Ondo InsurTech PLC LON:ONDO) Result of Placing

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:

⁽¹⁾     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

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 of America, its territories and possessions, any state of the United States and the District of Columbia (the “United States”),, Australia, New Zealand, 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 the United States, Australia, New Zealand, 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 US 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 US 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.

Unless expressly defined in this announcement, capitalised terms shall have the meanings as defined in the Launch Announcement.

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