REG - Ondo InsurTech PLC - Result of General Meeting

Ondo InsurTechAnnouncement

03/06/2024 14:00

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RNS Number : 8999Q  Ondo InsurTech PLC  03 June 2024

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.

 

3 June 2024

 

Ondo InsurTech Plc

(the "Company")

 

Result of General Meeting

 

Total Voting Rights

 

Director/PDMR dealings

 

Ondo InsurTech Plc (LSE: ONDO), a leading company in claims prevention
technology for home insurers, is pleased to announce that at the General
Meeting held earlier today, both resolutions as set out in its Notice of
General Meeting dated 15 May 2024 were duly passed.

 

As previously announced Mark Wood (Non-Executive Chairman), Craig Foster
(Chief Executive Officer) and Kevin Withington (Chief Financial Officer)
participated in the Placing and Mark Wood also undertook to take up his
entitlement in the Open Offer, in respect of an aggregate of 538,975 New
Ordinary Shares. Subsequent to the publication of the Prospectus on 15 May
2024, an employee was unable to proceed with their participation in the
Placing in respect of 57,142 New Ordinary Shares due to regulatory
restrictions, enabling Craig Foster and Kevin Withington to increase their
participation by subscribing for an additional 57,143 Placing Shares, in
aggregate. Accordingly, the directors have subscribed for an aggregate of
596,117 New Ordinary Shares, as set out below.

 

General Meeting

 

The number of votes cast for and against the Resolutions, and the number of
votes withheld, were as follows:

 

 Resolutions                                                   For                     For                 Against  Against             Votes Withheld

                                                               (incl. discretionary)   (% of votes cast)            (% of votes cast)
 1. To authorise the Directors to allot shares in the Company  29,945,361              99.91%              25,700   0.09%               625
 2. To disapply statutory pre-emption rights                   29,846,641              99.60%              119,713  0.40%               5,332

 

The total number of votes cast for each resolution was 29,971,686 meaning that
the votes cast represented 34.57% of the Company's issued share capital.
Please note a 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' a resolution or the
total number of votes cast.

 

As a result of the passing of the Resolutions, the Proposals, including the
Placing and Open Offer announced on 13 May 2024 will now proceed. The Company
has applied for the 29,771,273 New Ordinary Shares to be admitted to the
Official List (by way of a Standard Listing under Chapter 14 of the Listing
Rules) and to trading on London Stock Exchange's main market for listed
securities and expects that dealings will commence at 8.00 a.m. on 5 June 2024
("Admission").

 

Directors' participation

 

The Directors' have participated in the Placing and Open Offer as set out
below:

 

 Director          Position                 Current        New                                       Shareholding upon Admission  Percentage holding

Shareholding
Ordinary Shares subscribed in Fundraise
upon Admission
 Mark Wood         Non-Executive Chairman   1,496,892      328,260                                   1,825,152                    1.57%
 Craig Foster      Chief Executive Officer  1,779,567      164,285                                   1,943,852                    1.67%
 Kevin Withington  Chief Financial Officer  186,666        103,572                                   290,238                      0.25%

 

Total voting rights

 

Following Admission, the Company's enlarged issued share capital comprises
116,466,036 ordinary shares of 5 pence each, with voting rights ("Ordinary
Shares"). The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares in the Company with voting
rights is 116,466,036.

 

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 Financial
Conduct Authority (javascript:void(0);) 's Disclosure Guidance and
Transparency Rules.

 

Copies of the resolutions required to be made available for inspection in
accordance with LR 14.3.6 have been submitted today to the Financial Conduct
Authority and will shortly be available for inspection on the National Storage
Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Unless otherwise stated, capitalised terms not otherwise defined in the text
of this announcement have the meanings ascribed to them as in the "Proposed
Placing and Open Offer" announcement published by the Company on 13 May 2024.

 

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, Nicholas Chambers, Charlie Hall

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

 

 

The following notifications are intended to satisfy the Company's obligations
under Article 19(3) of the Market Abuse Regulation.

 

 a)  Name                                     Mark Wood
 2   Reason for notification
 a)  Position/Status                          Non-Executive Chairman
 b)  Initial Notification / amendment         Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer
     or auction monitor
 a)  Name                                     Ondo InsurTech Plc
 b)  LEI                                      2138005Y5QBJQMOOI719
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each
     type of transaction; (iii) each date; and (iv) each place where transactions
     have been
     conducted
 a)  Description of the financial             Ordinary shares of 5 pence each
     instrument, type of instrument
     and identification code                  ISIN: GB00BNVVGD77
 b)  Nature of transaction                    Participation in Placing and Open Offer, conditional on Admission
 c)  Price(s) and volume(s)                                   Price(s)
                                              Volume(s)
                                                              14 pence               328,260
 d)  Aggregated information                   n/a
 e)  Date of transaction                      3 June 2024
 f)  Place of transaction                     London Stock Exchange, Main Market (XLON)

 

 

 a)  Name                                     Craig Foster
 2   Reason for notification
 a)  Position/Status                          Chief Executive Officer
 b)  Initial Notification / amendment         Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer
     or auction monitor
 a)  Name                                     Ondo InsurTech Plc
 b)  LEI                                      2138005Y5QBJQMOOI719
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each
     type of transaction; (iii) each date; and (iv) each place where transactions
     have been
     conducted
 a)  Description of the financial             Ordinary shares of 5 pence each
     instrument, type of instrument
     and identification code                  ISIN: GB00BNVVGD77
 b)  Nature of transaction                    Participation in Placing and Open Offer, conditional on Admission
 c)  Price(s) and volume(s)                                   Price(s)
                                              Volume(s)
                                                              14 pence               164,285
 d)  Aggregated information                   n/a
 e)  Date of transaction                      3 June 2024
 f)  Place of transaction                     London Stock Exchange, Main Market (XLON)

 

 

 a)  Name                                     Kevin Withington
 2   Reason for notification
 a)  Position/Status                          Chief Financial Officer
 b)  Initial Notification / amendment         Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer
     or auction monitor
 a)  Name                                     Ondo InsurTech Plc
 b)  LEI                                      2138005Y5QBJQMOOI719
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each
     type of transaction; (iii) each date; and (iv) each place where transactions
     have been
     conducted
 a)  Description of the financial             Ordinary shares of 5 pence each
     instrument, type of instrument
     and identification code                  ISIN: GB00BNVVGD77
 b)  Nature of transaction                    Participation in Placing and Open Offer, conditional on Admission
 c)  Price(s) and volume(s)                                   Price(s)
                                              Volume(s)
                                                              14 pence               103,572
 d)  Aggregated information                   n/a
 e)  Date of transaction                      3 June 2024
 f)  Place of transaction                     London Stock Exchange, Main Market (XLON)

 

 

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