Result of Placing & Broker Option Update
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE PROHIBITED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONDINE BIOMEDICAL INC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ONDINE BIOMEDICAL INC.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation No. 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and as it may be modified from time to time by or under domestic law including, but not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
All references to C$ in this announcement are to Canadian Dollars.
This Announcement uses a £:C$ exchange rate of 1:1.722827 as at 16:30 (GMT) on 28 November 2023.
Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.
5 December 2023
Ondine Biomedical Inc.
("OBI", "Ondine", or the "Company")
Result of Placing and Subscription
Broker Option to raise up to £1.25 million
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is pleased to confirm, further to the announcement made on 30 November 2023, (the "Launch Announcement"), the successful completion of the Placing and Subscription at the Issue Price of 9 pence per New Common Share. The Issue Price represents a premium of approximately 9 per cent. to the closing mid-price of the Common Shares on 29 November 2023.
The total gross proceeds of the Placing and the Subscription to date stand at approximately £2.75 million (C$4.74 million).
The Placing has conditionally raised aggregate gross proceeds of approximately £2.03 million (C$3.50 million) pursuant to the placing of 22,554,435 Placing Shares with new and existing investors. The Subscription has raised further gross proceeds of approximately £0.72 million (C$1.24 million) pursuant to subscriptions received for 8,001,118 Subscription Shares, excluding any further subscriptions by employees (the "Employee Subscription").
The 30,555,553 New Common Shares in aggregate to be issued pursuant to the Placing and the Subscription represent approximately 15.7 per cent. of the existing issued share capital of the Company.
All shares issued pursuant to the Placing and Subscription will be issued non pre-emptively under the Company's existing authorities, and are expected to be admitted to trading on AIM on or around 8 December 2023.
Singer Capital Markets Securities Limited ("SCM") and RBC Europe Limited ("RBC") acted as Joint Bookrunners for the Placing. The Placing was conducted following a market sounding by way of an accelerated book build process.
Further to the announcement on 4 December 2023, a Broker Option to raise up to £1.25 million (C$2.15 million) will remain open until 4.45pm on 8 December 2023, in order to satisfy potential further demand from institutional investors and other Relevant Persons. If the Broker Option is exercised in whole or in part, further announcements will be made as appropriate. Any further issuance of New Common Shares following any exercise of the Broker Option will be made on a non pre-emptive basis.
Similarly, any further issuance pursuant to the Employee Subscription will be confirmed by way of a further announcement on or before 8 December 2023 and will be made on a non pre-emptive basis. The Employee Subscription will remain open until further notice, but will close in any event by 4.45 p.m. on 8 December 2023.
Related Party Transaction
Certain of the directors of the Company have conditionally subscribed for, in aggregate, 2,187,588 Subscription Shares at the Issue Price, raising gross proceeds of approximately £0.20 million (C$0.34 million) for the Company, representing approximately 7.2 per cent of the New Common Shares (assuming a Fundraising of approximately £2.75 million (C$4.74 million) from the completed Placing and the Subscription participations confirmed to date).
The number of New Common Shares conditionally subscribed for by each of the Directors, and their resulting shareholdings following the Admission of the Placing Shares and the Subscription Shares subscribed for to date, assuming no new issuance is made arising from the exercise of the Broker Option or any further subscriptions by employees, are set out below:
|
Director |
Number of New Common Shares subscribed for in the Subscription |
Total Number of New Common Shares held on Admission |
% of issued share capital as enlarged by the completed Placing and Subscription |
|
Carolyn Cross2 |
1,093,770 |
135,328,279 |
59.98% |
|
Nicolas Loebel |
218,754 |
2,852,088 |
1.26% |
|
Craig Tooman |
173,278 |
173,278 |
0.08% |
|
Jean Duval |
207,934 |
207,934 |
0.09% |
|
Junaid Bajwa |
190,610 |
317,735 |
0.14% |
|
Michael Farrer |
86,642 |
86,642 |
0.04% |
|
Simon Sinclair |
216,600 |
472,927 |
0.21% |
1 These figures are subject to change in the event of further new issuance under the Employee Subscription or as a result of the exercise of some or all of the Broker Option.
2 Existing beneficial holding includes 108,376109 shares held by Mrs Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400 shares held by Mr Robert Cross, husband of Mrs Carolyn Cross.
The subscriptions by the Participating Directors constitute a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of such persons being directors of the Company and therefore related parties (the "Transaction"). The director independent of the Participating Directors, being Hon. Jean Charest, considers, having consulted with the Company's nominated adviser, that the terms of the participation by the Participating Directors, are fair and reasonable insofar as the Company's shareholders are concerned.
Admission, Settlement and Dealings
Admission of the Placing Shares and Subscription Shares will take place on or before 8.00 a.m. on 8 December 2023 and dealings on AIM in the Placing Shares and the Subscription Shares (excluding any to be issued from the Employee Subscription) will commence at the same time. Admission is conditional upon, among other things, the Placing Agreement not having been terminated and becoming unconditional in all respects.
The Placing Shares and Subscription Shares when issued, will be fully paid and will rank pari passu in all respects with the Existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Total Voting Rights
Following admission of the Placing Shares and Subscription Shares (excluding any arising from the Broker Option or Employee Subscription), the Company's issued and fully paid share capital will consist of 225,617,679 Common Shares, all of which carry one voting right per share. The Company does not hold any Common Shares in treasury. Therefore, the total number of Common Shares and voting rights in the Company will be 225,617,679 after the admission of the Placing Shares and the Subscription Shares (excluding any from the Broker Option Employee Subscription).
This figure may be used from the date of Admission until further notice by Existing 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 FCA's Disclosure Guidance and Transparency Rules.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
Enquiries:
|
Ondine Biomedical Inc. |
|
|
Angelika Vance, Corporate Communications
|
+001 (604) 838 2702 |
|
|
|
|
Singer Capital Markets (Nominated Adviser and Joint Broker) |
|
|
Aubrey Powell, Asha Chotai, Sam Butcher
|
+44 (0)20 7496 3000 |
|
|
|
|
RBC Capital Markets (Joint Broker) |
|
|
Rupert Walford, Kathryn Deegan
|
+44 (0)20 7653 4000 |
|
|
|
|
Vane Percy & Roberts (Media Contact) |
|
|
Simon Vane Percy, Amanda Bernard
|
+44 (0)77 1000 5910 |
IMPORTANT NOTICES
The information contained in this Announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or the Joint Bookrunners or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.
THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION (INCLUDING THE TERMS AND CONDITIONS) CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR TRANSMISSION, PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. The Placing Shares and the Broker Option Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
UK Product Governance Requirements
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 and the Broker Option Shares have been subject to a product approval process, which has determined that the Placing Shares and the Broker Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares and the Broker Option Shares may decline and investors could lose all or part of their investment; the Placing Shares and the Broker Option Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares and the Broker Option 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing or the Broker Option. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares or the Broker Option Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (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 and the Broker Option Shares have been subject to a product approval process, which has determined that the Placing Shares and the Broker Option Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares and the Broker Option Shares may decline and investors could lose all or part of their investment; the Placing Shares and the Broker Option Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares and the Broker Option 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 proposed Placing or the Broker Option. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and the Broker Option Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and the Broker Option Shares and determining appropriate distribution channels.
SCM is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and the Broker Option, and SCM will not be responsible to anyone (including any purchasers of the Placing Shares or the Broker Option Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, the Broker Option or any other matters referred to in this Announcement.
RBC is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and the Broker Option, and RBC will not be responsible to anyone (including any purchasers of the Placing Shares or the Broker Option Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, the Broker Option or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefore is expressly disclaimed.
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