Ondo InsurTech PLC (LON:ONDO) Proposed Placing and Open Offer

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.

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