REG - Ondo InsurTech PLC - Proposed Placing and Open Offer
13/05/2024 16:45
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RNS Number : 2319O Ondo InsurTech PLC 13 May 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDO INSURTECH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF ONDO INSURTECH PLC.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY UK MAR. UPON PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO
THE COMPANY AND ITS SECURITIES.
13 May 2024
Ondo InsurTech plc
("Ondo" or the "Company")
Proposed Placing to raise approximately £3.0 million via an accelerated
bookbuild, and
Open Offer to raise up to a further approximately £1.2 million
Ondo InsurTech plc (LSE: ONDO), a leading company in claims prevention
technology for home insurers, today announces that it proposes to raise gross
proceeds of approximately £3.0 million by means of a Placing to new and
existing institutional investors. In addition to the Placing, the Company
proposes to raise up to a further approximately £1.2 million (before
expenses), subject to the Board's discretion to increase the size of the Open
Offer, by way of an Open Offer (together with the Placing, the "Fundraising").
The net proceeds from the Placing will be used primarily to accelerate the
Company's commercial progress through:
· establishing an administration and service support centre in the
US;
· building and expanding operations across the US through direct
staff and dedicated service partnerships to support LeakBot rollouts; and
· providing working capital to finance growth in rollouts in line
with existing US and European agreements.
The Placing will be conducted in accordance with the terms and conditions set
out in Appendix I to this announcement through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following release
of this placing announcement (the "Announcement").
Highlights
· Proposed Placing of approximately £3.0 million with new and
existing institutional investors, and proposed Open Offer of up to
approximately £1.2 million, subject to the Board's discretion to increase the
size of the Open Offer, to existing Qualifying Shareholders, in each case at
the Issue Price.
· The Fundraising will provide the Group with sufficient working
capital to deliver on the near-term contracts that have already been won and
to build the pipeline for future growth beyond existing contracts.
· The Issue Price of 14.0 pence represents a discount of
approximately 3.45 per cent. to the closing mid-market price of 14.5 pence per
Share on 13 May 2024, being the last Business Day prior to the date of this
Announcement.
· The Placing and Open Offer are conditional upon, among other
things, the passing of the Resolutions, the Placing Agreement not being
terminated in accordance with its terms and Admission becoming effective.
· The Placing is subject to the terms and conditions set out in
Appendix I.
· Details of the Placing and Open Offer will be set out in a
Prospectus to be sent to Shareholders shortly.
· Completion of the Placing and Open Offer is subject to, inter
alia, the Resolutions being passed at a General Meeting of the Company,
expected to be held at 10.30 a.m. on 3 June 2024.
· Dowgate Capital Limited ("Dowgate") is acting as financial
adviser and Broker to the Company in connection with the Fundraising.
Further information on the Fundraising
The Fundraising is conditional upon, among other things, the passing by
Shareholders of the Resolutions at the General Meeting of the Company,
expected to be held at 10.30 a.m. on 3 June 2024, Admission becoming effective
and the Placing Agreement not being terminated in accordance with its terms.
The Placing is conditional upon the Prospectus having been approved by the
FCA.
Placing
The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement.
Dowgate will commence the Placing and the Placing will open immediately
following the release of this Announcement. The timing of the closing of the
Bookbuild and allocations are at the absolute discretion of the Company and
Dowgate. The number of Placing Shares to be placed in the Placing at the Issue
Price will be determined following closing of the Bookbuild. Details of the
result of the Placing and the number of Placing Shares to be issued will be
announced as soon as practicable after the conditional close of the Placing.
Persons who choose to participate in the Placing, by making an oral,
electronic or written offer to subscribe for Placing Shares, will be deemed to
have read and understood this Announcement in its entirety (including Appendix
I) and to be making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties, agreements,
acknowledgements and undertakings contained in Appendix I.
Open Offer
In addition to the Placing, the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of up to
8,669,476 Open Offer Shares at the Issue Price to raise gross proceeds of up
to approximately £1.2 million. Qualifying Shareholders subscribing for their
full entitlement under the Open Offer may also request additional Open Offer
Shares through an excess application facility. The Open Offer is not
underwritten.
Subject to the fulfilment of the conditions set out below and in the
Prospectus, Qualifying Shareholders may subscribe for Open Offer Shares on the
basis of
1 new Open Offer Share for every 10 Existing Shares
in proportion to their holding of Existing Shares held on the Record Date.
Shareholders subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement, up to the
total number of Open Offer Shares available to Qualifying Shareholders under
the Open Offer, further details of which are set out below.
Application for Admission
Applications will be made for the New Ordinary 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 New Ordinary Shares
will become effective and dealings in the New Ordinary Shares will commence at
8.00 a.m. on or around 5 June 2024.
Additional information
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's then Existing Shares,
including the right to receive all dividends and other distributions declared,
made or paid on or in respect of such shares after the date of issue.
Subject to approval of the Prospectus by the FCA, a prospectus and circular
convening a General Meeting of the Company's Shareholders is expected to be
posted on or around 15 May 2024 and will provide details of, and the
background to the Fundraising, and will set out the reasons why the Board
believes that the Fundraising is in the best interests of the Company and its
Shareholders and to seek Shareholder approval of the Resolutions.
Please refer to Appendix I to this Announcement (which forms part of this
Announcement) which sets out further details of the Placing.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in Appendix II (which forms part of this
Announcement).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the appendices to this Announcement (which form part of this
Announcement) which includes the terms and conditions of the Fundraising.
Enquiries
Ondo InsurTech plc +44 (0) 800 783 9866
Craig Foster, CEO
Kevin Withington, CFO
Dowgate Capital Limited - Financial Adviser & Broker +44 (0)20 3903 7715
Corporate Finance
Russell Cook, Nicholas Chambers, Charlie Hall
Corporate Broking
James Serjeant, Colin Clime
Cassiopeia Services Limited - PR & Investor Relations +44 (0) 7949 690338
Stefania Barbaglio
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY
Introduction
Ondo announces that it proposes to raise gross proceeds of approximately £3.0
million by means of a Placing to new and existing institutional investors. In
addition, the Company proposes to raise up to a further approximately £1.2
million (before expenses), subject to the Board's discretion to increase the
size of the Open Offer, by way of an Open Offer.
The Fundraising is conditional upon, amongst other things, the passing of the
Resolutions and Admission.
Background to and reasons for the Fundraising
Ondo is a leading provider of water leak detection technology to the home
insurance and UK water utility sectors through its proprietary LeakBot water
leak technology solution, developed over the last 10 years. LeakBot is a
patented self-install solution that, once deployed and activated, monitors the
home mains water system. The device connects via the home wireless network and
a mobile app for the customer's smart phone.
If the LeakBot device detects a leak, it notifies the customer via the LeakBot
mobile app, the mobile app provides guidance to the customer to identify the
potential leak alongside giving access to a team of expert LeakBot engineers
who will attend the property to 'find and fix' the problem, leaving the
property leak free. Service engineers are either employed in-house by the
Group, as in the UK and part of the Scandinavian, or provided by third party
providers, as is being explored in the USA.
The LeakBot solution is supplied to three main markets: the home insurance
market in the UK, Scandinavian and USA and separately to the UK water
industry. In all cases the LeakBot device is typically provided to the
household free of charge, with the insurer or water company paying for the
device and services. The Group has increasingly moved to a recurring revenue
model, particularly in the USA, where its partners pay a monthly subscription
on behalf of their customers for the use of the LeakBot device as well as for
repair services when needed. This has materially increased the long term,
recurring nature of the Group's income and partners typically pay for twelve
months in advance, helping to manage the working capital demands on the Group.
All recently signed USA contracts are on a $5 per month recurring basis,
currently representing 2.5 per cent. of registered users and 10 per cent. of
Group recurring revenues, despite the early stage of the rollout.
The primary market for LeakBot is home insurance companies as part of a claims
mitigation solution to reduce the impact of water leaks and deliver claims
savings to the insurance industry. Nationwide (defined below) has estimated
that the average cost to them of a water claim is more than $12,000. Between
20-30 per cent. of all household insurance claims are caused by water leaks -
equivalent to some £16 billion per year in claims through the UK and USA.
At a time of increasing claims inflation, being able to mitigate risk via
the Internet of Things and other solutions is a key focus of the industry.
Based on a pilot study conducted for Portsmouth Water, LeakBot detected that
approximately 30 per cent. of all houses in which it is installed have a water
leak of some description. Independent research by Consumer Intelligence
published in June 2022 found LeakBot can reduce the cost of water damage
claims for insurers by 70 per cent., this is alongside reducing the cost of
unnecessary water usage for the homeowner and environment benefit.
The LeakBot claims mitigation solution is attracting significant interest in
existing UK and Nordic markets, alongside increasing interest from the USA
with recent contract wins with Nationwide and Selective (defined below). The
opportunity for significant expansion within the USA market, with both new and
existing partners, remains a key focus for the Group. This is alongside the
ongoing rollouts in Scandinavia and the UK.
In addition to damage prevention, water security is an increasingly dominant
global environmental concern. The LeakBot solution is attracting interest
from UK water utility companies as they seek to reduce water leaks, as
mandated by UK government. The LeakBot solution is able to address these
challenges with a cost effective, measurable solution that can be deployed
easily at scale into UK homes as part of a programme to reduce overall water
consumption. The LeakBot solution has been piloted with several UK water
companies, including Portsmouth Water and Southern Water and is now being
deployed to up to 6,000 homes with South West Water.
As part of the ongoing development of the water company opportunities, Ondo
has been working with several water companies to expand the deployments of
LeakBots to other parts of the UK alongside existing deployments. Ondo is
affiliated with Waterwise, an independent UK organisation encouraging water
efficiency for the benefit of people and the planet.
This interest from UK water companies is being developed alongside the core
market of providing a water claims prevention solution to major household
insurance companies in UK, Scandinavian and USA.
Ondo customers in the insurance sector include:
Nationwide (top 10 USA) Selective (USA)
Mutual of Enumclaw (USA) Pure Insurance (USA)
Admiral
(UK)
Hiscox (UK)
Direct Line
(UK) Covea
(UK)
LB Forsikring (Denmark) Topdanmark
(Denmark)
Lansforsakringar (Sweden)
Alongside insurers, Ondo has signed agreements with the following UK water
utility companies:
Portsmouth Water
Southern Water
South West
Water
To support its growth, both in the UK and internationally, but in particular
in the expanding USA market, Ondo is developing its technology, operational
and marketing infrastructure. It has expanded its USA operations with US wide
third-party distribution capabilities in California, a dedicated general
manager for North America and a team of four engineers covering four states.
Currently, technical, operational and additional customer support is provided
from the UK and the LeakBot product is manufactured in the UK. Following the
Placing, infrastructure in the USA will be expanded as the Group continues to
rollout into new states across the USA, with customer success and operational
leads employed centrally as well as engineers and customer success teams
within in each new state. Over time, the support provided by the UK team will
reduce. In addition, Ondo management are assessing manufacturing capabilities
in North America.
At the same time, the Group is in initial discussions with certain third party
providers of plumbing and home maintenance services across the USA, to provide
additional plumbing resources to enable Ondo to increase the pace and scale of
the rollout to more states. This approach, if successful, will reduce
resource required for further directly-hired engineers within the USA. It
would operate alongside the existing direct hired model as Ondo management
want to be confident that Ondo is able to continue and maintain the high
levels of customer service that all Ondo customers currently receive.
While the LeakBot product and platform are fully developed and operational,
the Company is continuing to develop the platform in line with the
requirements of new and existing partners. The Group in continuing with its
research and development program, albeit at a lower level of capital spend
than in previous years.
In the past 12 months Ondo has signed contracts that have significantly
increased the addressable households that LeakBot could be deployed into.
The Group now has approximately 2.5 million addressable households through
signed contracts in live locations and a further 2.5 million addressable
households that can be accessed through existing customers by adding plumbing
services in additional locations. In addition, the Group has a pipeline in
the USA that would expand its addressable households by a further 4.5 million
homes. The Group is working with a number of insurance company partners to
penetrate these addressable households through various combinations of opt in
and auto ship campaigns depending on the requirements of the partner.
As a result, Ondo has a significant number of opportunities from existing
contracts combined with a strong pipeline of opportunities in the USA, UK and
Scandinavia. The successful execution of the existing opportunities
alongside continuing to build the pipeline for the future remains a key
priority for the management team. The Fundraising will provide the Group
with sufficient working capital to deliver on its near-term, visible
opportunities.
Current trading and prospects
The Company announced on 16 April 2024 that progress reported for the first
six months of the year to 31 March 2024 continued into the second half in line
with management expectations. As a result, the out turn for the year to 31
March 2024 is expected to be in line with current market forecasts. The
Company continues to manage its cash resources with care and at 31 March 2024
the Company had cash at bank of £0.4 million.
The Company also reported that the Company has successfully launched with the
four US insurance companies across different US states: Nationwide, Selective,
Mutual of Enumclaw and Pure Underwriting. The Company further reported that it
has seen positive initial results from these partner launches, with an
excellent reception from both the insurers and their customers. Based on
these results and feedback to date management are increasingly confident as to
the prospects for multiple state rollouts with the existing partners, and also
in the Company's ability to launch new insurers through the current year.
Ondo also reiterated that it had announced the extension of the contract with
LB Forsikring and that it continues to launch new activity with existing
partners in Denmark and Sweden. Ondo anticipates that it will be signing new
partnerships in the UK and Scandinavia in the current financial year. In
addition, LeakBot has been increasing deployments with water companies in the
UK, including the largest deal so far announced on 26 February 2024 with
South-West Water. South West Water's initial order was for 6,000 LeakBots. To
date, 1,400 units have been deployed and the initial order is now expected to
be completed before end May 2024.
Placing
Dowgate is acting as sole broker in connection with the Placing. The Company
is proposing to raise gross proceeds of approximately £3.0 million through
the proposed placing of the Placing Shares at the Issue Price to new and
existing institutional investors. The Placing is subject to the terms and
conditions set out in Appendix I 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 Appendix I 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 Issue Price.
The Issue Price of 14.0 pence per share represents a discount of 3.45 per
cent. to the closing price of 14.5 pence per Share on 13 May 2024 (being the
last business day prior to this Announcement).
Open Offer
The Open Offer is conditional, amongst other things, on the following
conditions being satisfied; (a) the passing of the Resolutions at the General
Meeting without material amendment; (b) the Placing Agreement becoming
unconditional in all respects (save for the condition relating to Admission)
and not having been rescinded or terminated in accordance with its terms prior
to Admission; and (c) Admission of the New Ordinary Shares becoming effective
by 8.00 a.m. on or around 5 June 2024 (or such later date and/or time as the
Company and Dowgate may agree).
If these and the other conditions to the Open Offer are not satisfied or
waived (where capable of waiver), the Open Offer will lapse and will not
proceed and any applications made by Qualifying Shareholders will be rejected.
In these circumstances, application monies received by the Receiving Agent
in respect of Open Offer Shares will be returned (at the applicant's sole
risk), without payment of interest, as soon as reasonably practicable
thereafter. Lapsing of the Open Offer cannot occur after dealings in the
Open Offer Shares have begun.
The allotment and issue of the Open Offer Shares is conditional on Admission
of the Placing Shares but the Placing is not conditional on Admission of the
Open Offer Shares; if Admission of the Placing Shares does not occur, then the
Open Offer will also not complete. However, if the Open Offer does not
complete, then this will not prevent the Placing from completing.
Basic Entitlement
On and subject to the terms and conditions of the Open Offer, the Company
invites Qualifying Shareholders to apply for their Basic Entitlement of Open
Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic
Entitlement has been calculated on the following basis:
1 Open Offer Share for every 10 Existing Shares held at the Record Date
Basic Entitlements will be rounded down to the nearest whole number of Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional Open Offer
Shares (up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer) as an Excess Entitlement. Any Open Offer
Shares not issued to a Qualifying Shareholder pursuant to their Basic
Entitlement will be apportioned between those Qualifying Shareholders who have
applied for an Excess Entitlement at the sole and absolute discretion of the
Board, provided that no Qualifying Shareholder shall be required to subscribe
for more Open Offer Shares than they have specified on the Application Form or
through CREST.
Qualifying Shareholders should note that the Open Offer is not a "rights
issue". Invitations to apply under the Open Offer are not transferable unless
to satisfy bona fide market claims. Qualifying non-CREST Shareholders should
be aware that the Application Form is not a negotiable document and cannot be
traded. Qualifying Shareholders should also be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of Qualifying
Shareholders who do not apply for Open Offer Shares under the Open Offer.
Expected timetable of principal events
Record Date 6.00 p.m. on 13 May 2024
Announcement of Fundraising 4.35 p.m. on 13 May 2024
Announcement of result of Placing 14 May 2024
Ex-Entitlement Date for Open Offer 15 May 2024
Posting of Prospectus 15 May 2024
Open Offer opens 16 May 2024
Open Offer closes 30 May 2024
Announcement of result of Open Offer 31 May 2024
General Meeting 3 June 2024
Announcement of result of General Meeting by 4.30 p.m. on 3 June 2024
Admission of New Ordinary Shares 8.00 a.m. on 5 June 2024
Important information
This Announcement is for information purposes only and does not itself
constitute an offer or invitation to underwrite, subscribe for or otherwise
acquire or dispose of any securities in the Company and does not constitute
investment advice.
Neither this Announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of the securities laws of any state or territory of the United
States, Australia, Canada, Japan or the Republic of South Africa. The
distribution of this Announcement in other jurisdictions may be restricted by
law and persons into whose possession this Announcement comes should inform
themselves about, and observe, any such restrictions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. Neither this Announcement nor
any part of it nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.
In particular, the Placing Shares and the Open Offer Shares have not been and
will not be registered under the Securities Act, or under the securities laws
or with any securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly the Placing Shares and the Open Offer
Shares may not be offered, sold, pledged or transferred, directly or
indirectly, in, into or within the United States except pursuant to an
exemption from the registration requirements of the Securities Act and the
securities laws of any relevant state or other jurisdiction of the United
States. There is no intention to register any portion of the Fundraising in
the United States or to conduct a public offering of securities in the United
States or elsewhere.
Dowgate is authorised and regulated in the United Kingdom by the FCA and is
acting as financial adviser and broker to the Company in respect of the
Fundraising. Dowgate is acting for the Company and for no-one else in
connection with the Fundraising, and will not be treating any other person as
its client in relation thereto, and will not be responsible for providing the
regulatory protections afforded to its customers nor for providing advice in
connection with the Fundraising or any other matters referred to herein and
apart from the responsibilities and liabilities (if any) imposed on Dowgate,
as the case may be, by FSMA, any liability therefor is expressly disclaimed.
Any other person in receipt of this Announcement should seek their own
independent legal, investment and tax advice as they see fit.
Forward-looking statements
This Announcement contains statements about Ondo that are, or may be deemed to
be, "forward-looking statements".
All statements, other than statements of historical facts, included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"anticipates", "estimates", "projects", "would", "could", "continue" or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of Ondo.
These forward-looking statements are not guarantees of future performance.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or regulation
(including to meet the requirements of the Listing Rules, the Prospectus
Rules, the FSMA and/or UK MAR), does not undertake any obligation to update
publicly or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to Ondo or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this Announcement
are based on information available to the Directors at the date of this
Announcement, unless some other time is specified in relation to them, and the
posting or receipt of this Announcement shall not give rise to any implication
that there has been no change in the facts set forth herein since such date.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, APPENDIX II AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT
WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IN THE UNITED KINGDOM AND QUALIFIED
INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED
INVESTORS") AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH
FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES AND OPEN OFFER SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE
COMPANY, THE PLACING SHARES AND OPEN OFFER SHARES ARE BEING OFFERED AND SOLD
ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING
OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES AND OPEN OFFER SHARES IS BEING MADE IN THE UNITED STATES, THE
UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES
AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR
ANY PART OF IT IN OR INTO THE UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED
BY THE COMPANY AND DOWGATE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN ONDO INSURTECH PLC.
The distribution of this Announcement and/or the Placing and/or issue of, or
subscription for, the Placing Shares and Open Offer Shares, in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Dowgate or any of their respective Affiliates that would permit an
offer of the Placing Shares and Open Offer Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares and Open Offer Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and Dowgate to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of an offer to sell or issue or a solicitation of
an offer or invitation to buy or subscribe for or otherwise acquire any
securities in any jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or solicitation is
or may be unlawful. No public offering of Placing Shares or Open Offer Shares
is being made in any such jurisdiction. No copy or part of this Announcement
and the information contained in it may be released, published or distributed,
directly or indirectly, to persons in a Restricted Jurisdiction or any other
jurisdiction in which such release, publication or distribution would be
unlawful unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
In connection with the Fundraising and Admission, the final approved combined
circular and prospectus (the "Prospectus") prepared by, and relating to, the
Company is expected to be dated on or around 15 May 2024. The Prospectus will,
subject to approval by the FCA, be published on the Company's website and made
available to you and will be despatched by the Company to its Shareholders
(other than those who have elected or have deemed to have elected to receive
soft copy, e-mail notifications or postal notifications of the publication of
documents). The Prospectus is not expected to be approved and published prior
to Placees entering into a legally binding commitment in respect of the
Placing with the Broker, as agent of and on behalf of the Company. As such,
any commitments made under the Placing will be on the basis of this
Announcement and the terms and conditions in this Appendix I.
The Placing Shares and Open Offer Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and
Open Offer Shares and such shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any state, province
or territory of the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares and Open
Offer Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, New Zealand, Canada, the Republic of
South Africa or Japan or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Persons distributing any part of this Announcement or the Prospectus must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement and/or the Prospectus should
seek appropriate advice before taking any action. Persons into whose
possession this Announcement and/or the Prospectus comes are required by the
Company and Dowgate to inform themselves about, and observe, any such
restrictions.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix I. Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares or the Open Offer Shares is being or
will be made.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the Group's
plans and its current goals and expectations relating to its future financial
condition, performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek",
"may", "could", "outlook" or other words of similar meaning. By their
nature, all forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the control of
the Company, including amongst other things, United Kingdom domestic and
global economic business conditions, market-related risks such as fluctuations
in interest rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation, deflation,
the timing effect and other uncertainties of future acquisitions or
combinations within relevant industries, the effect of tax and other
legislation and other regulations in the jurisdictions in which the Group and
its affiliates operate, the effect of volatility in the equity, capital and
credit markets on the Group's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of operational
risks; and the loss of key personnel. As a result, the actual future
financial condition, performance and results of the Group may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Undue reliance should not be placed on any forward-looking statements made in
this Announcement by or on behalf of the Company, which speak only as of the
date they are made. Except as required by applicable law or regulation, the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
Dowgate, which is authorised and regulated by the FCA in the United Kingdom,
is acting as broker and bookrunner exclusively to the Company and to no-one
else in connection with the Bookbuilding Process, Placing and Admission and
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients, nor for
providing advice in relation to the Bookbuilding Process, the Placing, the
Open Offer or Admission or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Dowgate or by any of its Affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement, the Prospectus or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
No statement in this Announcement or the Prospectus is intended to be a profit
forecast or estimate, and no statement in this Announcement or the Prospectus
should be interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The contents of this Announcement and of the Prospectus are not to be
construed as legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The contents of this Announcement have not been reviewed by any regulatory
authority in the United Kingdom or elsewhere. Recipients of this Announcement
should exercise caution in relation to the Placing if they are in any doubt as
to the contents of this Announcement and seek independent professional advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to any stock exchange other than the Official List of the FCA (by way of a
Standard Listing under Chapter 14 of the Listing Rules) and to trading on the
London Stock Exchange's Main Market.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of
UK Manufacturers under the product governance requirements contained within
Chapter 3 of the FCA Handbook Production Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of investors who meet the criteria of
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the UK Product Governance Requirements; and
(ii) eligible for distribution through all distribution channels as are
permitted by UK Product Governance Requirements (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
(for the purposes of UK Product Governance Requirements) should note that: (a)
the price of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Dowgate will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Publicly Available Information
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 and the Prospectus 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 and/or Open
Offer 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 Issue 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 I 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 and
the Directors 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 and Open
Offer.
The Placing Shares and the Open Offer 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 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
and Open Offer Shares. The Placing Shares and Open Offer 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, amongst other things, 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 and/or Open Offer 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 of the Financial Conduct Authority (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.
Application will also be made to Euroclear for the entitlements to the Open
Offer Shares to be admitted as separate participating securities within CREST.
It is expected that Admission will take place no later than 8.00 a.m. on 5
June 2024 and that dealings in the Placing Shares and the Open Offer 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
Issue 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 the
Prospectus 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 and
the Prospectus.
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 "Issue Price") is fixed at 14.0
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" or the
"Bookbuild") is expected to close not later than 2.00 p.m. (London time) on 14
May 2024, 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 Issue
Price and otherwise on the terms and subject to the conditions set out in this
Appendix I 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 Issue 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 Issue 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 5 June 2024 unless
otherwise notified by Dowgate and settlement through CREST of the Placing
Shares is expected to take place on 5 June 2024 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 the
Secured Overnight Financing Rate ("SOFR") 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 Prospectus having been approved by the
FCA, the Resolutions having been passed and 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 the Prospectus having been approved by the FCA by midday on 15 May
2024 (or such later date as may be agreed in writing between the Company and
Dowgate);
3 the Resolutions having been passed;
4 there not having arisen or occurred any matter, fact or circumstance
or event which in the opinion of Dowgate would result in a supplementary
prospectus being required to be released, other than with the consent of
Dowgate;
5 Admission taking place not later than 8.00 a.m. on 5 June 2024 (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 (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 an 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 operations 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 the Prospectus 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 or the Prospectus) 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) the Ordinary Shares are admitted to the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market, 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;
(n) 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;
(o) 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;
(p) 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;
(q) 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;
(r) 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;
(s) 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);
(t) 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;
(u) 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;
(v) 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;
(w) 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;
(x) 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;
(y) 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;
(z) 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;
(aa) 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;
(bb) 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;
(cc) 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;
(dd) 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;
(ee) 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;
(ff) 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;
(gg) 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;
(hh) (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;
(ii) 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;
(jj) 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;
(kk) 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;
(ll) 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;
(mm) time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
(nn) 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;
(oo) 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;
(pp) 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;
(qq) 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;
(rr) 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;
(ss) 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;
(tt) 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;
(uu) 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);
(vv) 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
(ww) 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
(http://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.
APPENDIX II
DEFINITIONS
Admission admission of the New Ordinary Shares to the Official List (by way of a
Standard Listing) and to trading on the Main Market;
Application Form the application form relating to the Open Offer for use by Qualifying
non-CREST Shareholders;
Basic Entitlement the pro rata entitlement for Qualifying Shareholders to subscribe for Open
Offer Shares, in accordance with the terms and conditions of the Open Offer;
Broker or Dowgate Dowgate Capital Limited;
Business Day a day (other than a Saturday or a Sunday) on which banks are open for business
in London, UK;
certificated or in certificated form a Share recorded on the Company's register of members as being held in
certificated form (i.e. not in CREST);
Company Ondo Insurtech plc, a company incorporated in England and Wales with company
number 13218816;
CREST the relevant system (as defined in the CREST Regulations) for the paperless
settlement of trades and the holding of uncertificated securities, operated by
Euroclear, in accordance with the same regulations;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as
amended from time to time;
Directors the Directors of the Company
EU the Member States of the European Union;
Euroclear Euroclear UK & International Limited;
Excess Entitlement Open Offer Shares in excess of the Basic Entitlement, but not in excess of the
total number of Open Offer Shares, allocated to a Qualifying Shareholder
pursuant to the Open Offer, and in accordance with the terms and conditions of
the Open Offer;
Existing Shares the 86,694,763 Shares in issue on the date of this Announcement;
FCA the Financial Conduct Authority;
FSMA the Financial Services and Markets Act 2000, as amended from time to time;
Fundraising together, the Placing and the Open Offer;
General Meeting the general meeting of the Company to be held at 10.30 a.m. on 3 June 2024 at
Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW;
Group the Company and its subsidiary undertakings;
Listing Rules the listing rules made by the FCA under section 73A of FSMA as amended from
time to time;
London Stock Exchange London Stock Exchange Group plc;
Main Market the regulated market of the London Stock Exchange for listed securities;
New Ordinary Shares the new Shares to be issued and allotted pursuant to the Fundraising, being
the Placing Shares and the Open Offer Shares together;
Official List the official list of the FCA;
Open Offer the conditional invitation to Qualifying Shareholders to apply for the Open
Offer Shares at the Issue Price on the terms and conditions outlined in this
Announcement and the Prospectus;
Open Offer Shares up to 8,669,476 new Shares to be issued pursuant to the Open Offer;
Overseas Shareholders Shareholders with registered addresses, or who are citizens or residents of,
or incorporated in, countries outside of the United Kingdom;
Placing the conditional placing of the Placing Shares by Dowgate as placing agent for
the Company;
Placing Agreement the conditional agreement dated 13 May 2024 between the Company and the Broker
relating to the Placing;
Placing Shares the new Shares to be issued pursuant to the Placing;
Issue Price the price payable per New Ordinary Share, being 14.0 pence;
Prospectus the combined circular and prospectus published by the Company pursuant to the
Prospectus Regulation Rules on or around the date of this announcement
together with any supplementary prospectus published in connection with it;
Prospectus Regulation Rules the prospectus regulation rules of the FCA made in accordance with section 73A
of FSMA;
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Shares which, on the register of
members of the Company on the Record Date, are in uncertificated form in
CREST;
Qualifying non-CREST Shareholders Qualifying Shareholders holding Existing Shares which, on the register of
members of the Company on the Record Date, are in certificated form;
Qualifying Shareholders holders of Existing Shares other than Overseas Shareholders, whose names
appear on the register of members of the Company on the Record Date as holders
of Existing Shares and who are eligible to be offered Open Offer Shares under
the Open Offer in accordance with the terms and conditions set out in this
Announcement;
Receiving Agent or Registrar Neville Registrar Limited;
Record Date 6.00 p.m. on 13 May 2024;
Regulatory Information Service a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website,
http://www.fca.org.uk/
Resolutions the resolutions being proposed to Shareholders at the General Meeting and set
out in the notice of General Meeting included at the end of Prospectus;
Scandinavia being Denmark, Norway, and Sweden;
Shareholders the holders of the Shares and/or New Shares, as the context requires;
Shares the ordinary shares of £0.05 each in the capital of the Company;
Standard Listing a standard listing under Chapter 14 of the Listing Rules;
UK Prospectus Regulation the UK version of the EU Prospectus Regulation (2017/1129) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including, but not limited to, by the UK
Prospectus Amendment Regulations 2019 and The Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019));
uncertified or in uncertificated form recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US or USA the United States of America, its territories and possessions;
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