Schedule One – Ondine Biomedical Inc.
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”) |
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| COMPANY NAME:
Ondine Biomedical Inc. (“Ondine” or the “Company”) |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered 888 – 1100 Melville Street Vancouver British Columbia V6E 4A6 Canada
Principal Trading addresses
Head Office 888 – 1100 Melville Street Vancouver British Columbia V6E 4A6 Canada |
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| COUNTRY OF INCORPORATION:
Canada |
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Ondine Biomedical Inc. is a life sciences company, incorporated in Canada, focusing on the development of photodisinfection-based therapies to provide solutions to drug-resistant infections. Ondine has created a platform technology called antimicrobial photodynamic disinfection, or “photodisinfection”, to help prevent and help treat infections across different therapeutic areas in healthcare and industry settings. Ondine’s current focus is on introducing photodisinfection based medical devices for the upper respiratory tract into healthcare settings. Ondine’s lead product is called Steriwave™, a photodisinfection-based medical device to decolonize the nose of pathogens that can lead to healthcare acquired infections. Steriwave has been deployed in Canadian hospitals for years and the Company is engaging in the clinical trials in collaboration with HCA and in regulatory processes to bring this product to the US market.
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
Number of Common Shares of no par value (“Common Shares”) for which Admission is being sought: 194,584,524
New Common Shares pursuant to the Placing may not be resold into Canada at any time and are not listed on a Canadian exchange. The Common Shares are being issued by the Company in reliance upon an exemption from the prospectus and registration requirements of applicable Canadian securities legislation and are subject to an indefinite hold period under securities laws applicable in Canada. No Common Shares will be held in treasury on Admission.
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| CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised: £22.2million ($30.0million) Anticipated market capitalisation on Admission at the placing price: £103.9million ($140.1million)
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
70.7%
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
N/A
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| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
– 0902337 B.C. Ltd is a company 100% owned by Carolyn Cross – Paloduro Investments Inc. and Belsan AG are companies 100% owned by Bob Cross, the husband of Carolyn Cross (*CEO of Ondine)
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: BDO LLP
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: i. 31 December ii. 30 June 2021 iii. The first three reports published, pursuant to AIM rules 18 and 19, will be: a. 30 June 2022 (annual report and accounts for the period ending 31 December 2021) b. 30 September 2022 (half year report for the six months ending 30 June 2022) c. 30 June 2023 (annual report and accounts for the period ending 31 December 2022)
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| EXPECTED ADMISSION DATE:
6 December 2021 |
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| NAME AND ADDRESS OF NOMINATED ADVISER:
Arden Partners plc 125 Old Broad Street London EC2N 1AR
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| NAME AND ADDRESS OF BROKER:
Arden Partners plc 125 Old Broad Street London EC2N 1AR
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The admission document will be available from the offices of Arden Partners at 125 Old Broad Street, London, EC2N 1AR A digital copy of the admission document, containing full details about the applicant and the admission of its securities will be available on the Company’s website at: https://ondinebio.com/
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| THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY:
From Admission, the Board intends to adhere to the QCA Code, insofar as it is applicable to the Company. |
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| DATE OF NOTIFICATION:
22 November 2021 |
