TIDMONDO
RNS Number : 3788V
Ondo InsurTech PLC
01 December 2023
The following amendments have been made to the 'Proposed placing
by way of an accelerated bookbuild to raise up to GBP1.08 million'
released on 30 November 2023 at 17.00 under RNS No 2812V.
Under the heading 'Details of the Placing'
The Company was proposing to raise approximately GBP 1.08
million not GBP 5.0m as stated and the relevant sentence should
read ' The Company is proposing to raise gross proceeds of
approximately GBP 1.08 million through the proposed placing of the
Placing Shares at the Placing Price '
Under the heading ' Summary and highlights '
The statement refers to IS27001, which should read ISO27001. The
corrected sentence should read ' The Placing proceeds will be used
to provide further working capital to pursue existing contracted
opportunities, in particular to accelerate the ISO27001
accreditation technology project which will support the existing
rollout plans with Nationwide Mutual Insurance Company '
All other details remain unchanged.
The full amended text is shown below.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, RECOMMATION,
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 GBP1.08 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 GBP1.08 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 ISO27001 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
Kevin Withington, CFO
Dowgate Capital Limited - Financial Adviser & Broker +44 (0)20 3903 7715
Russell Cook
Charlie Hall
Cassiopeia Services Limited - PR & Investor Relations +44 (0) 7949 690338
Stefania Barbaglio
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 30 November 2023
Placing
Admission and commencement of dealings 8.00 a.m. on 6 December
in the Placing Shares 2023
Placing Shares credited to CREST accounts 8.00 a.m. on 6 December
(uncertificated holders only) 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 GBP14
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 ISO27001
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 opportunities,
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 GBP6.0 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
GBP1.08 million through the proposed placing of the Placing Shares
at the Placing Price to investors using its 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX 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 INTED 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 AMED (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 AMED
(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 publicly
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:
(a) the Company fails, in any respect which Dowgate acting
reasonably considers to be material, to comply with its obligations
under the Placing Agreement or commits a breach of, inter alia, the
rules and regulations of the FCA, FSMA, UK MAR or any other
applicable law;
(b) any of the warranties in the Placing Agreement have ceased
to be true or accurate in any respect by reference to the
circumstances subsisting at that time, or a matter has arisen that
might reasonably be expected to give rise to a claim under the
indemnities in the Placing Agreement, which Dowgate considers to be
material in the context of the Placing;
(c) any statement contained in the Placing Documents (as defined
in the Placing Agreement) is or has become untrue, inaccurate or
misleading or a matter has arisen which would, if the Placing was
made at that time, constitute a omission from the Placing Documents
(as defined in the Placing Agreement) or any of them and which in
any respect Dowgate acting reasonably considers to be material in
the context of the Placing;
(d) in the opinion of Dowgate, there shall have been any
material adverse change (whether or not foreseeable at the date of
the Placing Agreement) in the condition, earnings, business,
management, property, assets, rights, results of operatings of the
Company or the Group, which is material in the context of the
Company or the Group taken as a whole, whether or not arising in
the ordinary course of business;
(e) there shall develop, occur or come into effect:
(i) a banking moratorium declared by the UK authorities;
(ii) any outbreak or escalation of hostilities or acts of
terrorism or declaration of a national emergency or war by, the
United Kingdom;
(iii) any other crisis of national or international effect which
in the opinion of Dowgate acting reasonably is materially
adverse.
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:
(a) it has read and understood this Announcement in its entirety
(including this Appendix) and acknowledges that its participation
in the Placing will be governed by the terms and conditions of the
Placing as referred to and included in this Announcement;
(b) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(c) in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(i) it is a UK Qualified Investor; and
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
-- the Placing Shares acquired by and/or subscribed for by it in
the Placing have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired
or subscribed for with a view to their offer or resale to, persons
in the United Kingdom other than UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale, in the United Kingdom, to UK
Qualified Investors, or in circumstances in which the prior consent
of Dowgate has been given to each such proposed offer or resale;
or
-- where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
(d) (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares is, and at the time the
Placing Shares are acquired will be, outside of the United States;
(ii) it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares is otherwise acquiring the Placing
Shares in an "offshore transaction" meeting the requirements of
Regulation S; and (iii) it is aware of the restrictions on the
offer and sale of the Placing Shares pursuant to Regulation S;
(e) it, and the person(s), if any, for whose account or benefit
it is subscribing for the Placing Shares, is not subscribing for
and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) under the Securities Act;
(f) unless otherwise specifically agreed with Dowgate, it and/or the person on behalf it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a national or resident of, or a corporation, partnership or other entity organised under the laws of, or with an address in, any Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
(g) the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
(h) it understands, and each account it represents has been
advised that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, acquired, resold, transferred or delivered, directly
or indirectly, within, or into or in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any securities laws of any state or other
jurisdiction of the United States;
(i) that no action has been or will be taken by the Company,
Dowgate or any person acting on behalf of the Company or Dowgate
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
(j) it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
(k) if in the United Kingdom, unless otherwise agreed by
Dowgate, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS") and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
(l) it has not distributed, forwarded, transferred or otherwise
transmitted, and will not distribute, forward, transfer or
otherwise transmit any materials relating to the Placing Shares
(including this Announcement or any part of it, or any other
presentational or other materials) and it will be acquiring the
Placing Shares for its own account as principal or for a
discretionary account or accounts (with respect to which it has the
authority to make the statements set out in this Announcement) for
investment purposes only and it does not have any contract,
understanding or arrangement with any person to sell, pledge,
transfer or grant a participation therein to such person or any
third person with respect to any Placing Shares; save that if it is
a private client stockbroker or fund manager, it confirms that in
purchasing Placing Shares it is acting under the terms of one or
more discretionary mandates granted to it by private clients and it
is not acting on an execution only basis or under specific
instructions to purchase Placing Shares for the account of any
third party;
(m) it acknowledges that no prospectus or offering document has
been or will be prepared in connection with the Placing in any
jurisdiction and that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
(n) the Ordinary Shares are admitted to 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, and that
the Company is therefore required to publish certain business and
financial information in accordance with the Listing Rules and UK
MAR, which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
(o) in accepting its participation in the Placing, it is relying
solely on this Announcement and the Publicly Available Information
(save that in the case of Exchange Information and Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph) and not on any other
information given, or representation, warranty or statement made at
any time, by any person concerning the Company, the Placing Shares
or the Placing. It agrees that neither the Company nor Dowgate, nor
any of their respective Affiliates nor persons acting on their
behalf will have any liability for any other information, warranty
or representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information, warranty or
representation;
(p) it has made its own assessment of the Company, the Placing
Shares and the terms and conditions of the Placing and has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(q) neither Dowgate nor any of its Affiliates nor any person
acting on their behalf has provided, and will not provide it with,
any material or information regarding the Placing Shares or the
Company; nor has it requested that Dowgate or any of its Affiliates
nor any person acting on their behalf provide it with any such
material or information; nor is it relying on any investigation
that Dowgate, any of its Affiliates or any person acting on their
behalf may have conducted with respect to the Placing Shares or the
Company;
(r) the content of this Announcement is exclusively the
responsibility of the Company and neither Dowgate nor any of its
Affiliates nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company and neither Dowgate nor any of its Affiliates
nor any person acting on their behalf will be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise;
(s) it has such knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for Placing Shares. It further
represents and warrants that it is experienced in investing in
securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It also
represents and warrants that it has had sufficient time to consider
and has conducted its own investigation with respect to its
subscription for Placing Shares, including the associated tax,
legal and other economic considerations, and has relied upon its
own examination and due diligence of the Company and its affiliates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
(t) it has not relied on any confidential price sensitive
information concerning the Company in making its investment
decision to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information or
inside information (as defined under UK MAR);
(u) if it has received any confidential price sensitive
information (including inside information as defined under UK MAR)
about the Company in advance of the Placing, it warrants that it
has received such information within the market soundings regime
provided for in Article 11 of UK MAR and has not: (a) dealt in the
securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
(v) it is aware of its obligations regarding insider dealing,
including, without limitation, as contained within the Criminal
Justice Act 1993 and UK MAR, and confirms that it has and will
continue to comply with those obligations;
(w) it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms of this Announcement at the due time and
on the due date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as
Dowgate and the Company determine;
(x) it has not relied on any information relating to the Company
contained in any research reports prepared by Dowgate and its
Affiliates or any person acting on their behalf and understands
that (a) neither Dowgate nor any of its Affiliates nor any person
acting on their behalf has or shall have any liability for publicly
available information relating to the Company or any representation
made in relation to the Company; (b) neither Dowgate nor any of its
Affiliates, nor any person acting on their behalf, has or shall
have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of this Announcement or otherwise; and (c) neither Dowgate nor any
of its Affiliates, nor any person acting on their behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of this Announcement or otherwise;
(y) it and/or each person on whose behalf it is participating
(a) is entitled to acquire Placing Shares under the laws and
regulations of all relevant jurisdictions which apply to it; (b)
has fully observed such laws and regulations and obtained all such
governmental and other guarantees and other consents and
authorities (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement including this Appendix) which may be required
thereunder and has complied with all necessary formalities; (c) has
all necessary capacity and authority and is entitled to commit to
its participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations, and to make the
representations and agreements contained in this Appendix; (d) has
paid any issue, transfer or other taxes due in connection with its
participation in the Placing in any territory; (e) has not taken
any action which will or may result in the Company or Dowgate or
any of their Affiliates or any person acting on their behalf being
in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing; and (f) if it is a
pension fund or investment company, is aware of and acknowledges
that it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
(z) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which it is permitted to do so pursuant to section 21 of FSMA
and it acknowledges and agrees that this Announcement has not been
approved by Dowgate in its capacity as an authorised person under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
(aa) it is aware of, has complied with and will comply with all
applicable laws with respect to anything done by it, or on its
behalf, in relation to the Placing Shares (including, without
limitation, all relevant provisions of FSMA and the Financial
Services Act 2012 ) in respect of anything done in, from or
otherwise involving the United Kingdom;
(bb) it is aware of and has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism
Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, any Money Laundering Sourcebook of
the FCA and related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA (together, the "Money Laundering Regulations") and, if
it is making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Money Laundering
Regulations;
(cc) in order to ensure compliance with the Money Laundering
Regulations, Dowgate or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Dowgate or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Dowgate's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form, may be retained at Dowgate's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity, Dowgate (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, Dowgate and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on subscription will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
(dd) its participation in the Placing will not give rise to an
offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
(ee) neither Dowgate, nor any of its Affiliates nor any person
acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction
it may enter into in connection with the Placing and participation
in the Placing is on the basis that it is not and will not be a
client of Dowgate and Dowgate has any duties or responsibilities to
it for providing the protections afforded to its clients or
customers , and further that neither Dowgate, nor any of its
Affiliates nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Dowgate's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
(ff) it irrevocably appoints Dowgate and any of its duly
authorised officers as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
(gg) any person who confirms to Dowgate on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who authorises
Dowgate to notify the Placee's name to the Company's registrars,
has authority to do so on behalf of the Placee;
(hh) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither Dowgate, the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Company, Dowgate and their respective Affiliates in respect of the
same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of Dowgate who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
(ii) (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services); (ii) it is not participating in the Placing as
nominee or agent for any person to whom the allocation, allotment,
issue or delivery of the Placing Shares would give rise to such a
liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(jj) it agrees to participate in the Placing on the basis that
the Placing Shares will be allotted to the CREST stock account of
Dowgate who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
(kk) any money held in an account with Dowgate on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under FSMA. The Placee acknowledges
that such money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from Dowgate's money in accordance with the client money
rules and will be used by Dowgate in the course of its business;
and the Placee will rank only as a general creditor of Dowgate;
(ll) Dowgate will invoke 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;
(mm) neither it nor, as the case may be, its clients expects
Dowgate to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the COBS, and Dowgate is not acting for it
or its clients, and Dowgate will not be responsible for providing
the protections afforded to customers of Dowgate or for providing
advice in respect of the transactions described in this
Announcement;
(nn) time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and
conditions;
(oo) the basis of any Placee's allocation in the Placing will be
determined together by Dowgate and the Company in their absolute
discretion. The right is reserved to reject in whole or in part
and/or to scale back any participation in the Placing;
(pp) its commitment to subscribe for Placing Shares on the terms
set out in this Announcement including this Appendix will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and Placees will have no right to be consulted
or require that their consent be obtained with respect to the
conduct of the Placing;
(qq) Dowgate and its Affiliates acting as an investor for its or
their own account(s) may subscribe for and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Dowgate and/or any of its respective Affiliates acting
as an investor for its or their own account(s). Each Placee further
acknowledges that Dowgate and its Affiliates may enter into
financing arrangements and swaps with investors in connection with
which Dowgate and any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Dowgate nor the Company
intends to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
(rr) it will (or will procure that its nominee will) if
applicable, make notification to the Company of any interest in the
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
(ss) any documents or communications sent to a Placee will be
sent at the Placee's risk and may be sent to any address notified
by it to Dowgate;
(tt) the exercise by Dowgate of any right or discretion under
the Placing Agreement shall be within the absolute discretion of
Dowgate and need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against Dowgate or the Company, or any of
their respective Affiliates, under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
(uu) the Company, Dowgate and others will rely upon the truth
and accuracy of the confirmations, acknowledgements,
representations, warranties, indemnities, agreements and
undertakings in this Announcement ("Placing Confirmations") and, if
any of the foregoing Placing Confirmations is or becomes no longer
true or accurate, the Placee shall promptly notify Dowgate;
(vv) if it is subscribing for the Placing Shares as a fiduciary
or agent for one or more investor accounts, it is duly authorised
and has full power and authority to make, and does make, the
Placing Confirmations on behalf of each such account and it
acknowledges that it is and will remain liable to Dowgate and the
Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for or on behalf of another person);
(ww) it agrees to indemnify on an after-tax basis and hold
harmless each of the Company, Dowgate, their respective Affiliates
and any person acting on their behalf from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by it of
the Placing Confirmations; and
(xx) its participation in the Placing, these terms and
conditions and any contractual or non-contractual obligations
arising out of, or in relation thereto, shall be governed by and
construed in accordance with the laws of England and Wales and the
courts of England and Wales shall have exclusive jurisdiction to
hear and decide any proceedings which may arise out of or in
connection with these terms and conditions, except that enforcement
proceedings in respect of the Placee's obligation to make payment
for the Placing Shares (together with any interest chargeable
thereon) may be taken by Dowgate or the Company in any
jurisdiction.
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 refers to an Ordinary Share which
certificated form" 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 a service approved by the FCA for
Service" 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 an Ordinary Share recorded on a register
uncertificated form" 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
"GBP" pounds sterling, the lawful currency
of the UK
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 or visit 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.
END
IOEUPGUCPUPWURG
(END) Dow Jones Newswires
December 01, 2023 03:46 ET (08:46 GMT)
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