REG - Ondine Biomedical - Result of Fundraising

Ondine BiomedicalAnnouncement

03/05/2024 16:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240503:nRSC2519Na&default-theme=true

RNS Number : 2519N  Ondine Biomedical Inc.  03 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE
PROHIBITED.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDINE BIOMEDICAL INC 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 ONDINE BIOMEDICAL INC.

 

 

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation No. 596/2014 as retained as part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and as
it may be modified from time to time by or under domestic law including, but
not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations
2019/310). Upon the publication of this Announcement, this inside information
is now considered to be in the public domain.

 

All references to C$ in this announcement are to Canadian Dollars.

This Announcement uses a £:C$ exchange rate of 1 : 1.71690 as at 16:30 (GMT)
on 1 May 2024.

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

3 May 2024

Ondine Biomedical Inc.

("OBI", "Ondine", or the "Company")

Result of Fundraising

 

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is
pleased to confirm, further to the announcement made on 3 May 2024, (the
"Launch Announcement"), the successful completion of the Placing and
Subscription at the Issue Price of 7 pence per New Common Share (the
"Fundraising"). The Issue Price represents a premium of approximately 36.6 per
cent. to the closing mid-price of the Common Shares on 2 May 2024.

 

The total gross proceeds of the Fundraising are approximately £3.04 million
(C$5.23 million) and the estimated net proceeds are expected to be
approximately £2.92 million (C$5.00 million).

 

The Placing has conditionally raised aggregate gross proceeds of approximately
£2.74 million (C$4.71 million) pursuant to the placing of 39,209,992 Placing
Shares with new and existing investors. The Subscription has raised further
gross proceeds of approximately £0.29 million (C$0.50 million) pursuant to
subscriptions received for 4,182,673 Subscription Shares.

 

The 43,392,665 New Common Shares in aggregate to be issued pursuant to the
Fundraising represent approximately 19.1 per cent. of the existing issued
share capital of the Company, or approximately 16.1 per cent. of the share
capital of the Company as enlarged by the Fundraising.

 

All shares issued pursuant to the Fundraising will be issued non pre-emptively
under the Company's existing authorities, and are expected to be admitted to
trading on AIM on or around 9 May 2024.

 

In addition, the Company will issue 21,696,327 Warrants in conjunction with
the Fundraising, on the basis of one Warrant for every two Placing Share(s) or
Subscription Share(s) purchased. Each Warrant can be exercised over one Common
Share within nine months of Admission, at an exercise price of 15 pence.

 

Orana Corporate LLP ("Orana") acted as Joint Broker to the Placing and Singer
Capital Markets Securities Limited ("SCM") acted as Bookrunner for the
Placing. The Placing was conducted following a market sounding by way of an
accelerated book build process.

 

 

Related Party Transaction

Certain of the directors of the Company ("Directors") have conditionally
subscribed for, in aggregate, 4,079,981 Subscription Shares at the Issue
Price, raising gross proceeds of approximately £0.29 million (C$0.49
million).

 

The number of New Common Shares conditionally subscribed for by each of the
Directors and the associated issue of Warrants, and their resulting
shareholdings following the Admission of the Placing Shares and the
Subscription Shares subscribed for to date are set out below:

 

 Director          Number of New Common Shares subscribed for in the Subscription  Total Number of New Common Shares held on Admission  % of issued share capital as enlarged by the completed Fundraising  Number of Warrants to be issued in the Fundraising
 Carolyn Cross(1)  1,825,650                                                       137,153,929                                          50.77%                                                              912,825

 Craig Tooman      446,402                                                         619,680                                              0.23%                                                               223,201

 Jean Duval        535,683                                                         743,617                                              0.28%                                                               267,841

 Junaid Bajwa      491,042                                                         808,777                                              0.30%                                                               245,521

 Michael Farrer    223,201                                                         309,843                                              0.11%                                                               111,600

 Simon Sinclair    558,003                                                         1,030,930                                            0.38%                                                               279,001

 

 

1    Existing beneficial holding includes 109,469,879 shares held by Mrs
Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400
shares held by Mr Robert Cross, husband of Mrs Carolyn Cross.

 

The subscriptions by the Participating Directors and associated issue of
Warrants, constitute a related party transaction for the purposes of Rule 13
of the AIM Rules (the "Transaction"). The independent Directors for the
purposes of the Fundraising, being Hon. Jean Charest and Nicolas Loebel,
having consulted with the Company's nominated adviser, consider that the terms
of the Transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Admission, Settlement and Dealings

 

Admission of the Placing Shares and Subscription Shares will take place on or
around 8.00 a.m. on 9 May 2024 and dealings on AIM in the Placing Shares and
the Subscription Shares will commence at the same time. Admission is
conditional upon, among other things, the Placing Agreement becoming
unconditional and not being terminated, and the Subscription being carried out
within the Company's existing statutory authority to issue shares on a non
pre-emptive basis.

 

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

 

Total Voting Rights

 

Following admission of the Placing Shares and Subscription Shares, the
Company's issued and fully paid share capital will consist of 270,146,454
Common Shares, each carrying one voting right per Common Share. The Company
does not hold any Common Shares in treasury. Therefore, the total number of
Common Shares and voting rights in the Company will be 270,146,454 after
Admission.

 

This figure may be used from the date of Admission until further notice by
Existing Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

Enquiries:

  Ondine Biomedical Inc.
 Angelika Vance, Corporate Communications                                  +001 604 838 2702

 Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)
 Aubrey Powell, Asha Chotai, Sam Butcher                                   +44 (0)20 7496 3000

 Orana Corporate LLP (Joint Broker to the Placing)
 Sebastian Wykeham                                                         +33 6 7120 1513

 RBC Capital Markets (Joint Broker)
 Rupert Walford, Kathryn Deegan                                            +44 (0)20 7653 4000

 Vane Percy & Roberts (Media Contact)                                     +44 (0)77 1000 5910
 Simon Vane Percy, Amanda Bernard

 

 

IMPORTANT NOTICES

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. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

No undertaking, representation, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or the Bookrunner or
any of their respective directors, officers, partners, employees, agents or
advisers or any other person as to the accuracy or completeness of the
information or opinions contained in this announcement and no responsibility
or liability is accepted by any of them for any such information or opinions
or for any errors, omissions or misstatements, negligence or otherwise in this
Announcement.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.

THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION (INCLUDING THE TERMS
AND CONDITIONS) CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR TRANSMISSION,
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US 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 exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. 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
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company'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 Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company 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.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product 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 the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in 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, the Bookrunner 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 chapters 9A or 10A respectively of the COBS; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

EU Product Governance Requirements

Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in
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 Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Bookrunner will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability of
appropriateness for the purposes of MiFID II; 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.

SCM is authorised and regulated by the Financial Conduct Authority (the "FCA")
in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and SCM will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Orana Corporate LLP (FRN 835691) is an appointed representative of Ragnar
Capital Partners LLP (FRN 593052) who are authorised and regulated by the
Financial Conduct Authority in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and Orana will
not be responsible to anyone (including any purchasers of the Placing Shares)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing 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 the Bookrunner or by any of its respective 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 their respective advisers, and any liability therefore is
expressly disclaimed.

 

 

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

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