TIDMOBI
RNS Number : 6407V
Ondine Biomedical Inc.
05 December 2023
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, RECOMMATION,
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 GBP: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 GBP1.25 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 GBP2.75 million (C$4.74 million).
The Placing has conditionally raised aggregate gross proceeds of
approximately GBP2.03 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 GBP0.72 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 GBP1.25 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 GBP0.20
million (C$0.34 million) for the Company, representing
approximately 7.2 per cent of the New Common Shares (assuming a
Fundraising of approximately GBP2.75 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 Total Number % of issued share
Common Shares of New Common capital as enlarged
subscribed for Shares held on by the completed
in the Subscription Admission Placing and Subscription
to date(1)
Carolyn Cross(2) 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.
+001 (604) 838
Angelika Vance, Corporate Communications 2702
Singer Capital Markets (Nominated Adviser
and Joint Broker)
+44 (0)20 7496
Aubrey Powell, Asha Chotai, Sam Butcher 3000
RBC Capital Markets (Joint Broker)
+44 (0)20 7653
Rupert Walford, Kathryn Deegan 4000
Vane Percy & Roberts (Media Contact)
+44 (0)77 1000
Simon Vane Percy, Amanda Bernard 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 INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not cons ti tute or
form part of any offer to issue or sell, or the solicita ti on of
an offer to acquire, purchase or subscribe for, any securi ti es in
the United States. The Placing Shares and the Broker Option Shares
have not been and will not be registered under the United States
Securi ti es Act of 1933, as amended (the "US Securi ti es Act ")
or with any securi ti es regulatory authority of any state or
jurisdic ti on 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 exemp ti on from, or in a transac ti
on not subject to, the registra ti on requirements of the US Securi
ti es Act and in compliance with any applicable securi ti es laws
of any state or other jurisdic ti on of the United States. There
will be no public offering of securi ti es 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 expecta ti
ons rela ti ng to its future financial condi ti on, performance,
strategic ini ti a ti ves, objec ti ves 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 domes ti c and global economic business condi ti
ons, market-related risks such as fluctua ti ons in interest rates
and exchange rates, the policies and ac ti ons of governmental and
regulatory authori ti es, the effect of compe titi on, infla ti on,
defla ti on, the ti ming effect and other uncertain ti es of future
acquisi ti ons or combina ti ons within relevant industries, the
effect of tax and other legisla ti on and other regula ti ons in
the jurisdic ti ons in which the Company and its respec ti ve
affiliates operate, the effect of vola ti lity 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 ra ti ngs, the effect of opera ti onal risks, and the loss
of key personnel. As a result, the actual future financial condi ti
on, performance and results of the Company may differ materially
from the plans, goals and expecta ti ons 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
regula ti on, the Company expressly disclaims any obliga ti on 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 expecta ti ons with regard
thereto or any changes in events, condi ti ons 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 Ar ti cle 9(8) of Commission
Delegated Direc ti ve 2017/593 (the "Delegated Direc ti ve ")
regarding the responsibili ti es of Manufacturers under the Product
Governance requirements contained within: (a) Direc ti ve
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Ar ti cles 9 and 10 of the Delegated Direc ti ve; and (c)
local implemen ti ng 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) compa ti ble with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterpar ti es, each as defined
in MiFID II; and (ii) eligible for distribu ti on through all
distribu ti on channels as are permi tt ed 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
protec ti on; and an investment in Placing Shares and the Broker
Option Shares is compa ti ble only with investors who do not need a
guaranteed income or capital protec ti on, who (either alone or in
conjunc ti on with an appropriate financial or other adviser) are
capable of evalua ti ng 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 restric ti ons in rela ti on 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 counterpar ti es. For the avoidance of doubt,
the Target Market Assessment does not cons ti tute: (a) an
assessment of suitability of appropriateness for the purposes of
MiFID II; or (b) a recommenda ti on to any investor or group of
investors to invest in, or purchase, or take any other ac ti on
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 distribu ti on
channels.
SCM is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is ac ti ng
exclusively for the Company and no one else in connec ti on 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
protec ti ons afforded to its clients or for providing advice in
rela ti on to the Placing, the Broker Option or any other ma tt ers
referred to in this Announcement.
RBC is authorised and regulated by the FCA in the United Kingdom
and is ac ti ng exclusively for the Company and no one else in
connec ti on 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 protec ti ons afforded to its clients or for
providing advice in rela ti on to the Placing, the Broker Option or
any other ma tt ers referred to in this Announcement.
No representa ti on or warranty, express or implied, is or will
be made as to, or in rela ti on 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 rela ti on
to, the accuracy or completeness of this Announcement or any other
wri tt en or oral informa ti on 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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END
IOEZZMGZMDVGFZZ
(END) Dow Jones Newswires
December 05, 2023 02:00 ET (07:00 GMT)
Ondine Biomedical (LSE:OBI)
過去 株価チャート
から 4 2024 まで 5 2024
Ondine Biomedical (LSE:OBI)
過去 株価チャート
から 5 2023 まで 5 2024
