For example, statements regarding
expected revenue growth and profit margins are forward-looking
statements. Phrases such as "aim", "plan", "expect", "intend",
"anticipate", "believe", "estimate", "target", and similar
expressions of a future or forward-looking nature should also be
considered forward-looking statements. Forward-looking statements
address our expected future business and financial performance and
financial condition, and by definition address matters that are, to
different degrees, uncertain. Our results could be affected by
macroeconomic conditions, the COVID-19 pandemic, delays in our
receipt of components or our delivery of products to our customers,
suspensions of large projects and/or acceleration of large products
or accelerated adoption of pathogen surveillance. These or other
uncertainties may cause our actual future results to be materially
different than those expressed in our forward-looking
statements.
