Annual report pursuant to Section 13 and 15(d)

Equity

v3.22.4
Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Equity
19.    Equity
Equity Following the Conversion and Reverse Share Split
The Consolidated Financial Statements are prepared as a continuation of the financial statements of Babylon Holdings Limited, which have been adjusted to reflect i) the conversion of our historical Class B ordinary shares into our Class A ordinary shares associated with our private placement of our Class A ordinary shares (collectively referred to as the “Conversion”) and ii) the 1-for-25 reverse share split.
On December 15, 2022, we completed a 1-for-25 reverse share split of its Class A ordinary shares and Class B ordinary shares as announced on our November 9, 2022 press release. Beginning on December 16, 2022, every twenty-five (25) shares of Babylon were automatically converted into one (1) issued and outstanding share of Babylon Class A ordinary shares with a $0.001056433113 par value. This conversion applies a round down feature for any converted share that results in fractional shares. This round down feature is not considered to have a material impact on the Consolidated Financial Statements. All share quantities and prices mentioned throughout the Consolidated Financial Statements are reflected of the retrospective application of this reverse share split for all periods presented.
On November 4, 2022, as a condition to closing the Private Placement (referred to as “PIPE financing” on our Consolidated Statement of Changes in Stockholders’ Equity) announced in our October 18, 2022 press release, we announced the conversion of our all of our outstanding Class B ordinary shares, par value $0.001056433113, into Class A ordinary shares, par value $0.001056433113, effective on November 1, 2022. Associated with the conversion of our outstanding Class B ordinary shares, were private placement transactions consisting of initial and additional subscription
agreements, providing a sale of 7,596,979 Class A ordinary shares (collectively referred to as the “Conversion” throughout our Consolidated Financial Statements).
On October 16, 2022 and October 17, 2022, Babylon entered into subscription agreements (the “Subscription Agreements”) with several investors (collectively, the “Investors”) for a private placement of our Class A ordinary shares
(the “Private Placement” or “PIPE financing”). On November 3, 2022, the Private Placement closed, and Babylon issued 7,596,979 Class A ordinary shares to the Investors and received $80.0 million in proceeds.
As a condition to closing the Private Placement, our founder, Dr. Ali Parsadoust and ALP Partners Limited, as the sole holder of the outstanding 3,185,503 Class B ordinary shares, par value 0.0010564331130 per share (the “Class B ordinary shares”), converted all of the outstanding Class B ordinary shares to 3,185,503 Class A ordinary shares, par value $0.001056433113 per share, on November 1, 2022. Following the Conversion, there are no Class B ordinary shares issued and outstanding.

The following tables display the number of shares of Babylon Holdings Limited, reflected in post-reverse share split quantities for Class A ordinary and Class B ordinary shares authorized, issued and outstanding as of January 1, 2022, and reconciled for activity that occurred during the year ended December 31, 2022, including the Private Placement and Conversion, to the shares issued and outstanding as of December 31, 2022:
(In thousands of shares) Class A ordinary shares Class B ordinary shares
Authorized 260,000 124,000
On issue at January 1, 2022 13,357 3,186
Issued during the year prior to the Private Placement and Conversion 659 —
Conversion of Class B ordinary shares into Class A ordinary shares 3,186 (3,186)
Shares issued as part of the Private Placement 7,597 —
Issued following the Conversion and Private Placement 60 —
On issue at December 31, 2022—fully paid 24,859 —

Share Rights
Each Class A ordinary share will have the right to exercise one vote at any general meeting of the shareholders of the Company, to participate pro rata in all dividends declared by the Company, and the rights in the event of the Company’s dissolution.
Each Class B ordinary share has the same economic terms as the Class A ordinary shares, but the Class B ordinary shares have the right to exercise 15 votes per share.
There were 100,000 authorized Deferred Shares with a par value of $0.0000422573245084686, which are non-voting shares and do not convey upon the holder the right to be paid a dividend or notice to attend, vote or speak at a shareholder meeting. No Deferred Shares have been issued.
These share rights did not change as a result of the Conversion.
Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entities are recognized in other comprehensive loss and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Other Comprehensive Income (“OCI”) Accumulated in Reserves, Net of Tax
2022 2021 2020
$’000 $’000 $’000
January 1,
 (2,808) (2,244) (5,824)
Foreign operations – foreign currency translation differences
 7,080 (564) 3,580
December 31, 4,272 (2,808) (2,244)
Retained Earnings
The retained earnings account represents retained profits or losses less amounts distributed to shareholders.