Babylon (NYSE: BBLN) (“Babylon'') today announced
additional details concerning the previously announced 1-for-25
reverse share split (the “Reverse Share Split") of its Class A
ordinary shares, par value $0.0000422573245084686 per share (the
“Class A Ordinary Shares”), which will become effective on December
15, 2022 (the “Effective Date”). These shares are expected to begin
trading on a split-adjusted basis at market open on December 16,
2022.
The Reverse Share Split is intended to increase the per share
trading price of the Class A Ordinary Shares to enable Babylon to
regain compliance with the New York Stock Exchange minimum share
price requirement. Babylon believes that the Reverse Share Split
will also benefit its shareholders because it will enable Babylon
to reach additional institutional shareholders who impose minimum
price requirements in their investment decisions and within their
funds.
Following the Reverse Share Split, the new CUSIP and ISIN
numbers for the Class A Ordinary Shares will be G07031 209 and
JE00BQWMWC12, respectively, and the Class A Ordinary Shares will
continue to trade on the NYSE under the existing symbol,
“BBLN.”
At Babylon’s Annual General Meeting of Shareholders, held on
September 14, 2022, Babylon’s shareholders approved special
resolutions to authorize the Board of Directors (the “Board”) to
carry out the Reverse Share Split, determine a conversion ratio,
between 15 and 25, reflecting the number of pre-split Class A
Ordinary Shares that would be consolidated into one post-split
Class A Ordinary Share and the number of pre-split Class B ordinary
shares, par value $0.0000422573245084686 per share (the "Class B
Ordinary Shares") that would be consolidated into one post-split
Class B Ordinary Share, and approve related amendments to Babylon’s
Amended and Restated Memorandum (“Memorandum Amendments”) to effect
the Reverse Share Split. The Board approved a conversion ratio of
1-for-25 on November 7, 2022. In addition, on November 29, 2022,
the Board approved revised Memorandum Amendments, updating the
previously announced par value for the Class A Ordinary Shares and
share capital following the Reverse Share Split.
Concurrent with the Reverse Share Split, the par value of the
Class A Ordinary Shares and Class B Ordinary Shares will be changed
to US$0.001056433113 per share. Under the revised Memorandum
Amendments, upon effectiveness of the Reverse Share Split,
Babylon’s share capital will be US$409,896.05 divided into:
260,000,000 Class A Ordinary Shares with a par value of
US$0.001056433113 each; 124,000,000 Class B Ordinary Shares with a
par value of US$0.001056433113 each; and 100,000,000 Deferred
Shares with a par value of US$0.0000422573245084686 each. The
Reverse Share Split will become effective upon the filing of the
Memorandum Amendments with the Jersey Financial Services Commission
on the Effective Date. No Class B Ordinary Shares or Deferred
Shares are issued and outstanding.
Computershare Trust Company, N.A. (“Computershare”), Babylon’s
transfer agent, will act as the exchange agent for the Reverse
Share Split. No fractional Class A Ordinary Shares will be issued
in connection with the Reverse Share Split. As soon as practicable
after the Reverse Share Split becomes effective, Computershare will
aggregate all fractional Class A Ordinary Shares and arrange for
them to be sold at the then prevailing prices on the open market.
After completing the sale, shareholders who would otherwise have
been entitled to a receive a fractional Class A Ordinary Share will
receive a cash payment in an amount equal to their pro rata share
of the total net proceeds of the sales of the aggregated fractional
Class A Ordinary Shares.
Shareholders with book-entry shares or who hold their Class A
Ordinary Shares through a bank, broker or other nominee will not
need to take any action. Shareholders of record will receive their
post-Reverse Share Split Class A Ordinary Shares in book-entry and
receive a statement from Computershare regarding their post-Reverse
Share Split ownership of Class A Ordinary Shares.
Shareholders may contact Computershare’s Shareholder Services
Department at 1-800-736-3001 (+1 (781) 575-3100 for international
callers) with any questions.
About Babylon
At Babylon, our mission is to make quality healthcare accessible
and affordable for every person on Earth. We believe that this is
possible by combining cutting edge technology with the best medical
expertise. To this end we are building an integrated digital first
primary care service that can manage population health at
scale.
Founded in 2013, we are reengineering how people engage with
their care at every step of the healthcare continuum. By flipping
the model from reactive sick care to proactive healthcare through
the devices people already own, we offer millions of people
globally, ongoing, always-on care. And, we have already shown that
in environments as diverse as the developed UK or developing
Rwanda, urban New York or rural Missouri, for people of all ages,
it is possible to achieve our mission by leveraging our highly
scalable, digital-first platform combined with high quality,
virtual clinical operations to provide integrated, personalized
healthcare.
Today, we support a global patient network across 15 countries,
and operate in 16 languages. In 2021 alone, Babylon helped a
patient every 6 seconds, with approximately 5.2 million
consultations and AI interactions. Importantly, this was achieved
with a 93% user retention rate in our NHS GP at Hand service and 4
or 5-star ratings from more than 90% of our users across all of our
geographies. We are working to demonstrate how our model of digital
first integrated primary care can be applied to manage the health
of the population in different settings across Medicare, Medicaid,
and commercial value based care contracts in the US and our primary
care services in the UK.
Babylon is also working with governments, health providers,
employers and insurers across the globe to provide them with a new
digital-first platform that any partner can use to deliver
high-quality healthcare with lower costs and better outcomes. For
more information, please visit www.babylonhealth.com.
Forward-Looking
Statements
This press release contains “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or our
future financial or operating performance. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements
include, without limitation, information concerning Babylon’s
possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry environment
and potential growth opportunities.
These forward-looking statements are not guarantees of future
performance, conditions, or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside of Babylon’s management’s
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to our future financial and operating
results and ability to generate profits in the future; that we may
require additional financing and our ability to obtain additional
financing on favorable terms; our ability to sell the Meritage
Medical Network/IPA business, including the timing of the sale and
the sale price; the impact of our planned reverse share split on
the price and trading market for our Class A ordinary shares; if we
fail to comply with the NYSE’s continued listing standards and
rules, the NYSE may delist our Class A ordinary shares;
uncertainties related to our ability to continue as a going
concern; our ability to successfully execute our planned cost
reduction actions and realize the expected cost savings; the growth
of our business and organization; risks associated with impairment
of goodwill and other intangible assets; our failure to compete
successfully; our ability to renew contracts with existing
customers, and risks of contract renewals at lower fee levels, or
significant reductions in members, pricing or premiums under our
contracts due to factors outside our control; our dependence on our
relationships with physician-owned entities; our ability to
maintain and expand a network of qualified providers; our ability
to increase engagement of individual members or realize the member
healthcare cost savings that we expect; a significant portion of
our revenue comes from a limited number of customers; the
uncertainty and potential inadequacy of our claims liability
estimates for medical costs and expenses; risks associated with
estimating the amount and timing of revenue recognized under our
licensing agreements and value-based care agreements with health
plans; risks associated with our physician partners’ failure to
accurately, timely and sufficiently document their services; risks
associated with inaccurate or unsupportable information regarding
risk adjustment scores of members in records and submissions to
health plans; risks associated with reduction of reimbursement
rates paid by third-party payers or federal or state healthcare
programs; risks associated with regulatory proposals directed at
containing or lowering the cost of healthcare, including the ACO
REACH model; immaturity and volatility of the market for
telemedicine and our unproven digital-first approach; our ability
to develop and release new solutions and services; difficulty in
hiring and retaining talent to operate our business; risks
associated with our international operations, economic uncertainty,
or downturns; the impact of COVID-19 or any other pandemic,
epidemic or outbreak of an infectious disease in the United States
or worldwide on our business; risks associated with foreign
currency exchange rate fluctuations and restrictions; and the other
risks and uncertainties identified in Babylon’s Annual Report on
Form 20-F filed with the SEC on March 30, 2022, and in other
documents filed or to be filed by Babylon with the SEC and
available at the SEC’s website at www.sec.gov.
Babylon cautions that the foregoing list of factors is not
exclusive and cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Except as required by law, Babylon does not undertake any
obligation to update or revise its forward-looking statements to
reflect events or circumstances after the date of this press
release.
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