Result of ABB

Ondo InsurTech PLC

04 December 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS"). PLEASE SEE THE IMPORTANT NOTICES SECTION OF THIS ANNOUNCEMENT.

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.

4 December 2025

Ondo InsurTech plc

("Ondo" or the "Company")

Result of Placing & Subscription
to raise £2.28m

Launch of WRAP Retail Offer

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 7.00 a.m. on Wednesday 3 December 2025 ("Launch Announcement") the Bookbuild has closed and the Company is pleased to has raised £2.28 million (before fees and expenses), in aggregate, via the placing of 6,100,000 Placing Shares to certain Institutional and other investors and a further 3,031,200 Subscription Shares by way of the Subscription to United Farm Family Mutual Insurance Company, which trades as Indiana Farm Bureau Insurance ("IFBI").  Both the Placing Shares and the Subscription Shares have issued at the Issue Price of 25p per share.

The Company has also today announced the terms of a retail offer to enable existing shareholders to subscribe through the Winterflood Retail Access platform ("WRAP") for up to an aggregate of 800,000 WRAP Offer Shares (the "Retail Offer"), also at the issue Price of 25p per share. The Placing, Subscription and WRAP Offer, if fully subscribed, will generate net proceeds of £2.23 million (the "Fundraise").      

Highlights

·      Ondo's US business continues to progress strongly where customers and recurring revenues have grown 7x year-on-year with ARR of $2.9m and Contracted ARR of $4.4m from US insurers.  Proceeds of the Fundraise will be applied to expand the US Plumber coverage and to build infrastructure in response to the direct requests to accelerate the roll out of LeakBot across the United States from the core insurance clients

·      The Company has also announced the development of LeakBot Edge - a variant of the LeakBot water leak detection technology designed for hot-climate external locations.  With the additional resource provided by the Fundraise, LeakBot Edge is expected now expected to be completed over the next 12 -18 months

·      Registered LeakBot customers were 187,000 at 30 September 2025.  This figure is now circa 200,000 with the US customer base growing over 7x in the first half of FY26

·      As previously stated, US growth will be sustainable following our prepayment model which enables us to grow without creating a working capital strain.  However this growth can now be accelerated with the proceeds of the Fundraise to be invested in the infrastructure and LeakBot Edge

·      Prospects in Europe, and particularly in the Nordic region, have been subdued, and the Company has therefore reallocated resources to focus on the faster growing US market until such time that the European customers are in a position to step up activity from the current relatively low levels.

·      The Company maintains a strong pipeline of new contract opportunities which can now be accelerated with the additional investment through the Fundraise.

The Issue Price of 25 pence per share represented a discount of approximately 17.4 per cent. to the closing price of 30.25 pence per existing ordinary share of 5 pence each in the Company ("Ordinary Shares") on 2 December 2025, being the last business day prior to announcement of the Placing.  The Placing Shares will represent approximately 6.89 per cent. of the Company's existing share capital.

WRAP Retail Offer

As announced in the Launch Announcement, the Company will also launch a Retail Offer allow existing Shareholders in the United Kingdom an opportunity to participate in the Fundraise. The Retail Offer will be undertaken via WRAP, to raise gross proceeds of up to £200,000 (before fees and expenses). The Retail Offer provides existing retail Shareholders with an opportunity to participate in the Fundraise at the same issue price as the Placing and Subscription.

A further announcement will be made shortly regarding the Retail Offer and detailing its terms.

Directors' participation

Certain Directors of the Company have undertaken to subscribe to the Placing as follows:

Name	Current shareholding	Number of Placing Shares	Share-holding upon Admission	% holding upon Admission
Mark Wood	2,334,652	200,000	2,534,652	1.70%
Craig Foster	2,458,252	40,000	2,498,252	1.67%
Kevin Withington	306,324	40,000	346,324	0.23%
James Quin	-	40,000	40,000	0.03%
Greig Paterson	-	40,000	40,000	0.03%

Craig Foster, Chief Executive Officer of Ondo, said:

"We are delighted to welcome Indiana Farm Bureau Insurance as a shareholder in Ondo.  With their support and that of our other institutional shareholders that have participated in the placing we now have the resources to accelerate growth in the US market, including the launch of Leakbot Edge product."

Application for Admission

Applications will be made for the New Ordinary Shares to be admitted to listing in the 'Equity shares (transition)' listing category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange").

It is expected that admission of the Placing Shares and the Subscription Shares will become effective and dealings will commence at 8.00 a.m. on 8 December 2025. ("First Admission")

It is expected that admission of the WRAP Retail Offer Shares will become effective and dealings will commence at 8.00 a.m. on 11 December 2025. ("Second Admission")

Admission is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

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 Ordinary 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.

Investor presentation

Craig Foster (CEO) and Kevin Withington (CFO) will also provide a live presentation of the interim results for retail investors via Investor Meet Company on Thursday 4 December 2025 at 11.00 am.  The presentation is open to existing and potential new shareholders.

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.

Expected timetable of principal events

Announcement of the results of the Bookbuild	4 December 2025
WRAP Retail Offer opens	4 December 2025
WRAP Retail Offer closes	4:30 p.m. on 8 December 2025
Admission and commencement of dealings in the Placing Shares and Subscription Shares	8:00 a.m. on 8 December 2025
Admission and commencement of dealings in the WRAP Retail Offer Shares	8:00 a.m. on 11 December 2025

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, Australia, 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 any state or territory of the United States, Australia, 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 New Ordinary Shares have not been and will not be registered under the 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 New Ordinary 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 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 Fundraise 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 Fundraise. Dowgate is acting for the Company and for no-one else in connection with the Fundraise, 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 Fundraise 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.

Enquiries

Ondo InsurTech Plc	Craig Foster, CEO Kevin Withington, CFO	[phone]
Dowgate Capital Ltd (Sole Bookrunner, Broker & Financial Advisor)	Russell Cook Dan Ingram Amber Higgs	[phone]
Cassiopeia Services Ltd (PR & Investor Relations)	Stefania Barbaglio	[phone]

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IN THE UNITED KINGDOM AND 'QUALIFIED INVESTORS' (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "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 APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO THE UNITED STATES.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND DOWGATE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ONDO INSURTECH PLC.

The distribution of this Announcement and/or the Placing and/or issue of, or subscription for, the Placing Shares, in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dowgate or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Dowgate to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offering of Placing Shares is being made in any such jurisdiction. No copy or part of this Announcement and the information contained in it may be released, published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction or any other jurisdiction in which such release, publication or distribution would be unlawful unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and such shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company and Dowgate to inform themselves about, and observe, any such restrictions.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix I. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  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 Group and its Affiliates operate, the effect of volatility in the equity, capital and credit markets on the Group'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 Group may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Forward-looking statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Undue reliance should not be placed on any forward-looking statements made in this Announcement by or on behalf of the Company, which 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.

Dowgate, which is authorised and regulated by the FCA in the United Kingdom, is acting as broker and sole bookrunner exclusively to the Company and to no-one else in connection with the Bookbuild, Placing and Admission and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Bookbuild, the Placing, or Admission 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 Dowgate or by any of its 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 its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The contents of this Announcement have not been reviewed by any regulatory authority in the United Kingdom or elsewhere. Recipients of this Announcement should exercise caution in relation to the Placing if they are in any doubt as to the contents of this Announcement and seek independent professional advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to any stock exchange other than to listing in the 'Equity shares (transition)' listing category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production 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 investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK 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 UK Target Market Assessment, Dowgate 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END