Oxford Nanopore Technologies
An IPO case study
Overview
We advised Oxford Nanopore Technologies (“ONT”) on its initial public offering and admission to trading of its ordinary shares onto the standard listing segment of the London Stock Exchange, with an offer size of approximately £524m (based on an offer price of 425 pence per share) and a market capitalisation of £3.4 billion at the start of conditional trading.
This deal has been a highlight of the UK equity capital markets in 2021, and is described by Bloomberg as “one of London’s best-ever debuts”.
The impact
A transformative step for a UK biotech success story and long-standing client
- A vote of confidence in the UK equity market
- High-profile platform and permanent capital structure to support R&D development and ambitious global growth plans
Key facts
£524 MILLION OFFER SIZE
(PRIMARY ISSUE AND SECONDARY SELL-DOWN)
£3.4 BILLION MARKET CAP AT OFFER PRICE
43% JUMP IN MARKET PRICE
BY END OF FIRST DAY OF UNCONDITIONAL TRADING
An achievement for UK science
ONT was founded in 2005 as a spin-out from the University of Oxford, and has pioneered the development and commercialisation of a new technology platform using nanopore based sensing which can be used for the analysis of a range of types of molecules.
ONT’s first products are designed to deliver accessible, rapid, data-rich, DNA/RNA analysis to “enable the analysis of anything, by anyone, anywhere” and are used in scientific applications including biomedical/cancer research and plant, animal, pathogen and environmental analyses.
A long-standing relationship
This transaction represented a key milestone in ONT’s journey as a UK biotech success story. As ONT’s legal advisers since 2009, Slaughter and May has been intimately involved with ONT’s growth from an early stage, including by advising on:
- pre-IPO fundraising rounds, including in 2012, 2013, 2014, 2015, 2016, 2018, 2020 and 2021;
- distribution arrangements; and
- general corporate governance and strategic advice.
A vote of confidence in UK equity capital markets
According to Refinitiv, the ONT IPO has, worldwide, been the third largest biotech IPO so far in 2021.
Though headquartered in the UK, ONT has a significant presence in and exposure to the US. Given that backdrop, the success of the IPO has been seen as a validation of ONT’s decision to choose to list in the UK rather than follow in the footsteps of certain other British pharmaceutical and life-sciences companies which have chosen to list on New York’s more tech-focused Nasdaq exchange.
Interesting features / issues
Our legal advice was instrumental for ONT in navigating the challenging and unique features of the transaction including:
We helped design and implement ONT’s innovative takeover-defence share structure, granting the CEO (or certain replacements, in the event of the CEO no longer being available) voting control of ONT in the event of an undesired takeover or other change of control for three years post-IPO.
We advised on the implementation of Oracle Corporation’s £150m participation in the IPO as a strategic cornerstone investor.
Due to its organic growth and past fundraising rounds, ONT already had a highly diffused shareholder base (including over 60 unconnected institutional shareholders) pre-IPO. We advised ONT on all aspects of management of these interested parties to enable delivery of the project.
