REG - Ondine Biomedical - Result of Fundraising

Ondine BiomedicalAnnouncement

11/12/2023 18:15

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RNS Number : 4029W  Ondine Biomedical Inc.  11 December 2023

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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 1:1.722827 as at 16:30 (GMT)
on 28 November 2023.

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

11 December 2023

Ondine Biomedical Inc.

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

Result of Fundraising

 

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces
the close of the Broker Option, and the successful completion of the
Fundraising (comprising the Placing, Subscription and Broker Option), raising
c.£2.85 million (C$4.91 million) in total.

 

Further to the announcement on 5 December 2023 regarding the Placing and the
Subscription, a further 1,136,110 new shares (the "New Shares") will be issued
pursuant to the Broker Option. The Fundraising was completed at an issue price
of 9 pence (the "Issue Price") which represents a premium of approximately 9
per cent. to the closing mid-price of the Common Shares on 29 November 2023
(being the day prior to the launch of the Fundraising).

 

After the deduction of associated fees and expenses, the net proceeds of
£2.45 million (C$4.22 million) receivable by the Company from the Fundraising
(comprising the Placing, Subscription and Broker Option) will be used
principally to support the Company's ongoing commercialisation efforts focused
in Canada, the UK, Spain and Mexico and to provide general working capital.
The net proceeds from the Fundraising will provide further cash runway until
at least mid Q2 2024. The Company continues to evaluate funding opportunities
for its Phase 3 study in the US, subject to the finalisation of the trial
design with the FDA, and for further commercial development internationally.

 

Admission, Settlement and Dealings

 

The 30,555,553 Common Shares issued pursuant to the Placing and Subscription
were admitted to trading on AIM on 8 December 2023. The New Shares to be
issued pursuant to the Broker Option will be admitted to trading on AIM on or
around 15 December 2023 ("Admission").

 

The New 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

 

As at the date of this announcement and taking into account the Placing Shares
and the Subscription Shares, the issued share capital and total voting rights
in the Company is 225,617,679. This figure may be used as the denominator for
the calculations by which shareholders 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.

 

Following admission of the New Shares issued pursuant to the Broker Option,
the Company's issued and fully paid share capital will consist of 226,753,789
Common Shares, each carrying one voting right per share. The Company does not
hold any Common Shares in treasury. Therefore, from 15 December 2023, the
total number of Common Shares and voting rights in the Company is expected to
be 226,753,789.

 

After the admission of the New Shares, this figure may be used as the
denominator for the calculations by which Shareholders 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.

 

Enquiries:

 

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

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

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

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

 

 

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 Joint
Bookrunners 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  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 and
the Broker Option 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 and the Broker Option Shares have been subject to a product approval
process, which has determined that the Placing Shares and the Broker 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 and the Broker Option Shares may decline
and investors could lose all or part of their investment; the Placing Shares
and the Broker Option Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares and the Broker Option 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 or the Broker Option. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners 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
or the Broker Option 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 and the Broker Option Shares have been subject to a product approval
process, which has determined that the Placing Shares and the Broker Option
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 and the Broker
Option Shares may decline and investors could lose all or part of their
investment; the Placing Shares and the Broker Option Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares and the Broker Option 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
or the Broker Option. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners 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 and the Broker Option Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and the Broker Option Shares and determining appropriate distribution
channels.

Singer Capital Markets Securities Limited ("SCM") and RBC Europe Limited
("RBC") acted as Joint Bookrunners for the Placing and the Broker Option.

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 the Broker Option, and SCM will not be
responsible to anyone (including any purchasers of the Placing Shares or the
Broker Option Shares) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing,
the Broker Option or any other matters referred to in this Announcement.

RBC is authorised and regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Placing and
the Broker Option, and RBC will not be responsible to anyone (including any
purchasers of the Placing Shares or the Broker Option Shares) other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing, the Broker Option 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 Joint Bookrunners or by any of their 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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