REG - Ondo InsurTech PLC - Result of Equity Issue

Ondo InsurTechAnnouncement

30/11/2023 17:30

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RNS Number : 2918V  Ondo InsurTech PLC  30 November 2023

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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDO INSURTECH PLC 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 ONDO INSURTECH PLC.

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.

30 November 2023

 

Ondo InsurTech plc

("ONDO" or the "Company")

 

Result of Placing

 

Ondo Insurtech (LSE: ONDO), a leading company in claims prevention technology
for home insurers, is pleased to announce that it has raised £1.08 million
via the Placing announced earlier this evening through the issue of 5,268,293
Placing Shares to investors at the Placing Price. The net proceeds of the
Placing are estimated to be approximately £1.0 million.

 

The Placing Price of 20.5 pence per share represented a discount of 2.44 per
cent. to the closing price of 21.0 pence per existing ordinary share of 5
pence each in the Company ("Ordinary Shares") on 30 November 2023, being the
last business day prior to this announcement. The Placing Shares will
represent approximately 6.50 per cent. of the Company's existing share
capital.

 

Application for Admission

 

Application will be made for the Placing Shares to be admitted to listing on
the Official List of the Financial Conduct Authority (by way of a Standard
Listing under Chapter 14 of the Listing Rules) and to trading on the London
Stock Exchange's main market for listed securities. It is expected that
admission of the Placing Shares will become effective and dealings in the
Placing Shares will commence at 8.00 a.m. on or around 6 December 2023
("Admission").

 

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

 

Craig Foster, Chief Executive Officer of Ondo, said: "We are delighted with
the support we have received from both new and existing investors,
particularly given the prevailing stock market conditions.  This capital
raise follows our recent series of contractual wins and provides additional
capital to help us pursue this growth."

 

Total Voting Rights

 

Following Admission, the Company will have 86,366,029 Ordinary Shares in
issue. The Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the Company will be
86,366,029. With effect from Admission, this figure may be used by
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.

 

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement made by the Company on 30 November
2023 at 5.00 p.m. to announce the launch of the Placing.

 

 

Enquiries

 

 Ondo InsurTech plc                                         +44 (0) 800 783 9866
 Craig Foster, CEO
 Kevin Withington, CFO

 Dowgate Capital Limited - Financial Adviser & Broker       +44 (0)20 3903 7715
 Russell Cook
 Charlie Hall

 Cassiopeia Services Limited - PR & Investor Relations      +44 (0) 7949 690338
 Stefania Barbaglio

 

 

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 WAVE 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 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.

 

All offers of the Placing Shares in the United Kingdom will be made pursuant
to an exemption from the requirement to produce a prospectus under the UK
Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In
the United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not require the approval of
the relevant communication by an authorised person.

 

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.

 

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 bookrunner exclusively to the Company and to no-one
else in connection with the Bookbuilding Process, 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 Bookbuilding Process, 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 shareholder or 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 the Official List of the FCA (by way of a
Standard Listing under Chapter 14 of the Listing Rules)  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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