Babylon (NYSE: BBLN) (“Babylon” or the “Company”) today announced that it has agreed to sell an aggregate of 145,885,760 (prior to rounding of fractional shares) of its Class A ordinary shares to certain institutional and other accredited investors (the “Initial Subscribers”) in a private investment in public equity (the “PIPE”) at a price of $0.42122 per share (the “Initial Subscriptions”). The price per share for the Initial Subscriptions (the “Initial Subscription Price”) is equal to the average closing price of Babylon’s Class A ordinary shares on the New York Stock Exchange (the “NYSE”) for the five trading days immediately prior to the execution of the subscription agreements for the Initial Subscriptions.
The Initial Subscribers include the two largest existing Babylon institutional investors: entities affiliated with Kinnevik AB (publ) and VNV Global AB (publ). Babylon anticipates that the gross proceeds from the Initial Subscriptions will be $61,450,000, before deducting offering expenses payable by the Company.
Prior to the closing of the PIPE, Babylon may execute subscription agreements with certain additional institutional and other accredited investors, or for additional amounts from the Initial Subscribers (each, an “Additional Subscription,” and, together with the Initial Subscriptions, the “Subscriptions”, and the Initial Subscribers together with subscribers for Additional Subscriptions, the “Subscribers”), up to a maximum of $80 million in gross proceeds from all Subscriptions. The price per share for any Additional Subscription will equal the higher of the Initial Subscription Price or the average closing price of Babylon’s Class A ordinary shares on the NYSE for the five trading days immediately prior to the execution of the subscription agreement for such Additional Subscription.
The closing of the PIPE is expected to occur on or about November 3, 2022, and is subject to Company’s receipt of at least $75 million in gross proceeds from the Subscriptions in the aggregate (which condition may be waived by the Company and the Subscribers), and other customary closing conditions. In connection with the closing, each of the Company’s outstanding Class B ordinary shares will be converted into one Class A ordinary share.
Babylon expects to use the proceeds from the PIPE to fund the ongoing development of its digital-first platform and services for managing population health, working capital and other general corporate purposes.
The securities to be sold in the PIPE are being offered in a transaction not involving a public offering, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Babylon has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the Class A ordinary shares sold in the PIPE.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.News Source: GALV News