TIDMSPAQ
RNS Number : 3541V
Spinnaker Acquisitions PLC
13 December 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
13 December 2021
Spinnaker Acquisitions Plc
("SPAQ" or the "Company")
Proposed Acquisition and Suspension of Listing
Spinnaker Acquisitions plc, a company formed for the purpose of
undertaking an acquisition or acquisitions of an interest in a
company, business or asset operating in the sustainability and/or
energy transition sectors is delighted to confirm that 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").
The principal activity of Labs is the development and
commercialisation of a water security system for the detection of
micro-leaks in residential properties. Protected by patents in
Europe and the USA, it currently trades under the name LeakBot (
www.LeakBot.io ). LeakBot is an InsurTech solution that assists
home insurers to reduce claims cost, deliver a better customer
experience through the benefits of early intervention and provides
risk data that potentially allows insurers to differentiate premium
pricing.
Water damage is the number one source of claims on residential
properties in the 97 million households in LeakBot's target markets
and results in significant waste of building materials which often
must be stripped out and sent to landfill. The LeakBot technology
therefore contributes in a practical way to sustainability by the
avoidance of water wastage and the reduction of the amount of
damaged building materials being sent to landfill.
The LeakBot technology can be provided free of charge to
householders by insurance companies and enjoys strong customer
advocacy with a Trustpilot score of 4.8.
Home insurance is a large market with $96 billion of Gross
Written Premium ("GWP") widely expected to be impacted by several
broad technological trends such as the Internet of Things (IoT),
Artificial Intelligence and digital automation. This is
demonstrated by the very large influx of investment into InsurTech,
with risk management and claims mitigation being the main areas of
focus.
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.
As the Proposed Transaction will constitute a Reverse Takeover,
the Company has requested that the listing of its Ordinary Shares
be suspended temporarily with effect from 7.30 a.m. today. Pending
the publication of a prospectus, the Company intends to make an
application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the Main Market for
listed securities of the London Stock Exchange ("Relisting").
Should the Proposed Transaction not proceed, then the Company would
need to apply for the suspension to be lifted and for trading to be
restored.
The Share Purchase Agreement
SPAQ has conditionally agreed to acquire the entire issued share
capital of Labs. The acquisition of Labs will be satisfied by cash,
the issue and allotment of new ordinary shares in the capital of
the Company (the "Consideration Shares"), such Consideration Shares
to be issued at an agreed placing price, and the issue and
allotment of new long-term loan notes. The placing price and the
balance between the cash, shares and loan note elements of the
consideration will be determined following the completion of
fundraising activities being undertaken by the Company's brokers in
connection with the Proposed Transaction.
Whilst the terms of the Proposed Transaction have been agreed,
the acquisition remains subject to the satisfaction of certain
conditions, including inter alia:
-- The approval of the required share authorities and other
ancillary matters to be set out in a Notice of General Meeting by
shareholders of the Company;
-- The successful completion of fundraising activities to be
undertaken by way of a placing and direct subscriptions by new and
existing investors; and
-- Relisting.
Accordingly, there is no certainty that the Proposed Transaction
will proceed.
Notice of General Meeting
A notice will be sent to shareholders shortly seeking approval
for resolutions covering the share authorities and ancillary
matters required to complete the Proposed Transaction.
The full terms of the Proposed Transaction are expected to be
set out in a prospectus which will be published in due course after
the General Meeting.
The UK MAR offers, by way of exception to the immediate
disclosure of inside information, the possibility on a case-by-case
basis to delay such disclosure under certain conditions. In
accordance with article 17(4) of UK MAR, any issuer may thus delay,
under its own responsibility, the public disclosure of inside
information such as not to prejudice its legitimate interests
provided that such omission is not likely to mislead the public and
the issuer is able to ensure the confidentiality of the
information. The Company relied on article 17(4) of UK MAR and
delayed the release of information in respect of the signing of a
non-binding term sheet in relation to the Proposed Transaction. In
the opinion of the board of directors of the Company, the delay of
the publication of information on the decision to commence
negotiations with Labs was in the Company's legitimate interest as
its disclosure was likely to affect the outcome of those
negotiations or their normal pattern. The decision to commence
negotiations only showed the intention and the final success of
those negotiations depended on many factors. In the opinion of the
board of directors of the Company, the delay was not likely to
mislead the public and they could ensure the confidentiality of the
information.
Andy Morrison, Chairman of SPAQ, said:
"In a green economy space where hubristic plans and greenwashing
are often seen, we are delighted to be working towards an
acquisition that is neither of these. Labs is an established
business and technology that taps into an existing insurance
business model while making a practical contribution to avoiding
waste. We were impressed from the start with the quality of
management, and we look forward with confidence to completion and
execution."
Craig Foster, CEO of HomeServe Labs Ltd added:
"We have proved LeakBot's efficacy following an extended period
of product development and customer implementations in association
with major UK, US and Nordic home insurers and are now excited to
be entering a new phase of our journey with SPAQ and the continuing
support of HomeServe to finance the roll out and adoption of
LeakBot in our target markets, where there are some 97 million
addressable homes."
Enquiries
Andrew Morrison
Non-Executive Chairman +44 7980 878561
Spinnaker Acquisitions Stefania Barbaglio
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
About Spinnaker Acquisitions Plc
Spinnaker Acquisition is a purpose-built cash shell investing
within the sustainability and energy transition sector, offering
its acquisition target a route to a public listing that is an
alternative to an IPO. Its strategy is to invest in a revenue
generating, tech driven, scalable businesses with a highly skilled
and committed management team and operating in a sector eligible
for the London Stock Exchange Green Economy Mark. The Company is
led by a team of experienced entrepreneurs and professionals within
public markets and the model has maximum alignment with
shareholders.
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END
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December 13, 2021 02:44 ET (07:44 GMT)
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