REG - Ondine Biomedical - Further Result of Fundraising

Ondine BiomedicalAnnouncement

08/05/2024 07:00

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RNS Number : 5120N  Ondine Biomedical Inc.  08 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE
PROHIBITED.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDINE BIOMEDICAL INC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ONDINE BIOMEDICAL INC.

 

 

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation No. 596/2014 as retained as part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and as
it may be modified from time to time by or under domestic law including, but
not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations
2019/310). Upon the publication of this Announcement, this inside information
is now considered to be in the public domain.

 

All references to C$ in this announcement are to Canadian Dollars.

This Announcement uses a £:C$ exchange rate of 1 : 1.71690 as at 16:30 (GMT)
on 1 May 2024.

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

8 May 2024

Ondine Biomedical Inc.

("OBI", "Ondine", or the "Company")

Further Result of Fundraising

 

Further to its announcement on 3 May 2024, Ondine Biomedical Inc. (AIM: OBI),
is pleased to announce that, due to increased demand from existing and new
investors, it has increased the amount raised in its Placing, to a revised
total of approximately £3.24 million (C$5.57 million). The amount raised via
the Subscription is unchanged.

 

As a result, the total raised in its Placing and Subscription (the
"Fundraising") is now approximately £3.54 million (C$6.07 million), at the
Issue Price of 7 pence per New Common Share.

 

Further details on the Fundraising are included in the Company's announcement
of 8.00 a.m. on 3 May 2024.

 

The total gross proceeds of the Fundraising are approximately £3.54 million
(C$6.07 million) and the estimated net proceeds are expected to be
approximately £3.37 million (C$5.70 million).

 

The Placing has conditionally raised aggregate gross proceeds of approximately
£3.24 million (C$5.57 million) pursuant to the placing of 46,349,297 Placing
Shares with new and existing investors. As previously announced, the
Subscription has raised gross proceeds of approximately £0.29 million (C$0.50
million) pursuant to subscriptions received for 4,182,673 Subscription Shares.

 

The 50,531,970 New Common Shares in aggregate to be issued pursuant to the
Fundraising represent approximately 22.3 per cent. of the existing issued
share capital of the Company, or approximately 18.2 per cent. of the share
capital of the Company as enlarged by the Fundraising.

 

All shares issued pursuant to the Fundraising will be issued non pre-emptively
under the Company's existing authorities, and are expected to be admitted to
trading on AIM on or around 9 May 2024.

 

Due to the increase in the placing quantum, the Company will now be issuing
25,265,978 Warrants in conjunction with the Fundraising, on the basis of one
Warrant for every two Placing Share(s) or Subscription Share(s) purchased.
Each Warrant can be exercised over one Common Share within nine months of
Admission, at an exercise price of 15 pence.

 

Orana Corporate LLP ("Orana") acted as Joint Broker to the Placing and Singer
Capital Markets Securities Limited ("SCM") acted as Bookrunner for the
Placing. The Placing was conducted following a market sounding by way of an
accelerated book build process.

 

Admission, Settlement and Dealings

 

Admission of the Placing Shares and Subscription Shares will take place on or
around 8.00 a.m. on 9 May 2024 and dealings on AIM in the Placing Shares and
the Subscription Shares will commence at the same time. Admission is
conditional upon, among other things, the Placing Agreement becoming
unconditional and not being terminated, and the Subscription being carried out
within the Company's existing statutory authority to issue shares on a non
pre-emptive basis.

 

The Placing Shares and Subscription Shares when issued, will be fully paid and
will rank pari passu in all respects with the existing Common Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.

 

Total Voting Rights

 

Following admission of the Placing Shares and Subscription Shares, the
Company's issued and fully paid share capital will consist of 277,285,759
Common Shares, each carrying one voting right per Common Share. The Company
does not hold any Common Shares in treasury. Therefore, from Admission, the
total number of Common Shares and voting rights in the Company will be
277,285,759.

 

This figure may be used from the date of Admission until further notice by
existing shareholders as the denominator for the calculations by which they
will 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.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

Enquiries:

  Ondine Biomedical Inc.
 Angelika Vance, Corporate Communications                                  +001 604 838 2702

 Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)
 Aubrey Powell, Asha Chotai, Sam Butcher                                   +44 (0)20 7496 3000

 Orana Corporate LLP (Joint Broker to the Placing)
 Sebastian Wykeham                                                         +33 6 7120 1513

 RBC Capital Markets (Joint Broker)
 Rupert Walford, Kathryn Deegan                                            +44 (0)20 7653 4000

 Vane Percy & Roberts (Media Contact)                                     +44 (0)77 1000 5910
 Simon Vane Percy, Amanda Bernard

 

 

IMPORTANT NOTICES

The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

No undertaking, representation, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or the Bookrunner or
any of their respective directors, officers, partners, employees, agents or
advisers or any other person as to the accuracy or completeness of the
information or opinions contained in this announcement and no responsibility
or liability is accepted by any of them for any such information or opinions
or for any errors, omissions or misstatements, negligence or otherwise in this
Announcement.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.

THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION (INCLUDING THE TERMS
AND CONDITIONS) CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR TRANSMISSION,
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings, the
effect of operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

EU Product Governance Requirements

Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Bookrunner will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability of
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

SCM is authorised and regulated by the Financial Conduct Authority (the "FCA")
in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and SCM will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Orana Corporate LLP (FRN 835691) is an appointed representative of Ragnar
Capital Partners LLP (FRN 593052) who are authorised and regulated by the
Financial Conduct Authority in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and Orana will
not be responsible to anyone (including any purchasers of the Placing Shares)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or their respective advisers, and any liability therefore is
expressly disclaimed.

 

 

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