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.
3 June 2024
Ondo
InsurTech Plc
(the
"Company")
Result of General
Meeting
Total Voting
Rights
Director/PDMR
dealings
Ondo InsurTech Plc (LSE: ONDO), a
leading company in claims prevention technology for home insurers,
is pleased to announce that at the General Meeting held earlier
today, both resolutions as set out in its Notice of General Meeting
dated 15 May 2024 were duly passed.
As previously announced Mark Wood
(Non-Executive Chairman), Craig Foster (Chief Executive Officer)
and Kevin Withington (Chief Financial Officer) participated in the
Placing and Mark Wood also undertook to take up his entitlement in
the Open Offer, in respect of an aggregate of 538,975 New Ordinary
Shares. Subsequent to the publication of the Prospectus on 15 May
2024, an employee was unable to proceed with their participation in
the Placing in respect of 57,142 New Ordinary Shares due to
regulatory restrictions, enabling Craig Foster and Kevin Withington
to increase their participation by subscribing for an additional
57,143 Placing Shares, in aggregate. Accordingly, the directors
have subscribed for an aggregate of 596,117 New Ordinary Shares, as
set out below.
General Meeting
The number of votes cast for and
against the Resolutions, and the number of votes withheld, were as
follows:
|
Resolutions
|
For
(incl.
discretionary)
|
For
(% of
votes cast)
|
Against
|
Against
(% of
votes cast)
|
Votes
Withheld
|
|
1. To authorise the Directors to
allot shares in the Company
|
29,945,361
|
99.91%
|
25,700
|
0.09%
|
625
|
|
2. To disapply statutory pre-emption
rights
|
29,846,641
|
99.60%
|
119,713
|
0.40%
|
5,332
|
The total number of votes cast for
each resolution was 29,971,686 meaning that the votes cast
represented 34.57% of the Company's issued share capital.
Please note a 'vote withheld' is not a vote under English law and
is not counted in the calculation of votes 'for' and 'against' a
resolution or the total number of votes cast.
As a result of the passing of the
Resolutions, the Proposals, including the Placing and Open Offer
announced on 13 May 2024 will now proceed. The Company has applied
for the 29,771,273 New Ordinary Shares to
be admitted to 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 and
expects that dealings will commence at 8.00 a.m.
on 5 June 2024 ("Admission").
Directors' participation
The Directors' have participated in
the Placing and Open Offer as set out below:
|
Director
|
Position
|
Current
Shareholding
|
New
Ordinary Shares subscribed in Fundraise
|
Shareholding upon
Admission
|
Percentage holding
upon Admission
|
|
Mark Wood
|
Non-Executive Chairman
|
1,496,892
|
328,260
|
1,825,152
|
1.57%
|
|
Craig Foster
|
Chief Executive Officer
|
1,779,567
|
164,285
|
1,943,852
|
1.67%
|
|
Kevin Withington
|
Chief Financial Officer
|
186,666
|
103,572
|
290,238
|
0.25%
|
Total voting rights
Following Admission, the Company's
enlarged issued share capital comprises 116,466,036 ordinary shares
of 5 pence each, with voting rights ("Ordinary Shares"). The Company does not
hold any Ordinary Shares in treasury. Therefore, the total number
of Ordinary Shares in the Company with voting rights is
116,466,036.
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
Financial Conduct
Authority's Disclosure Guidance
and Transparency Rules.
Copies of the resolutions required
to be made available for inspection in accordance with LR 14.3.6
have been submitted today to the Financial Conduct Authority and
will shortly be available for inspection on the National Storage
Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Unless otherwise stated,
capitalised terms not otherwise defined in the text of this
announcement have the meanings ascribed to them as in the "Proposed
Placing and Open Offer" announcement published by the Company on 13
May 2024.
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, Nicholas Chambers,
Charlie Hall
|
|
|
|
|
|
|
|
|
Cassiopeia Services Limited - PR
& Investor Relations
|
+44 (0)
7949 690338
|
|
Stefania Barbaglio
|
|
The following notifications are
intended to satisfy the Company's obligations under Article 19(3)
of the Market Abuse Regulation.
|
a)
|
Name
|
Mark Wood
|
|
2
|
Reason for
notification
|
|
|
a)
|
Position/Status
|
Non-Executive Chairman
|
|
b)
|
Initial Notification /
amendment
|
Initial Notification
|
|
3
|
Details of the issuer,
emission allowance market participant, auction platform,
auctioneer
|
|
|
or auction
monitor
|
|
|
a)
|
Name
|
Ondo InsurTech Plc
|
|
b)
|
LEI
|
2138005Y5QBJQMOOI719
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each
|
|
|
type of transaction; (iii)
each date; and (iv) each place where transactions have
been
|
|
|
conducted
|
|
|
a)
|
Description of the
financial
|
Ordinary shares of 5 pence
each
|
|
|
instrument, type of
instrument
|
|
|
|
and identification code
|
ISIN: GB00BNVVGD77
|
|
b)
|
Nature of transaction
|
Participation in Placing and Open
Offer, conditional on Admission
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
Volume(s)
|
|
|
|
14
pence
328,260
|
|
d)
|
Aggregated information
|
n/a
|
|
e)
|
Date of transaction
|
3 June 2024
|
|
f)
|
Place of transaction
|
London Stock Exchange, Main Market
(XLON)
|
|
a)
|
Name
|
Craig Foster
|
|
2
|
Reason for
notification
|
|
|
a)
|
Position/Status
|
Chief Executive Officer
|
|
b)
|
Initial Notification /
amendment
|
Initial Notification
|
|
3
|
Details of the issuer,
emission allowance market participant, auction platform,
auctioneer
|
|
|
or auction
monitor
|
|
|
a)
|
Name
|
Ondo InsurTech Plc
|
|
b)
|
LEI
|
2138005Y5QBJQMOOI719
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each
|
|
|
type of transaction; (iii)
each date; and (iv) each place where transactions have
been
|
|
|
conducted
|
|
|
a)
|
Description of the
financial
|
Ordinary shares of 5 pence
each
|
|
|
instrument, type of
instrument
|
|
|
|
and identification code
|
ISIN: GB00BNVVGD77
|
|
b)
|
Nature of transaction
|
Participation in Placing and Open
Offer, conditional on Admission
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
Volume(s)
|
|
|
|
14
pence
164,285
|
|
d)
|
Aggregated information
|
n/a
|
|
e)
|
Date of transaction
|
3 June 2024
|
|
f)
|
Place of transaction
|
London Stock Exchange, Main Market
(XLON)
|
|
a)
|
Name
|
Kevin Withington
|
|
2
|
Reason for
notification
|
|
|
a)
|
Position/Status
|
Chief Financial Officer
|
|
b)
|
Initial Notification /
amendment
|
Initial Notification
|
|
3
|
Details of the issuer,
emission allowance market participant, auction platform,
auctioneer
|
|
|
or auction
monitor
|
|
|
a)
|
Name
|
Ondo InsurTech Plc
|
|
b)
|
LEI
|
2138005Y5QBJQMOOI719
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each
|
|
|
type of transaction; (iii)
each date; and (iv) each place where transactions have
been
|
|
|
conducted
|
|
|
a)
|
Description of the
financial
|
Ordinary shares of 5 pence
each
|
|
|
instrument, type of
instrument
|
|
|
|
and identification code
|
ISIN: GB00BNVVGD77
|
|
b)
|
Nature of transaction
|
Participation in Placing and Open
Offer, conditional on Admission
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
Volume(s)
|
|
|
|
14
pence
103,572
|
|
d)
|
Aggregated information
|
n/a
|
|
e)
|
Date of transaction
|
3 June 2024
|
|
f)
|
Place of transaction
|
London Stock Exchange, Main Market
(XLON)
|