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Result of Placing

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Ondo InsurTech plc (LSE: ONDO), a leading company in claims prevention technology for home insurers, is pleased to announce that further to the Company's announcement released at 4.35 p.m. on 13 May 2024 ("Launch Announcement") the Bookbuild has closed and the Company has conditionally raised £3.0 million through the placing of 21,428,571 Placing Shares to certain Institutional and other investors at the Issue Price.

The Issue Price of 14.0 pence per share represented a discount of approximately 3.45 per cent. to the closing price of 14.5 pence per existing ordinary share of 5 pence each in the Company ("Ordinary Shares") on 13 May 2024, being the last business day prior to announcement of the Placing. The Placing Shares will represent approximately 24.7 per cent. of the Company's existing share capital.

In addition to the Placing, the Company intends to provide 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 up to approximately £1.2 million (before expenses), on the basis of 1 Open Offer Share for every 10 Existing Shares held on the Record Date. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an excess application facility (the "Excess Application Facility").

Shareholders should note that the Placing and Open Offer 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.

Directors' participation

Certain Directors of the Company have undertaken to subscribe to the Placing as follows:

NameCurrent share-holdingNumber of Placing SharesIrrevocable Undertaking under Open OfferShare-holding upon Admission% holding upon Admission (1)
Mark Wood1,496,892178,571149,6891,825,1521.56%
Craig Foster1,779,567121,429-1,900,9961.63%
Kevin Withington186,66689,286-275,9520.24%

Assuming that the Open Offer is taken up in full

Craig Foster, Chief Executive Officer of Ondo, said:

"We appreciate the support shown by a number of new institutional investors that have backed the fundraising, as well as the continued support from our existing institutional shareholders.

The proceeds of the Placing will enable us to accelerate and role out into the US, and maintain growth in other UK and Scandinavian markets.

We are pleased to also be able to offer the opportunity for all of our Shareholders to also participate in the Fundraise on the same terms as the participants in the Placing, through the Open Offer.

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 5 June 2024 ("Admission").

Admission is conditional upon, among other things, the Prospectus being approved by the FCA, 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 Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Posting of Prospectus

The Company expects to post a Prospectus and Circular to Shareholders, containing a Notice of General Meeting and full details of the Open Offer, together with a Form of Proxy and Application Form (for those Shareholders holding their Ordinary Shares in certificated form) to Shareholders, on 15 May 2024. The Prospectus will also be available on the Company's website at https://www.ondoplc.com/investors/circulars-documents/.

Investor presentation

The Company will provide a live presentation to Shareholders and any other interested parties on Investor Meet Company at 11.00 a.m. on Monday 20 May 2024. The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 18 May 2024 5.00pm, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet Ondo via: https://www.investormeetcompany.com/ondo-insurtech-plc/register

Investors who already follow Ondo on the Investor Meet Company platform will automatically be invited.

General Meeting

The Fundraising is conditional upon, inter alia, the passing of the Resolutions. The General Meeting is expected to be held at 10.30 a.m. on Monday 3 June 2024.

Expected timetable of principal events

Announcement of Fundraising and launch of the Open Offer4.35 p.m. on 13 May 2024
Record date for Open Offer entitlements6.00 p.m. on 13 May 2024
Ex-Entitlement Dates for the Open Offer15 May 2024
Publication of the Prospectus15 May 2024
Open Offer opens8.00 a.m. on 16 May 2024
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions, as appropriate1.00 p.m. on 30 May 2024
General Meeting10.30 a.m. on 3 June 2024
Announcement of results of Open Offerby 4.30 p.m. on 31 May 2024
Announcement of results of General Meetingby 4.30 p.m. on 3 June 2024
Admission of the New Ordinary Shares8.00 a.m. on 5 June 2024
CREST members' accounts credited in respect of the New Ordinary Shares5 June 2024
Ordinary Share certificates dispatchedby 19 June 2024

Information to Distributors

UK product governance

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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