TIDMSPAQ

RNS Number : 5542Y

Spinnaker Acquisitions PLC

17 January 2022

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Spinnaker Acquisitions Plc (the "Company") in connection with the initial public offering and the admission of its ordinary shares (the "Shares") to trading on the Standard Segment of the Main Market of London Stock Exchange plc (the "London Stock Exchange"). Once published a copy of the Prospectus will be available for inspection on the Company's website, at the Company's registered office and made available for viewing at the National Storage Mechanism. This announcement does not constitute or form a part of any offer to sell, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or any other jurisdiction. Neither this announcement nor any part of it 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.

17 January 2022

Spinnaker Acquisitions Plc ("Spinnaker" or "the Company")

Intention to Float on the London Stock Exchange

Further to the Company's announcement dated 13 December 2021 the Company is pleased to announce it is in the advanced stages of the application process with the Financial Conduct Authority and the London Stock Exchange ("LSE") for the admission of the Company's ordinary shares to the standard segment of the Official List and to trading on the LSE's Main Market under the ticker "ONDO".

As per the Company's announcement of 13 December 2021, it has conditionally agreed to acquire the entire issued share capital of HomeServe Labs Ltd ("Labs"), a wholly owned subsidiary of FTSE250 quoted public company HomeServe Plc, by way of a reverse takeover (the "Proposed Transaction") conditional, inter alia on relisting and successful completion of fundraising activities to be undertaken by way of a placing and direct subscriptions by new and existing investor. If the Proposed Transaction proceeds to completion, it is proposed to change the name of the Company to Ondo InsurTech Plc and the name of Labs, which will become a subsidiary of the Company, to LeakBot Ltd.

Whilst the terms of the Proposed Transaction have been agreed, the acquisition remains subject to the satisfaction of certain conditions. Accordingly, there is no certainty that the Proposed Transaction will proceed. Should the Proposed Transaction not proceed, then the Company would need to apply for the suspension of its listing of ordinary shares to be lifted and for trading to be restored.

Labs Highlights

- Labs is a B2B Insurtech business and a wholly owned subsidiary of HomeServe PLC. Craig Foster originally set up an innovation team for HomeServe PLC group during 2014, designed to incubate a range of new ideas for the group. During 2014- 2018, Labs developed and patented the underlying technologies for a propriety leak detection system. The leak detection system is called LeakBot.

- The LeakBot system is a patented water security system that prevents small leaks from turning into insurance claims. This is achieved through the installation of patented technology (the LeakBot system) at insured households by end insured consumers and the provision of claims mitigation services such as find and fix plumbing repairs and data to assess risk. Insurers in the UK, Denmark, Sweden, Ireland and the US pay Labs for the LeakBot system and derive the benefit of claims mitigation through the prevention of leaks at insured households.

- Water damage is one of the number one claims on home insurance and accounts for approximately 30% of claims paid in the UK and USA, two of Labs' target markets. This accounts for over $17 billion of claims annually across the USA and UK.

As at today, there are 35,000 registered LeakBot devices (with19,500 shipping in the last 12 months) supplied to partners. The Company is in discussions with eleven potential partners in the UK and US to enter into further partner contracts. The LeakBot device has a 4.8 / 5 Trustpilot review which the Directors believe validates the offering for end-consumers.

Craig Foster, CEO of Labs said: "LeakBot is the first IOT leak prevention system that is in roll-out with multiple carriers and in operation in multiple countries. Now we will be one of the first InsurTechs to IPO in the UK. This is a huge credit to the great team that have worked so hard to figure this out over the last few years, and to our innovative insurance partners who want to break the status quo and find a better solution for their customers and for the environment. Together, we will reduce claims, reduce waste, save water and lower the costs of insurance. We are very excited about what lies ahead."

Andy Morrison, Chairman of SPAQ, added: "Since announcing the exchange of the Sale and Purchase Agreement on 13 December 2021, we have continued to make excellent progress towards execution of the transaction. I look forward to soon handing over the reins into the capable hands of Craig and the Labs team, while continuing as a committed director and shareholder of the enlarged company."

Enquiries

 
                               Andrew Morrison 
                                Non-Executive Chairman 
 Spinnaker Acquisitions         Stefania Barbaglio         +44 7980 878561 
  Plc                           PR & Investor Relations     +44 7949 690338 
 SI Capital Ltd                Nick Emerson                +44 (0) 1483 413500 
  (Company Broker)              Jon Levinson                +44 (0) 20 3143 0600 
 Cassiopeia Services 
  Ltd 
  (PR & Investor Relations)    Stefania Barbaglio          +44 7949 690338 
 

Placing details

   --      Placing to raise GBP5,000,000. 

-- Admission to listing on the Standard Listing segment of the Official List of the FCA and Admission to trading on the Main Market for listed securities of the London Stock Exchange.

-- Funds raised from the issue of new ordinary shares will be allocated to consideration payable under the Acquisition, partner development, onboarding and delivery, IT systems enhancement and transaction costs.

-- Hill Dickinson LLP is acting as legal adviser to the Company and PKF Littlejohn as reporting accountant to the Company.

Investment and Business Highlights

- The LeakBot system is a patented water security system that prevents small leaks from turning into insurance claims. The LeakBot is capable of delivering around a 5% improvement in a typical loss ratio.

- Labs is now rolling out the Leakbot system internationally with large and deliverable market opportunities in the UK, the US and select Nordic countries.

- A pipeline of customers underpins the business plan which is expected to deliver revenue and earnings growth over the next four to five years.

The Directors on Admission:

Gregory ("Mark") Mark Wood CBE, Non-Executive Chairman (Aged 68)

Mark Wood is one of the UK's leading financial figures. He has held several senior positions in global institutions, including Head of Cash Management at Barclays Bank, Chief Executive of Prudential UK and Europe, and CEO of AXA UK. In 2006, with GBP500m of private equity backing, Mark founded Paternoster, which quickly became the market leader in bulk annuities. A regular media commentator on pensions and insurance, Mark is a Non-Executive Director of the RAC Motoring Services plc. He received an Honorary Doctorate in Business Administration from Anglia Ruskin University in 2010. In 2017, Mark was appointed Commander of the Order of the British Empire in recognition of his outstanding contribution to the British public sector.

Craig Foster, Chief Executive Officer (Aged 42)

Craig Foster is an award-winning corporate entrepreneur and business leader with over 20 years' experience leading businesses, brands and teams both in the UK and globally. Craig spent 6 years at Procter & Gamble in Brand Management in roles both in the UK and Switzerland, before joining HBOS PLC to lead the marketing of the group's UK General Insurance brands. At HomeServe, Craig set-up an innovation arm - HomeServe Labs - and it was within this team that LeakBot was developed and launched. In 2017 Craig was awarded the Insurance Times "Tech Champion of the Year" Award in recognition of the breakthrough nature of LeakBot. Craig has a BA Honours degree in Management from the University of Nottingham.

Andrew ("Andy") John Gowdy Morrison, Non-Executive Director (Aged 61)

Andy Morrison is an established entrepreneur and investor operating in junior public markets since 2007. In 2016, he founded and brought Spinnaker Opportunities PLC to the London Stock Exchange as a cash shell, in a transaction analogous to the listing of the Company. Andy led Spinnaker Opportunities PLC into the reverse take-over of a medicinal cannabis business to form Kanabo Group Plc. The transaction completed in February 2021, achieving multiple returns for fellow investors. For the first 17 years of his career, Andy worked for Shell in a variety of positions in oil products trading, shipping, marketing and business development. Andy has a BSc (1st Class) in Chemical Engineering and Fuel Technology from the University of Sheffield, a Diploma in Company Direction from the Institute of Directors, and has published several articles in the fields of innovation, venturing and strategic business development.

Stefania Barbaglio, Non-Executive Director (Aged 36)

Stefania Barbaglio is a London-based entrepreneur, business strategist, reputation specialist and well- recognised PR and Investor Relations expert, who has advised a range of private and listed companies across many sectors, focusing on innovation and sustainability. She is the founder and CEO of the boutique Investor & Public Relations agency Cassiopeia Services, and fashion consultancy firm SteffyB. Stefania is highly experienced in Fintech and new technologies, having led business strategies and marketing activities for a range of ground-breaking projects in the Defi and NFT space. She has also guided various firms in business development, fundraising and organisational dynamics, as well as leading large-scale tech and investment events. Stefania hosts a finance and crypto podcast and is considered one of the top British female opinion leaders in the crypto sphere. She is also a columnist for the UK online FINANCIAL journal City AM, a keynote speaker at international, and hosts regular symposia for public companies and start-ups: investor presentations and networking evenings in exclusive private venues. She is a fellow and alumna of Oxford University and holds two MAs: International Journalism from Westminster University (UK) and TV Production from IULM University (Italy), as well as ten years' previous experience as a freelance financial journalist and producer for mainstream TV channels including Bloomberg, BBC & leading in-house Investor Relations & PR departments.

Senior Management:

Richard Ehlen MSc, ACMA, CGMA, Chief Financial Officer (Aged 44)

Richard Ehlen is a qualified Management Accountant with over 20 years of hands-on experience in many different Finance and Commercial roles at a listed Group level, within individual subsidiaries and within start-ups and newly acquired businesses. Richard qualified as a Management Accountant while working for Severn Trent PLC. In 2011, he joined the Group Finance team at HomeServe plc and has held a number of roles, more recently Finance Director - Checkatrade, Chief Financial Officer - Labs and Chief Financial Officer - HomeServe Now. Richard holds a Msc in Strategic Business Management.

Nick Lobban, Operations Director (Aged 44)

Nick Lobban is a HomeServe veteran of 20 years having worked in senior product, marketing, business development and operations roles. Nick has deep experience of the home assistance market including plumbing services, affinity partnerships, subscription model value propositions and corporate start ups. In 2014 Nick joined the new HomeServe innovation arm - HomeServe Labs and was the first person to work on and lead the LeakBot project. Nick has a BA Honours degree in Marketing.

Helen Lonsdale, Client Success Director (Aged 34)

Helen Lonsdale is also a HomeServe veteran having worked in senior product development and account management roles for 12 years. Helen has extended experience of managing B2B partner sales and account management from previous roles at HomeServe. Helen was one of the founding team members in HomeServe Labs and played an early critical role in the product's development, before taking the lead on B2B sales and client management. Helen has a BA (Hons) degree in Sociology from University of Warwick.

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END

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January 17, 2022 02:01 ET (07:01 GMT)

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