THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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.
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 InsurTech" or the "Company")
Proposed placing by way of an accelerated bookbuild to raise up to £1.08 million
Ondo InsurTech Plc (LSE: ONDO), a leading company in claims prevention technology for home insurers, today announces its intention to conduct a placing (the "Placing") to raise gross proceeds of up to £1.08 million through the issue of 5,268,293 new ordinary shares in the capital of the Company (the "Placing Shares") to investors at a placing price of 20.5 pence per Placing Share (the "Placing Price").
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this placing announcement (the "Announcement").
Dowgate Capital Limited ("Dowgate") is acting as sole broker to the Company in connection with the Placing.
Summary and Highlights
The Placing proceeds will be used to to provide further working capital to pursue existing contracted opportunities, in particular to accelerate the IS27001 accreditation technology project which will support the existing rollout plans with Nationwide Mutual Insurance Company ("Nationwide") and further rollouts in the USA, UK and Nordics.
Craig Foster, Chief Executive Officer of Ondo InsurTech, said: "This is an exciting time for the business. Given the recent contractual wins with Länsförsäkringar and Nationwide Mutual Insurance Company, the business is poised for a period of significant growth. The proceeds of this Placing will aid in this growth."
Enquiries
Ondo InsurTech plc |
+44 (0) 800 783 9866 |
Craig Foster, CEO |
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Kevin Withington, CFO |
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Dowgate Capital Limited - Financial Adviser & Broker |
+44 (0)20 3903 7715 |
Russell Cook |
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Charlie Hall |
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Cassiopeia Services Limited - PR & Investor Relations |
+44 (0) 7949 690338 |
Stefania Barbaglio |
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This Announcement should be read in its entirety.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing |
30 November 2023 |
Announcement of the results of the Placing |
30 November 2023 |
Admission and commencement of dealings in the Placing Shares |
8.00 a.m. on 6 December 2023 |
Placing Shares credited to CREST accounts (uncertificated holders only) |
8.00 a.m. on 6 December 2023 |
Note:
All references in this Circular are to London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to shareholders by announcement through a regulatory information service.
Background to and reasons for the transaction
Ondo InsurTech is a world leading provider of claims prevention technology for home insurers. Ondo InsurTech's focus is on the global scale-up of LeakBot - claims prevention technology that prevents water damage claims in houses. Water damage is one of the biggest causes of home insurance claims, accounting for £14 billion of claims every year in the USA and UK combined. LeakBot is a patented self-install solution that connects to the home wireless network and, if it detects a leak, notifies the customer via the LeakBot mobile app and provides access to a team of expert LeakBot engineers to 'find and fix' the problem. Recent independent research by Consumer Intelligence found LeakBot can reduce the cost of water damage claims for insurers by 70%.
LeakBot partners with 11 insurance carriers in UK, Europe and the US, including Admiral, Direct Line Group, Hiscox, Nationwide, Mapfre and TopDanmark.
The Company, which came to market in March 2022 through the reverse takeover of LeakBot Limited by Spinnaker Acquisitions Plc, is one of the first InsurTech companies trading on the London Stock Exchange holding the coveted London Stock Exchange Green Economy Mark awarded to companies who derive the majority of their income from Green activities.
Product and Business Developments
In the past six months the business has signed contracts that have significantly increased the Addressable Households that LeakBot could be deployed into. In July 2023 a contract was signed with Länsförsäkringar - the largest non life insurer in Sweden. In November 2023 a contract was signed with Fortune 100 insurer Nationwide - a top 10 provide of home insurance in the United States.
Current trading and prospects
As announced in the interim results released on 20 November 2023, the Group has continued to demonstrate tangible progress in the execution of its strategy, including growth in recurring revenue streams and in the important US market.
Unit sales grew by 61% in the period and registered customers grew by 77% which resulted in the 50% growth in revenue from recurring revenue sources.
Underpinning the Group's revenue projections in the short to medium term, the Company was delighted to announce in July 2023 that its pre-existing partner Länsförsäkringar signed a new five-year contract to support LeakBot's rollout across Sweden. Länsförsäkringar is the largest non-life insurer in Sweden and has approximately 2 million home insurance customers.
In June 2023, the Company announced that premium US insurer Mutual of Enumclaw had signed a contract to distribute Ondo's LeakBot system to homeowner insurance customers in Washington State, US, followed in August 2023 by a new partnership with PURE Insurance.
In October 2023 the contract signed with Nationwide. Nationwide is a breakthrough opportunity in the United States for the Group. Nationwide is a Top 10 US homeowner insurer, and a Fortune 100 company. They have a Smart Home Program already live in 34 US states. LeakBot is now being integrated into that technical platform and the Company expects the customer launch into the first US states in early 2024.
Use of proceeds
The Company intends to use the proceeds of the Placing to provide further working capital to to pursue existing contracted opportunities, in particular to accelerate the IS27001 accreditation technology project which will support the existing rollout plans with Nationwide and further rollouts in the USA, UK and Nordics.
The Company has a strong pipeline of further opporttinties, including the role out for existing clients into wider territories, both in the US and Europe, as well as an increasing number of enquiries from other major insurance companies. In order to fully capitalise on these opportunities, the Company will explore further funding options, including possible new debt facilities or equity over the next 12 to 18 months. The Company also has 27.1 million warrants outstanding at a weighted average price of 22.5p that if fully exercised will raise in excess of £6.0 million.
Details of the Placing
Dowgate is acting as sole broker in connection with the Placing. The Company is proposing to raise gross proceeds of approximately £5.0 million through the proposed placing of the Placing Shares at the Placing Price to investors using the it's existing share authorities to issue shares for cash on a non-pre-emptive basis. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. Dowgate will commence the Bookbuild in respect of the Placing immediately following the release of this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of Dowgate and the Company.
The Placing is subject to the conditions and termination rights set out in the placing agreement between the Company, the Directors and Dowgate (the "Placing Agreement"). Further details of the Placing Agreement can be found in the terms and conditions contained in the Appendix to this Announcement.
In accordance with the Placing Agreement, Dowgate has agreed to use reasonable endeavours to procure, as agent for the Company, Placees to subscribe for the Placing Shares at the Placing Price.
The Placing Price of 20.5 pence per share represents a discount of 2.44 per cent. to the closing price of 21.0 pence per existing ordinary share on 30 November 2023 (being the last business day prior to this Announcement).
Application for Admission
Application will be made for the Placing Shares to be admitted to listing on 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. 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.
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.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
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 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.
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 the Appendix. 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 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 (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.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FCA, the London Stock Exchange or any other authority in relation to the Placing or the Placing Shares and no such prospectus is required to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publically announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement ("Publicly Available Information") (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the rights that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than (a) Publicly Available Information, (b) the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and (c) the form of confirmation referred to above), representation, warranty or statement made by or on behalf of Dowgate, the Company, their respective Affiliates or any other person. None of Dowgate, the Company, their respective Affiliates or any other person has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Dowgate, the Company or any of their Affiliates.
Each Placee, by accepting a participation in the Placing, acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Dowgate is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with Dowgate and the directors of the Company, under which, on the terms and subject to the conditions set out in the Placing Agreement, Dowgate, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. Dowgate will today commence the Bookbuild for the purpose of determining the demand for participation in the Placing by Placees. The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by Dowgate (in consultation with and with the consent of the Company) following completion of the Bookbuild. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by Dowgate or any other person.
The Placing Agreement contains customary warranties given by the Company to Dowgate as to matters relating to the Company and its business and a customary indemnity given by the Company to Dowgate in respect of liabilities arising out of, or in connection with, the Placing.
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Each Placee agrees to indemnify on demand and hold Dowgate, the Company, and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, warranties and agreements set forth in these terms and conditions and any contract note.
The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".
To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Placing Shares will not be issued.
Application for admission to trading
Application will be made to the FCA for admission of the Placing Shares to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to the London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's Main Market.
It is expected that Admission will take place no later than 8.00 a.m. on 6 December 2023 and that dealings in the Placing Shares on the Main Market will commence at the same time.
Payment for shares
Each Placee has a separate, irrevocable and binding obligation to pay the Placing Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Dowgate. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Dowgate's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.
Principal terms of the Bookbuild and Placing
1 Dowgate is acting as bookrunner and broker to the Placing, as agent for and on behalf of the Company. Dowgate is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Dowgate or for providing advice in relation to the matters described in this Announcement.
2 Dowgate is receiving corporate finance fees and certain commissions on the Placing.
3 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Dowgate to participate. Dowgate and any of its respective affiliates are entitled to participate in the Placing as principal.
4 The price per Placing Share (the "Placing Price") is fixed at 20.5 pence and is payable to Dowgate by all Placees.
5 The book for the Placing will open with immediate effect. The accelerated bookbuilding process (the "Bookbuilding Process") is expected to close not later than 6.00 p.m. (London time) today, but may be closed at such earlier or later time as Dowgate, in its absolute discretion, determines and Dowgate may, in agreement with the Company, also accept bids that are received after the Bookbuild has closed. Further announcements will be made following the closure of the Bookbuilding Process detailing the results of the Bookbuilding Process.
6 Each Placee's allocation is determined by Dowgate in consultation with and with the consent of the Company and has been or will be confirmed orally by Dowgate and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Dowgate and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Dowgate's written consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
7 Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Dowgate. The terms and conditions of this Announcement will be deemed incorporated in that form of confirmation.
8 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Dowgate (as agent for the Company), to pay to Dowgate (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
9 Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10 All obligations of Dowgate under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
11 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by that Placee.
12 To the fullest extent permissible by law and applicable FCA rules, none of (a) Dowgate; (b) any of Dowgate's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Dowgate as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Dowgate), (d) any person acting on Dowgate's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to the Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Dowgate nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Dowgate and the Company may agree.
Registration and Settlement
Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with Dowgate stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Dowgate and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Dowgate.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Dowgate's receipt of payment in full for such Placing Shares by the relevant time to be stated in the form of confirmation referred to above, or by such later time and/or date as Dowgate and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Dowgate in accordance with either the standing CREST or certificated settlement instructions which they have in place with Dowgate.
Settlement of transactions in the Placing Shares (ISIN: GB00BNVVGD77) following Admission will take place within the CREST system, subject to certain exceptions. Admission is expected to occur on 6 December 2023 unless otherwise notified by Dowgate and settlement through CREST of the Placing Shares is expected to take place on 6 December 2023 unless otherwise notified by Dowgate. Admission and settlement may occur at an earlier date. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Dowgate may agree that the Placing Shares should be issued in certificated form. Dowgate therefore reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means as it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. As Dowgate intends that the proceeds from the issue of Placing Shares will be paid within one Business Day of the delivery of the Placing Shares, it is agreed that Dowgate will use the CASS Delivery Versus Payment exemptions (as set out in CASS 6.1.12R and CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of the Placing Shares and/or monies relating to the Placing.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by Dowgate.
Each Placee agrees that, if it does not comply with these obligations: (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) Dowgate may sell (and is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of Dowgate (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to Dowgate for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Dowgate all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Dowgate lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Dowgate nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Dowgate under the Placing Agreement in respect of the Placing are, conditional upon, inter alia:
1 the Company having complied with all its obligations and having satisfied all conditions to be performed or satisfied by it under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
2 Admission taking place not later than 8.00 a.m. on 6 December 2023 (or such later date as may be agreed in writing between the Company and Dowgate),
(all conditions to the obligations of Dowgate included in the Placing Agreement being together, and some of which are summarised above, the "conditions").
If any of the conditions set out in the Placing Agreement are not fulfilled within the required timescales, or waived by Dowgate in its absolute discretion, then the respective obligations of each party will cease
and the Placing Agreement is then terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof against Dowgate and/or the Company or any of their respective affiliates. By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Certain conditions may be waived in whole or in part by Dowgate, in its absolute discretion by notice in writing to the Company and Dowgate may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Dowgate may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither Dowgate, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Dowgate.
Termination of the Placing
Dowgate may terminate the Placing Agreement, in accordance with its terms, at any time prior to an Admission if, inter alia:
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee against Dowgate and/or the Company or any of their respective affiliates in respect thereof.
By participating in the Placing, each Placee agrees with the Company and Dowgate that the exercise by the Company or Dowgate of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Dowgate and that neither of the Company nor Dowgate need make any reference to such Placee and that neither Dowgate, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Dowgate of a form of confirmation confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Dowgate and the Company, in each case as a fundamental term of its application for Placing Shares:
The Placing Confirmations referred to above are given to each of the Company and Dowgate (for their own benefit and, where relevant, the benefit of their respective Affiliates) and any person acting on their behalf, are irrevocable and shall not be capable of termination by a Placee in any circumstances and will survive completion of the Placing and Admission.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Dowgate does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The rights and remedies of Dowgate and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one or more remedies will not prevent the exercise of others. The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by Dowgate.
No claim shall be made against the Company, Dowgate or their respective Affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of any work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Dowgate will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Dowgate in the event that the Company and/or Dowgate have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Dowgate accordingly.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Dowgate shall notify the Placees and any person acting on behalf of the Placees of any such changes.
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.
Data Protection
The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website at www.ondoplc.com/privacy-cookie-policy
Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
"Admission" |
the admission of the Placing Shares to the Official List and to trading on the London Stock Exchange's Main Market, which is expected to take place at 8.00 a.m. on 6 December 2023 |
"Affiliate" |
the Company, Dowgate or any of their or any of their respective directors, officers, partners, agents, employees, affiliates, advisers, consultants or, in the case of Dowgate, persons connected with them as defined in FSMA |
"Announcement" |
this announcement, including the Appendix |
"Appendix" |
the appendix to this Announcement |
"Board" or "Directors" |
the board of directors of the Company |
"Bookbuild" |
the accelerated bookbuilding process being undertaken by the Dowgate as agent for the Company in relation to the Placing |
"certificated" or "in certificated form" |
refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST) |
"Companies Act" |
the Companies Act 2006 as amended |
"Company" or "Ondo InsurTech " |
Ondo InsurTech Plc (incorporated and registered in England and Wales with registered number 13218816) whose registered office is at 60 Gracechurch Street, London, United Kingdom, EC3V 0HR |
"CREST" |
the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form |
"Dowgate" |
Dowgate Capital Limited (registered in England and Wales with registered number 02474423) whose registered office is at 15 Fetter Lane, London EC4A 1BW, the Company's bookrunner and broker |
"Enlarged Share Capital" |
the 86,366,029 Ordinary Shares in issue immediately following Admission, including the Placing Shares |
"Euroclear" |
Euroclear UK & International Limited, the operator of CREST |
"Existing Ordinary Shares" |
the 81,097,736 issued Ordinary Shares of the Company as at the date of this Announcement |
"FCA" |
the Financial Conduct Authority of the UK |
"FSMA" |
the Financial Services and Markets Act 2000, as amended |
"Group" |
the Company and its subsidiary undertakings (as defined in the Companies Act) as at the date of this Announcement |
"Listing Rules" |
the listing rules made by the FCA pursuant to Part VI of the FSMA |
"London Stock Exchange" |
London Stock Exchange Group plc |
"Official List" |
The Official List of the Financial Conducty Authority |
"Ordinary Shares" |
the ordinary shares of 5 pence each in the capital of the Company |
"Placees" |
the persons procured or to be procured by Dowgate to subscribe for the Placing Shares at the Placing Price; |
"Placing" |
the placing by Dowgate on behalf of the Company of the Placing Shares at the Placing Price pursuant to the terms of the Placing Agreement |
"Placing Agreement" |
the conditional agreement dated 30 November 2023 between the Company, the Directors and Dowgate relating to the Placing |
"Placing Price" |
20.5 pence per Placing Share |
"Placing Shares" |
the 5,268,293 new Ordinary Shares which have been conditionally placed by Dowgate with institutional and other investors pursuant to the Placing |
"Registrars" |
Neville Registrars Limited |
"Regulation S" |
Regulation S promulgated under the US Securities Act; |
"Regulatory Information Service" |
a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/ |
"Securities Act" |
the United States Securities Act of 1933, as amended |
"Shareholders" |
registered holders of Ordinary Shares |
"uncertificated" or "in uncertificated form" |
an Ordinary Share recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
"UK MAR" |
the UK version of the Market Abuse Regulation (2014/596/EU) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018 |
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" |
the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof |
"£" |
pounds sterling, the lawful currency of the UK |