Babylon (NYSE:BBLN) (“Babylon”) today announced additional details concerning the previously announced 1-for-25 reverse share split (the “Reverse Share Split”) of its Class A ordinary shares, par value $0.0000422573245084686 per share (the “Class A Ordinary Shares”), which will become effective on December 15, 2022 (the “Effective Date”). These shares are expected to begin trading on a split-adjusted basis at market open on December 16, 2022.
The Reverse Share Split is intended to increase the per share trading price of the Class A Ordinary Shares to enable Babylon to regain compliance with the New York Stock Exchange minimum share price requirement. Babylon believes that the Reverse Share Split will also benefit its shareholders because it will enable Babylon to reach additional institutional shareholders who impose minimum price requirements in their investment decisions and within their funds.
Following the Reverse Share Split, the new CUSIP and ISIN numbers for the Class A Ordinary Shares will be G07031 209 and JE00BQWMWC12, respectively, and the Class A Ordinary Shares will continue to trade on the NYSE under the existing symbol, “BBLN.”
At Babylon’s Annual General Meeting of Shareholders, held on September 14, 2022, Babylon’s shareholders approved special resolutions to authorize the Board of Directors (the “Board”) to carry out the Reverse Share Split, determine a conversion ratio, between 15 and 25, reflecting the number of pre-split Class A Ordinary Shares that would be consolidated into one post-split Class A Ordinary Share and the number of pre-split Class B ordinary shares, par value $0.0000422573245084686 per share (the “Class B Ordinary Shares”) that would be consolidated into one post-split Class B Ordinary Share, and approve related amendments to Babylon’s Amended and Restated Memorandum (“Memorandum Amendments”) to effect the Reverse Share Split. The Board approved a conversion ratio of 1-for-25 on November 7, 2022. In addition, on November 29, 2022, the Board approved revised Memorandum Amendments, updating the previously announced par value for the Class A Ordinary Shares and share capital following the Reverse Share Split.
Concurrent with the Reverse Share Split, the par value of the Class A Ordinary Shares and Class B Ordinary Shares will be changed to US$0.001056433113 per share. Under the revised Memorandum Amendments, upon effectiveness of the Reverse Share Split, Babylon’s share capital will be US$409,896.05 divided into: 260,000,000 Class A Ordinary Shares with a par value of US$0.001056433113 each; 124,000,000 Class B Ordinary Shares with a par value of US$0.001056433113 each; and 100,000,000 Deferred Shares with a par value of US$0.0000422573245084686 each. The Reverse Share Split will become effective upon the filing of the Memorandum Amendments with the Jersey Financial Services Commission on the Effective Date. No Class B Ordinary Shares or Deferred Shares are issued and outstanding.
Computershare Trust Company, N.A. (“Computershare”), Babylon’s transfer agent, will act as the exchange agent for the Reverse Share Split. No fractional Class A Ordinary Shares will be issued in connection with the Reverse Share Split. As soon as practicable after the Reverse Share Split becomes effective, Computershare will aggregate all fractional Class A Ordinary Shares and arrange for them to be sold at the then prevailing prices on the open market. After completing the sale, shareholders who would otherwise have been entitled to a receive a fractional Class A Ordinary Share will receive a cash payment in an amount equal to their pro rata share of the total net proceeds of the sales of the aggregated fractional Class A Ordinary Shares.
Shareholders with book-entry shares or who hold their Class A Ordinary Shares through a bank, broker or other nominee will not need to take any action. Shareholders of record will receive their post-Reverse Share Split Class A Ordinary Shares in book-entry and receive a statement from Computershare regarding their post-Reverse Share Split ownership of Class A Ordinary Shares.
Shareholders may contact Computershare’s Shareholder Services Department at 1-800-736-3001 (+1 (781) 575-3100 for international callers) with any questions.
