Result of Placing: c.£2.9m Gross Proceeds
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THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Capitalised terms in this announcement have the same meaning as in the announcement issued at 4.05p.m. on 22 June relating to the launch of the Fundraising unless otherwise indicated
Ondo InsurTech Plc
("Ondo" or the "Company")
Result of Placing Raising Gross Proceeds of c.£2.9 Million
Ondo InsurTech Plc (LSE: ONDO), a leading provider of claims prevention technology for home insurers, is pleased to announce that further to the Company's announcement earlier today that the Accelerated Bookbuild was closed to new orders, it has successfully completed the Accelerated Book Build process in a significantly oversubscribed Placing.
Subject to the passing of certain resolutions at a General Meeting, the Company has raised gross proceeds in the Placing of approximately £2.9 million.
In aggregate with the £2m convertible loan notes, the Company has conditionally raised £4.4 million net of fees and other expenses related to the Fundraise.
Under the Placing, 96,710,000 Placing Shares were placed with existing and new institutional and other investors at the Fundraising Price of 3.0 pence. 9,671,000 Placing Shares are subject to clawback under the Retail Offer as described further below.
Singer Capital Markets is acting as placing agent for and on behalf of the Company in respect of the Placing.
Director Participation
Pursuant to the Placing, certain Directors have conditionally participated in the Placing for 6,273,396 Ordinary Shares at the Fundraising Price, raising gross proceeds of approximately £0.19 as follows:
| Director | Number of Placing Shares subscribed for in the Placing |
|---|---|
| Gregory Mark Wood CBE | 2,359,026 |
| Craig Foster | 1,166,667 |
| Kevin Withington | 333,333 |
| Graham Bird | 1,384,720 |
| James Quin | 307,117 |
| Greig Paterson | 722,533 |
The Directors participation in the Placing remains subject to clawback, dependent on Retail Offer take up, under the Clawback Placing.
A further notification in respect of the Directors participation will be made in due course.
Retail Offer
In conjunction with the Placing, the Company is providing shareholders with the opportunity to subscribe for up to 9,671,000 Retail Offer Shares at the Fundraising Price pursuant to the Retail Offer via BookBuild, to raise up to approximately £0.29 million.
To the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company, uptake by certain participants in the Placing will be proportionally reduced so that the total shares issued by the Company through the Retail Offer and the Placing is no more than 96,710,000 in aggregate. No part of the Placing is conditional on the Retail Offer proceeding or on any minimum take-up on the Retail Offer.
A further announcement will be made in due course regarding the Retail Offer, detailing its terms. It is expected that the Retail Offer will launch at 2:00 p.m. today and will close at 2:00 p.m. on 26 June 2026.
Timetable
The Company confirms an amended transaction timetable as follows:
| Launch of Retail Offer | 2 p.m. on 23 June 2026 |
| Close of Retail Offer and Announcement of Results of Fundraising | 2 p.m. on 26 June 2026 |
| Latest time and date for return of Form of Proxy | 9 a.m. on 7 July 2026 |
| General Meeting | 9 a.m. on 9 July 2026 |
| Record date for the Capital Reorganisation | 6 p.m. on 9 July 2026 |
| Admission and commencement of dealings in the New Ordinary Shares | 8 a.m. on 10 July 2026 |
| Issue of CLNs | 9 July 2026 |
General Meeting
The Fundraising is conditional upon the approval by Shareholders of the Resolutions to be proposed at the General Meeting of the Company to be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 9.00 .m. on 9 July 2026. A Circular is expected to be posted to Shareholders later day and, once published, will be available on the Company's website at www.ondoplc.com. The same definitions apply throughout this announcement as are applied in the Circular.
Subject to Shareholders approving the Resolutions to be proposed at the General Meeting, it is expected that Admission will occur, and that dealings will become effective on or about 8.00 a.m. on 10 July 2026.
Total Voting Rights
Subject to the passing of the Resolutions at the General Meeting, application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange
Upon Admission, and following the Capital Reorganisation, the Company's Issued Ordinary Share Capital is expected to consist of 246,524,760 Ordinary Shares of £0.01 and 149,814,760 Deferred Shares (with the Deferred Shares holding no voting rights). The Company holds no shares in Treasury.
Each Ordinary Share carries the right to one vote in relation to all circumstances at general meetings of the Company. Upon Admission therefore, the total number of voting rights in the Company is expected to be 246, 524,760.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the 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 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 Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in 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 EU 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 EU Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.
Each distributor is responsible for undertaking its own EU Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
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