TIDMONDO
RNS Number : 2918V
Ondo InsurTech PLC
30 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE
UNLAWFUL ("RESTRICTED JURISDICTIONS"). PLEASE SEE THE IMPORTANT
NOTICES SECTION OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONDO INSURTECH
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF ONDO INSURTECH PLC.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS
PERMITTED BY UK MAR. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
30 November 2023
Ondo InsurTech plc
(" ONDO " or the "Company")
Result of Placing
Ondo Insurtech (LSE: ONDO), a leading company in claims
prevention technology for home insurers , is pleased to announce
that it has raised GBP1.08 million via the Placing announced
earlier this evening through the issue of 5,268,293 Placing Shares
to investors at the Placing Price. The net proceeds of the Placing
are estimated to be approximately GBP1.0 million.
The Placing Price of 20.5 pence per share represented a discount
of 2.44 per cent. to the closing price of 21.0 pence per existing
ordinary share of 5 pence each in the Company ("Ordinary Shares")
on 30 November 2023, being the last business day prior to this
announcement. The Placing Shares will represent approximately 6.50
per cent. of the Company's existing share capital.
Application for Admission
Application will be made for the Placing Shares to be admitted
to listing on the Official List of the Financial Conduct Authority
(by way of a Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the London Stock Exchange's main market
for listed securities. It is expected that admission of the Placing
Shares will become effective and dealings in the Placing Shares
will commence at 8.00 a.m. on or around 6 December 2023
("Admission").
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Craig Foster, Chief Executive Officer of Ondo, said: " We are
delighted with the support we have received from both new and
existing investors, particularly given the prevailing stock market
conditions. This capital raise follows our recent series of
contractual wins and provides additional capital to help us pursue
this growth."
Total Voting Rights
Following Admission, the Company will have 86,366,029 Ordinary
Shares in issue. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of ordinary shares and voting
rights in the Company will be 86,366,029. With effect from
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company on 30 November 2023 at 5.00 p.m.
to announce the launch of the Placing.
Enquiries
Ondo InsurTech plc +44 (0) 800 783 9866
Craig Foster, CEO
Kevin Withington, CFO
Dowgate Capital Limited - Financial Adviser & Broker +44 (0)20 3903 7715
Russell Cook
Charlie Hall
Cassiopeia Services Limited - PR & Investor Relations +44 (0) 7949 690338
Stefania Barbaglio
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IN THE UNITED KINGDOM AND
QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED
TO AS "UK QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT
TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS
TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF
THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR
OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS
BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. PERSONS
RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND
TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT
IT OR ANY PART OF IT IN OR INTO THE UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND
DOWGATE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN WAVE PLC.
The distribution of this Announcement and/or the Placing and/or
issue of, or subscription for, the Placing Shares, in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Dowgate or any of their respective Affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Dowgate to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of an offer to sell or
issue or a solicitation of an offer or invitation to buy or
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offering of Placing
Shares is being made in any such jurisdiction. No copy or part of
this Announcement and the information contained in it may be
released, published or distributed, directly or indirectly, to
persons in a Restricted Jurisdiction or any other jurisdiction in
which such release, publication or distribution would be unlawful
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom will be
made pursuant to an exemption from the requirement to produce a
prospectus under the UK Prospectus Regulation or the EU Prospectus
Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of FSMA does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and such shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, New Zealand,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company and
Dowgate to inform themselves about, and observe, any such
restrictions.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Group ' s plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Group and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Group ' s profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Group may differ materially from the
plans, goals and expectations set forth in any forward-looking
statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. Undue reliance should not be placed on any
forward-looking statements made in this Announcement by or on
behalf of the Company, which speak only as of the date they are
made. Except as required by applicable law or regulation, the
Company expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Dowgate, which is authorised and regulated by the FCA in the
United Kingdom, is acting as broker and bookrunner exclusively to
the Company and to no-one else in connection with the Bookbuilding
Process, Placing and Admission and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Bookbuilding Process, the Placing or Admission
or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Dowgate or by any of its Affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
The contents of this Announcement have not been reviewed by any
regulatory authority in the United Kingdom or elsewhere. Recipients
of this Announcement should exercise caution in relation to the
Placing if they are in any doubt as to the contents of this
Announcement and seek independent professional advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to any stock exchange other than the Official List 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.
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END
ROIBMBRTMTTJBPJ
(END) Dow Jones Newswires
November 30, 2023 12:30 ET (17:30 GMT)
Grafico Azioni Ondo Insurtech (LSE:ONDO)
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