REG - Ondo InsurTech PLC - Result of ABB

Ondo InsurTechAnnouncement

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RNS Number : 2454K  Ondo InsurTech PLC  04 December 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR
INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL
("RESTRICTED JURISDICTIONS"). PLEASE SEE THE IMPORTANT NOTICES SECTION OF THIS
ANNOUNCEMENT.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY UK MAR. UPON PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO
THE COMPANY AND ITS SECURITIES.

 

4 December 2025

 

Ondo InsurTech plc

("Ondo" or the "Company")

 

Result of Placing & Subscription

to raise £2.28m

Launch of WRAP Retail Offer

 

Ondo InsurTech plc (LSE: ONDO), a leading company in claims prevention
technology for home insurers, is pleased to announce that further to the
Company's announcement released at 7.00 a.m. on Wednesday 3 December 2025
("Launch Announcement") the Bookbuild has closed and the Company is pleased to
has raised £2.28 million (before fees and expenses), in aggregate, via the
placing of 6,100,000 Placing Shares to certain Institutional and other
investors and a further 3,031,200 Subscription Shares by way of the
Subscription to United Farm Family Mutual Insurance Company, which trades as
Indiana Farm Bureau Insurance ("IFBI").  Both the Placing Shares and the
Subscription Shares have issued at the Issue Price of 25p per share.

 

The Company has also today announced the terms of a retail offer to enable
existing shareholders to subscribe through the Winterflood Retail Access
platform ("WRAP") for up to an aggregate of 800,000 WRAP Offer Shares (the
"Retail Offer"), also at the issue Price of 25p per share. The Placing,
Subscription and WRAP Offer, if fully subscribed, will generate net proceeds
of £2.23 million (the "Fundraise").

 

Highlights

·      Ondo's US business continues to progress strongly where customers
and recurring revenues have grown 7x year-on-year with ARR of $2.9m and
Contracted ARR of $4.4m from US insurers.  Proceeds of the Fundraise will be
applied to expand the US Plumber coverage and to build infrastructure in
response to the direct requests to accelerate the roll out of LeakBot across
the United States from the core insurance clients

·      The Company has also announced the development of LeakBot Edge -
a variant of the LeakBot water leak detection technology designed for
hot-climate external locations.  With the additional resource provided by the
Fundraise, LeakBot Edge is expected now expected to be completed over the next
12 -18 months

·      Registered LeakBot customers were 187,000 at 30 September 2025.
This figure is now circa 200,000 with the US customer base growing over 7x in
the first half of FY26

·      As previously stated, US growth will be sustainable following our
prepayment model which enables us to grow without creating a working capital
strain.  However this growth can now be accelerated with the proceeds of the
Fundraise to be invested in the infrastructure and LeakBot Edge

·      Prospects in Europe, and particularly in the Nordic region, have
been subdued, and the Company has therefore reallocated resources to focus on
the faster growing US market until such time that the European customers are
in a position to step up activity from the current relatively low levels.

·      The Company maintains a strong pipeline of new contract
opportunities which can now be accelerated with the additional investment
through the Fundraise.

 

 

The Issue Price of 25 pence per share represented a discount of approximately
17.4 per cent. to the closing price of 30.25 pence per existing ordinary share
of 5 pence each in the Company ("Ordinary Shares") on 2 December 2025, being
the last business day prior to announcement of the Placing.  The Placing
Shares will represent approximately 6.89 per cent. of the Company's existing
share capital.

 

WRAP Retail Offer

 

As announced in the Launch Announcement, the Company will also launch a Retail
Offer allow existing Shareholders in the United Kingdom an opportunity to
participate in the Fundraise. The Retail Offer will be undertaken via WRAP, to
raise gross proceeds of up to £200,000 (before fees and expenses). The Retail
Offer provides existing retail Shareholders with an opportunity to participate
in the Fundraise at the same issue price as the Placing and Subscription.

 

A further announcement will be made shortly regarding the Retail Offer and
detailing its terms.

 

 

Directors' participation

 

Certain Directors of the Company have undertaken to subscribe to the Placing
as follows:

 

 Name              Current shareholding  Number of Placing Shares  Share-holding upon Admission  % holding upon Admission
 Mark Wood         2,334,652              200,000                  2,534,652                     1.70%
 Craig Foster      2,458,252              40,000                   2,498,252                     1.67%
 Kevin Withington  306,324                40,000                   346,324                       0.23%
 James Quin        -                      40,000                   40,000                        0.03%
 Greig Paterson    -                      40,000                   40,000                        0.03%

 

Craig Foster, Chief Executive Officer of Ondo, said:

 

"We are delighted to welcome Indiana Farm Bureau Insurance as a shareholder in
Ondo.  With their support and that of our other institutional shareholders
that have participated in the placing we now have the resources to accelerate
growth in the US market, including the launch of Leakbot Edge product."

 

Application for Admission

 

Applications will be made for the New Ordinary Shares to be admitted to
listing in the 'Equity shares (transition)' listing category of the Official
List of the Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc (the "London Stock
Exchange").

 

It is expected that admission of the Placing Shares and the Subscription
Shares will become effective and dealings will commence at 8.00 a.m. on 8
December 2025. ("First Admission")

 

It is expected that admission of the WRAP Retail Offer Shares will become
effective and dealings will commence at 8.00 a.m. on 11 December 2025.
("Second Admission")

 

Admission is conditional upon, among other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.

 

The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's then Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after the date of
issue.

 

Investor presentation

 

Craig Foster (CEO) and Kevin Withington (CFO) will also provide a live
presentation of the interim results for retail investors via Investor Meet
Company on Thursday 4 December 2025 at 11.00 am.  The presentation is open to
existing and potential new shareholders.

 

Investors can sign up to Investor Meet Company for free and add to meet Ondo
via: https://www.investormeetcompany.com/ondo-insurtech-plc/register
(https://www.investormeetcompany.com/ondo-insurtech-plc/register)

 

Investors who already follow Ondo on the Investor Meet Company platform will
automatically be invited.

 

Expected timetable of principal events

 

 Announcement of the results of the Bookbuild                                   4 December 2025
 WRAP Retail Offer opens                                                        4 December 2025
 WRAP Retail Offer closes                                                       4:30 p.m. on 8 December 2025
 Admission and commencement of dealings in the Placing Shares and Subscription  8:00 a.m. on 8 December 2025
 Shares
 Admission and commencement of dealings in the WRAP Retail Offer Shares         8:00 a.m. on 11 December 2025

 

Important information

This Announcement is for information purposes only and does not itself
constitute an offer or invitation to underwrite, subscribe for or otherwise
acquire or dispose of any securities in the Company and does not constitute
investment advice.

 

Neither this Announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of the securities laws of any state or territory of the United
States, Australia, Canada, Japan or the Republic of South Africa.  The
distribution of this Announcement in other jurisdictions may be restricted by
law and persons into whose possession this Announcement comes should inform
themselves about, and observe, any such restrictions.

 

Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. Neither this Announcement nor
any part of it nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

 

In particular, the New Ordinary Shares have not been and will not be
registered under the Securities Act, or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and accordingly the New Ordinary Shares may not be offered,
sold, pledged or transferred, directly or indirectly, in, into or within the
United States except pursuant to an exemption from the registration
requirements of the Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States.  There is no intention to
register any portion of the Fundraise in the United States or to conduct a
public offering of securities in the United States or elsewhere.

 

Dowgate is authorised and regulated in the United Kingdom by the FCA and is
acting as financial adviser and broker to the Company in respect of the
Fundraise. Dowgate is acting for the Company and for no-one else in connection
with the Fundraise, and will not be treating any other person as its client in
relation thereto, and will not be responsible for providing the regulatory
protections afforded to its customers nor for providing advice in connection
with the Fundraise or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Dowgate, as the case may
be, by FSMA, any liability therefor is expressly disclaimed. Any other person
in receipt of this Announcement should seek their own independent legal,
investment and tax advice as they see fit.

 

Unless expressly defined in this announcement, capitalised terms shall have
the meanings as defined in the Launch Announcement.

 

 

Enquiries

 

 Ondo InsurTech Plc                                  Craig Foster, CEO       +44 (0) 800 783 9866

                                                     Kevin Withington, CFO
 Dowgate Capital Ltd                                 Russell Cook            +44 (0) 20 3903 7715

 (Sole Bookrunner, Broker & Financial Advisor)       Dan Ingram

                                                     Amber Higgs
 Cassiopeia Services Ltd                             Stefania Barbaglio       +44 (0) 7949 690338

 (PR & Investor Relations)

 

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IN THE UNITED KINGDOM AND 'QUALIFIED
INVESTORS' (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED
INVESTORS") AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH
FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "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 APPLICABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES
AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR
ANY PART OF IT IN OR INTO THE UNITED STATES.

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED
BY THE COMPANY AND DOWGATE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN ONDO INSURTECH PLC.

 

The distribution of this Announcement and/or the Placing and/or issue of, or
subscription for, the Placing Shares, in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Dowgate or any of
their respective Affiliates (as defined below) that would permit an offer of
the Placing Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.  Persons into whose
possession this Announcement comes are required by the Company and Dowgate to
inform themselves about and to observe any such restrictions.

 

This Announcement or any part of it is for information purposes only and does
not constitute or form part of an offer to sell or issue or a solicitation of
an offer or invitation to buy or subscribe for or otherwise acquire any
securities in any jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or solicitation is
or may be unlawful. No public offering of Placing Shares is being made in any
such jurisdiction. No copy or part of this Announcement and the information
contained in it may be released, published or distributed, directly or
indirectly, to persons in a Restricted Jurisdiction or any other jurisdiction
in which such release, publication or distribution would be unlawful unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.

 

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and such shares have not been, nor
will they be, registered under or offered in compliance with the securities
laws of any state, province or territory of the United States, Australia, New
Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, New Zealand, Canada, the Republic of
South Africa or Japan or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.

 

Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
action. Persons into whose possession this Announcement comes are required by
the Company and Dowgate to inform themselves about, and observe, any such
restrictions.

 

By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (a "Placee") by making an
oral and legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix I. Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares is being or will be made.

 

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the Group's
plans and its current goals and expectations relating to its future financial
condition, performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek",
"may", "could", "outlook" or other words of similar meaning.  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 Group and
its Affiliates operate, the effect of volatility in the equity, capital and
credit markets on the Group'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 Group may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Undue reliance should not be placed on any forward-looking statements made in
this Announcement by or on behalf of the Company, which 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.

 

Dowgate, which is authorised and regulated by the FCA in the United Kingdom,
is acting as broker and sole bookrunner exclusively to the Company and to
no-one else in connection with the Bookbuild, Placing and Admission and will
not be responsible to anyone (including any Placees) other than the Company
for providing the protections afforded to its clients, nor for providing
advice in relation to the Bookbuild, the Placing, or Admission 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 Dowgate or by any of its 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
its advisers, and any liability therefor is expressly disclaimed.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each prospective investor should consult with his or
her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

 

The contents of this Announcement have not been reviewed by any regulatory
authority in the United Kingdom or elsewhere. Recipients of this Announcement
should exercise caution in relation to the Placing if they are in any doubt as
to the contents of this Announcement and seek independent professional advice.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to any stock exchange other than to listing in the 'Equity shares
(transition)' listing category of the Official List of the FCA and to trading
on the London Stock Exchange's Main Market.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

Information to Distributors

 

UK product governance

 

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of
UK Manufacturers under the product governance requirements contained within
Chapter 3 of the FCA Handbook Production 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 such securities are:
(i) compatible with an end target market of investors who meet the criteria of
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the UK Product Governance Requirements; and
(ii) eligible for distribution through all distribution channels as are
permitted by UK Product Governance Requirements (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
(for the purposes of UK Product Governance Requirements) should note that: (a)
the price of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the 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, Dowgate 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; 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.

 

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