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 | New | Shareholding upon Admission | Percentage holding |
| 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) |
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