TIDMSPAQ
RNS Number : 8278E
Spinnaker Acquisitions PLC
15 March 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.
15 March 2022
Spinnaker Acquisitions Plc ("Spinnaker" or "the Company")
Publication of Prospectus
Fundraise of GBP3.4m
Issue of Fundraise Warrants
Change of Name to Ondo InsurTech Plc
Appointments and Resignations
Prospectus Publication
Further to previous announcements regarding the proposed reverse
take-over of LeakBot Ltd ("Ondo") (the "RTO" or the "Proposed
Acquisition"), Spinnaker is pleased to announce today that the
Financial Conduct Authority ("FCA") has approved its prospectus to
be issued in connection with:
-- the terms of the Proposed Acquisition, pursuant to which the
consideration will be satisfied in a combination of cash, new
shares in the capital of Spinnaker (the Consideration Shares) and
the issue of loan notes.
-- the placing and subscription of a total of 28,562,508
Ordinary Shares at a price of 12 pence each, raising gross proceeds
of GBP3,427,501
-- the issue of 14,281,254 Fundraise Warrants to placees and subscribers
-- re-admission of the enlarged share capital of 68,169,612
Ordinary Shares to the standard listing segment of the Official
List and to trading on the London Stock Exchange's Main Market
("Admission"). The Company has published the Prospectus and intends
to re-apply for Admission as the transaction constitutes a reverse
takeover under the Listing Rules of the FCA.
-- appointment of existing directors of LeakBot as directors of
the Company, Craig Foster as Chief Executive Officer, Mark Wood as
Non-Executive Chairman and to accept the resignation of Tony
Harpur, Alan Hume and Claudia Stijlen as directors of the Company
with effect from completion of the Transaction (which is subject to
and conditional upon completion of the Proposed Acquisition and
Admission). Andy Morrison and Stefania Barbaglio will continue to
serve on the board as Non-Executive Directors.
-- change the name of Spinnaker Acquisitions Plc to Ondo
Insurtech plc, following Completion and Admission.
Ondo CEO Craig Foster said: "We are thrilled to be the very
first InsurTech IPO in London and we are very excited about the
opportunity ahead. LeakBot is a great solution to a huge global
problem for the environment, for homeowners and for the insurance
industry and we look forward to growing the business as Ondo
InsurTech Plc"
Spinnaker Chairman, Andy Morrison commented: "The acquisition of
LeakBot Ltd to form Ondo Insurtech Plc is precisely in line with
the strategy that we set out, to seek an acquisition in the green
economy space. Ondo is a real-world business with an exciting
growth pipeline, and it arrives on the public market at a time when
ESG opportunities have never been more needed".
Availability of the Prospectus
The Prospectus will be made available shortly online at
http://www.spaq.co.uk and on https://www.ondoplc.com (subject to
applicable securities laws). An electronic copy of the Prospectus
will also be submitted to the National Storage Mechanism and should
be available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Fundraise
Conditional on Admission, the Company has raised gross proceeds
of GBP3,427,501 via the issue of 28,562,508 Ordinary Shares and
14,281,254 Fundraise Warrants, which have been conditionally placed
at the Fundraising Price of 12 pence by SI Capital Ltd as broker
and placing agent on behalf of the Company with institutional and
other investors (including high net worth investors).
The Fundraise Warrants are issued on the basis of one warrant
for every two ordinary shares. The Fundraise Warrants are
exercisable at a subscription price of 25 pence per ordinary share
with validity until the third anniversary of Admission.
Spinnaker is a company incorporated in England and Wales with
company number 13218816. The Ordinary Shares are registered with
ISIN GB00BNVVGD77, SEDOL code BNVVGD7 and TIDM SPAQ, conditional on
Admission ONDO.
On Admission, the expected market capitalisation of the Enlarged
Group will be approximately GBP8.2 million at the fundraise
price.
Director Appointments
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.
Andy 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
Biographies of the current members of the senior management team
of Labs, who are key to day-to-day management of the Labs are as
follows:
Richard Ehlen, 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 . I t is agreed with a member of the Seller's
group that Richard Ehlen will continue to support Labs as finance
director until the earlier of the start date of a new chief
financial officer of the Company or 6 months from completion of the
Acquisition.
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 the University of Warwick.
Listing Rule 9.6.13R
Name of Director current directorships previous directorships
and or partnerships and or partnerships
Andrew Morrison Spinnaker Management Nostra Terra Oil and
Resources Ltd Gas Company Plc
The GP Service (UK) The I am Billy Foundation
Ltd
Kanabo Group PLC
Quadrise Fuels International
PLC
Hemspan Ltd
Craig Foster LeakBot Limited -
Ondo InsurTech Ltd
Pipedream Insurtech
Ltd
Mark Wood Acquis Insurance Management Axios Bidco Limited
Brooklands Museum Trust Childline My Policy
Limited Limited
Digitalis Media Limited National Society for
LeakBot Limited the Prevention of Cruelty
Pensionbee Group Plc to Children Pensionbee
Project Steel Bidco Limited
Limited Project Policy Bidco
Project Steel Midco Limited Project Policy
1 Limited Project Steel EBT Limited Project
Midco 2 Limited Project Policy Midco Limited
Steel Topco Limited Project Policy Topco
RAC Bidco Limited Limited RAC Finance
RAC Financial Services Group Limited RAC (Finance)
Limited RAC Group (Holdings) Holdings Limited RAC
Limited RAC Group Limited Finance Limited
RAC Insurance Limited Tiger Midco 1 Limited
RAC Limited Tiger Midco 2 Limited
RAC Midco II Limited Tiger Topco Limited
RAC Midco Limited Walbrook Holdings Limited
RAC Motoring Services
RAC Motoring Services
(Holdings) Limited
Safe Topco Limited
Stop MS Appeal Board
The Innovation Group
Utility Bidder Holdings
Limited Utility Bidder
Limited
Walbrook Advisors Limited
Stefania Barbaglio Cassiopeia Services Rossorapa Ltd
Ltd. Aroca Import and Export
SteffyB Ltd Ltd
Northphoenix Ltd Cassiopeia Services
Llp
There are no other matters which require disclosure under
Listing Rule 9.6.13R.
Enquiries
For further information, please visit http://www.spaq.co.uk or
contact the following:
Spinnaker Acquisitions Andrew Morrison
Plc Non-Executive Chairman +44 7980 878561
Craig Foster
Ondo InsurTech Plc CEO 0800 783 9866
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
Notes
Ondo InsurTech Plc is a B2B Insurtech business with a patented
water security system (the LeakBot system) that prevents small
leaks from turning into insurance claims. This is achieved through
the installation of patented technology at insured households by
end insured consumers and the provision of claims mitigation
services such as finding and fixing 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 of today, there are 35,000 registered LeakBot devices (with
19,500 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 further partner contracts. The LeakBot device has a
4.8 / 5 Trustpilot review which the Directors believe validates the
offering for end-consumers.
No offer of securities
This announcement and the Prospectus do not constitute or form
part of any offer or invitation to purchase, acquire, subscribe
for, sell, dispose of or issue, or any solicitation of any offer to
sell, dispose of, purchase, acquire or subscribe for, any security,
including any Spinnaker Acquisitions plc shares to be issued in
connection with the Transaction. In particular, the Spinnaker
Acquisitions plc shares to be issued in connection with the
Transaction have not been and will not be registered under the US
Securities Act of 1934 (as amended) and may not be offered or sold
in the US absent registration or an applicable exemption from the
registration requirements of the US Securities Act of 1934 (as
amended).
Important notices relating to advisers
Hill Dickinson LLP ("Hill Dickinson"), which is authorised and
regulated by the Financial Conduct Authority, is acting as adviser
to Spinnaker Acquisitions plc and no one else in connection with
the Transaction and the matters set out in this announcement and
the Prospectus. In connection with such matters, Hill Dickinson,
its affiliates, and its or their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the Transaction or the contents of
this announcement or the Prospectus, or any matter referred to
therein.
Forward-looking statements
This announcement and the Prospectus (including information
incorporated by reference into the Prospectus), oral statements
made regarding the Transaction, Spinnaker, Ondo and following
completion of the Transaction, the combined businesses of Spinnaker
and Ondo and other information published in connection therewith,
contain statements which are, or may be deemed to be,
"forward-looking statements". Although Spinnaker believes that the
expectations reflected in such forward-looking statements are
reasonable, Spinnaker can give no assurance that such expectations
will prove to be correct.
Transaction conditions
Completion of the Transaction is subject to the satisfaction of
certain conditions as more fully described in the Prospectus.
Consequently, there can be no certainty that completion of the
Transaction will be forthcoming.
Transmission of this announcement and the Prospectus
Neither this announcement, the Prospectus, nor any copy of
either of them may be taken or transmitted directly or indirectly
into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose
possession this announcement, the Prospectus or other information
referred to therein comes, should inform themselves about, and
observe, any restrictions in such laws or regulations.
Compliance with laws
This announcement and the Prospectus have been prepared for the
purpose of complying with the applicable laws and regulations of
the United Kingdom and information disclosed may not be the same as
that which would have been disclosed if this announcement or the
Prospectus had been prepared in accordance with the laws and
regulations of jurisdictions outside the United Kingdom.
Expected time for re-admission of the Enlarged Issued Share
Capital is 21 March 2022.
The time and date set out may be adjusted by the Company in
consultation with the Financial Conduct Authority and the London
Stock Exchange PLC, in which event details of the new times and
dates will be notified via a Regulatory Information Service. All
references in this Document to times are to London (GMT) time
unless otherwise stated.
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END
PDIEAEDSFLDAEFA
(END) Dow Jones Newswires
March 15, 2022 06:48 ET (10:48 GMT)
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