REG - Ondine Biomedical - Result of Placing & Broker Option Update

Ondine BiomedicalAnnouncement

05/12/2023 07:15

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RNS Number : 6407V  Ondine Biomedical Inc.  05 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

5 December 2023

Ondine Biomedical Inc.

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

Result of Placing and Subscription

 

Broker Option to raise up to £1.25 million

 

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is
pleased to confirm, further to the announcement made on 30 November 2023, (the
"Launch Announcement"), the successful completion of the Placing and
Subscription at the Issue Price of 9 pence per New Common Share. The Issue
Price represents a premium of approximately 9 per cent. to the closing
mid-price of the Common Shares on 29 November 2023.

 

The total gross proceeds of the Placing and the Subscription to date stand at
approximately £2.75 million (C$4.74 million).

 

The Placing has conditionally raised aggregate gross proceeds of approximately
£2.03 million (C$3.50 million) pursuant to the placing of 22,554,435 Placing
Shares with new and existing investors. The Subscription has raised further
gross proceeds of approximately £0.72 million (C$1.24 million) pursuant to
subscriptions received for 8,001,118 Subscription Shares, excluding any
further subscriptions by employees (the "Employee Subscription").

 

The 30,555,553 New Common Shares in aggregate to be issued pursuant to the
Placing and the Subscription represent approximately 15.7 per cent. of the
existing issued share capital of the Company.

 

All shares issued pursuant to the Placing and Subscription 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 8 December 2023.

 

Singer Capital Markets Securities Limited ("SCM") and RBC Europe Limited
("RBC") acted as Joint Bookrunners for the Placing. The Placing was conducted
following a market sounding by way of an accelerated book build process.

 

Further to the announcement on 4 December 2023, a Broker Option to raise up to
£1.25 million (C$2.15 million) will remain open until 4.45pm on 8 December
2023, in order to satisfy potential further demand from institutional
investors and other Relevant Persons. If the Broker Option is exercised in
whole or in part, further announcements will be made as appropriate. Any
further issuance of New Common Shares following any exercise of the Broker
Option will be made on a non pre-emptive basis.

 

Similarly, any further issuance pursuant to the Employee Subscription will be
confirmed by way of a further announcement on or before 8 December 2023 and
will be made on a non pre-emptive basis. The Employee Subscription will remain
open until further notice, but will close in any event by 4.45 p.m. on 8
December 2023.

 

Related Party Transaction

Certain of the directors of the Company have conditionally subscribed for, in
aggregate, 2,187,588 Subscription Shares at the Issue Price, raising gross
proceeds of approximately £0.20 million (C$0.34 million) for the Company,
representing approximately 7.2 per cent of the New Common Shares (assuming a
Fundraising of approximately £2.75 million (C$4.74 million) from the
completed Placing and the Subscription participations confirmed to date).

 

The number of New Common Shares conditionally subscribed for by each of the
Directors, and their resulting shareholdings following the Admission of the
Placing Shares and the Subscription Shares subscribed for to date, assuming no
new issuance is made arising from the exercise of the Broker Option or any
further subscriptions by employees, are set out below:

 

 Director          Number of New Common Shares subscribed for in the Subscription  Total Number of New Common Shares held on Admission  % of issued share capital as enlarged by the completed Placing and
                                                                                                                                        Subscription

to date(1)
 Carolyn Cross(2)  1,093,770                                                       135,328,279                                          59.98%
 Nicolas Loebel    218,754                                                         2,852,088                                            1.26%
 Craig Tooman      173,278                                                         173,278                                              0.08%
 Jean Duval        207,934                                                         207,934                                              0.09%
 Junaid Bajwa      190,610                                                         317,735                                              0.14%
 Michael Farrer    86,642                                                          86,642                                               0.04%
 Simon Sinclair    216,600                                                         472,927                                              0.21%

 

 

1   These figures are subject to change in the event of further new issuance
under the Employee Subscription or as a result of the exercise of some or all
of the Broker Option.

2   Existing beneficial holding includes 108,376109 shares held by Mrs
Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400
shares held by Mr Robert Cross, husband of Mrs Carolyn Cross.

 

The subscriptions by the Participating Directors constitute a related party
transaction for the purposes of Rule 13 of the AIM Rules by virtue of such
persons being directors of the Company and therefore related parties (the
"Transaction"). The director independent of the Participating Directors, being
Hon. Jean Charest, considers, having consulted with the Company's nominated
adviser, that the terms of the participation by the Participating Directors,
are fair and reasonable insofar as the Company's shareholders are concerned.

 

Admission, Settlement and Dealings

 

Admission of the Placing Shares and Subscription Shares will take place on or
before 8.00 a.m. on 8 December 2023 and dealings on AIM in the Placing Shares
and the Subscription Shares (excluding any to be issued from the Employee
Subscription) will commence at the same time. Admission is conditional upon,
among other things, the Placing Agreement not having been terminated and
becoming unconditional in all respects.

 

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 (excluding
any arising from the Broker Option or Employee Subscription), the Company's
issued and fully paid share capital will consist of 225,617,679 Common Shares,
all of which carry one voting right per share. The Company does not hold any
Common Shares in treasury. Therefore, the total number of Common Shares and
voting rights in the Company will be 225,617,679 after the admission of the
Placing Shares and the Subscription Shares (excluding any from the Broker
Option Employee Subscription).

 

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 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 (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 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.

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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