REG - Ondo InsurTech PLC - Result of Placing

Ondo InsurTechAnnouncement

14/05/2024 11:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240514:nRSN3740Oa&default-theme=true

RNS Number : 3740O  Ondo InsurTech PLC  14 May 2024

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.

 

14 May 2024

 

Ondo InsurTech plc

("Ondo" or the "Company")

 

Result of Placing

 

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 4.35 p.m. on 13 May 2024 ("Launch
Announcement") the Bookbuild has closed and the Company has conditionally
raised £3.0 million through the placing of 21,428,571 Placing Shares to
certain Institutional and other investors at the Issue Price.

 

The Issue Price of 14.0 pence per share represented a discount of
approximately 3.45 per cent. to the closing price of 14.5 pence per existing
ordinary share of 5 pence each in the Company ("Ordinary Shares") on 13 May
2024, being the last business day prior to announcement of the Placing.  The
Placing Shares will represent approximately 24.7 per cent. of the Company's
existing share capital.

 

In addition to the Placing, the Company intends to provide all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of up to
8,669,476 Open Offer Shares at the Issue Price, to raise up to approximately
£1.2 million (before expenses), on the basis of 1 Open Offer Share for every
10 Existing Shares held on the Record Date.  Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may also request
additional Open Offer Shares through an excess application facility (the
"Excess Application Facility").

 

Shareholders should note that the Placing and Open Offer is conditional upon,
among other things, the passing by Shareholders of the Resolutions at the
General Meeting of the Company, expected to be held at 10.30 a.m. on 3 June
2024, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.

 

Directors' participation

 

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

 

 Name              Current share-holding  Number of Placing Shares  Irrevocable Undertaking under  Share-holding upon Admission  % holding upon Admission((1))

Open Offer
 Mark Wood         1,496,892              178,571                   149,689                        1,825,152                     1.56%
 Craig Foster      1,779,567              121,429                   -                              1,900,996                     1.63%
 Kevin Withington  186,666                89,286                    -                              275,952                       0.24%

((1)    ) Assuming that the Open Offer is taken up in full

 

Craig Foster, Chief Executive Officer of Ondo, said:

"We appreciate the support shown by a number of new institutional investors
that have backed the fundraising, as well as the continued support from our
existing institutional shareholders.

 

The proceeds of the Placing will enable us to accelerate and role out into the
US, and maintain growth in other UK and Scandinavian markets.

 

We are pleased to also be able to offer the opportunity for all of our
Shareholders to also participate in the Fundraise on the same terms as the
participants in the Placing, through the Open Offer.

 

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 5 June 2024
("Admission").

 

Admission is conditional upon, among other things, the Prospectus being
approved by the FCA, the passing by Shareholders of the Resolutions at the
General Meeting of the Company, expected to be held at 10.30 a.m. on 3 June
2024, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.

 

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

 

 

Posting of Prospectus

The Company expects to post a Prospectus and Circular to Shareholders,
containing a Notice of General Meeting and full details of the Open Offer,
together with a Form of Proxy and Application Form (for those Shareholders
holding their Ordinary Shares in certificated form) to Shareholders, on 15 May
2024. The Prospectus will also be available on the Company's website at
https://www.ondoplc.com/investors/circulars-documents/.

 

Investor presentation

The Company will provide a live presentation to Shareholders and any other
interested parties on Investor Meet Company at 11.00 a.m. on Monday 20 May
2024.  The presentation is open to all existing and potential shareholders.
Questions can be submitted pre-event via your Investor Meet Company dashboard
up until 18 May 2024 5.00pm, or at any time during the live presentation.

 

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.

 

General Meeting

The Fundraising is conditional upon, inter alia, the passing of the
Resolutions.  The General Meeting is expected to be held at 10.30 a.m. on
Monday 3 June 2024.

 

Expected timetable of principal events

 

 Announcement of Fundraising and launch of the Open Offer                            4.35 p.m. on 13 May 2024
 Record date for Open Offer entitlements                                             6.00 p.m. on 13 May 2024
 Ex-Entitlement Dates for the Open Offer                                             15 May 2024
 Publication of the Prospectus                                                       15 May 2024
 Open Offer opens                                                                    8.00 a.m. on 16 May 2024
 Latest time and date for receipt of completed Application Forms and payment in      1.00 p.m. on 30 May 2024
 full under the Open Offer or settlement of relevant CREST instructions, as
 appropriate
 General Meeting                                                                     10.30 a.m. on 3 June 2024
 Announcement of results of Open Offer                                               by 4.30 p.m. on 31 May 2024
 Announcement of results of General Meeting                                          by 4.30 p.m. on 3 June 2024
 Admission of the New Ordinary Shares                                                8.00 a.m. on 5 June 2024
 CREST members' accounts credited in respect of the New Ordinary Shares              5 June 2024
 Ordinary Share certificates dispatched                                              by 19 June 2024

 

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
of America, its territories and possessions, any state of the United States
and the District of Columbia (the "United States"),, Australia, New Zealand,
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 the United States, Australia, New Zealand, 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 Placing Shares and the Open Offer Shares have not been and
will not be registered under the US 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 Placing Shares and the
Open Offer 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 US 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 Fundraising 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
Fundraising. Dowgate is acting for the Company and for no-one else in
connection with the Fundraising, 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 Fundraising 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                                         +44 (0) 800 783 9866
 Craig Foster, CEO
 Kevin Withington, CFO

 Dowgate Capital Limited - Financial Adviser & Broker       +44 (0) 20 3903 7715
 Corporate Finance

 Russell Cook, Nicholas Chambers, Charlie Hall
 Corporate Broking

 James Serjeant, Colin Climie

 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 AND OPEN OFFER 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 AND OPEN OFFER 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 AND OPEN OFFER 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,  the Placing and/or the Open Offer
and/or issue of, or subscription for, the Placing Shares and/or  Open Offer
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 and/or the  Open Offer Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares and Open Offer 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 or Open Offer 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.

 

In connection with the Fundraising and Admission, the final approved combined
circular and prospectus (the "Prospectus") prepared by, and relating to, the
Company is expected to be dated on or around 15 May 2024. The Prospectus will,
subject to approval by the FCA, be published on the Company's website and made
available to you and will be despatched by the Company to its Shareholders
(other than those who have elected or have deemed to have elected to receive
soft copy, e-mail notifications or postal notifications of the publication of
documents). The Prospectus is not expected to be approved and published prior
to Placees entering into a legally binding commitment in respect of the
Placing with the Broker, as agent of and on behalf of the Company. As such,
any commitments made under the Placing will be on the basis of this
Announcement and the terms and conditions in this Appendix I.

 

The Placing Shares and Open Offer 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
Open Offer 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 and Open
Offer 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 or the Prospectus 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 and/or the Prospectus should
seek appropriate advice before taking any action. Persons into whose
possession this Announcement and/or the Prospectus comes are required by the
Company and Dowgate to inform themselves about, and observe, any such
restrictions.

 

By participating in the Bookbuilding Process 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 or the Open Offer 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 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, the
Open Offer 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, the Prospectus 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 or the Prospectus is intended to be a profit
forecast or estimate, and no statement in this Announcement or the Prospectus
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 and of the Prospectus 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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIZZGMKGDNGDZM