TIDMFINS TIDMFNWR
RNS Number : 7190D
Financials Acquisition Corp
23 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
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WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
23 June 2023
Financials Acquisition Corp
(the "Company")
Proposed Extension of Business Combination Deadline by Amendment
of Articles of Association
Publication of Notice of Extraordinary General Meeting
Financials Acquisition Corp (the "Company"), a special purpose
acquisition company, announces today that it is seeking shareholder
approval to extend the deadline by which it may seek a Business
Combination to 31 December 2023.
Introduction
The Company was formed for the purpose of entering into a
Business Combination with a technology enabled company or business
operating principally in (or adjacent to) the insurance or broader
financial services industry.
As announced on 21 June 2023, the Company has recently
identified a Business Combination opportunity that it proposes to
pursue, which could involve the Company raising additional capital
and becoming a listed operating company deploying funds into the
Lloyds of London insurance market for reinsurance purposes (the
"Proposed Transaction").
Proposals in relation to the Proposed Transaction are at an
early stage and, while there is no certainty that any such
transaction can be completed, the Company remains confident that
with the benefit of the Extension it would be able to complete this
or another Business Combination.
The proposed extension will require an amendment to the articles
of association of the Company (the "Articles of Association") which
currently require the Company to complete a Business Combination by
no later than 13 July 2023.
Extension of Business Combination Deadline
In order to allow the Company sufficient time to pursue the
Proposed Transaction and complete a Business Combination, the
Company is seeking an extension of the initial Business Combination
Deadline by 5 months and 18 days from 13 July 2023 to 31 December
2023 (the "Extension").
The Articles of Association provide for two three-month
extension periods to the Business Combination Deadline as
determined by the Board in its sole discretion, and the IPO
Prospectus states that the exercise of this extension mechanism
would be subject to additional funds being committed to the Company
for the purpose of providing additional overfunding to the Escrow
Account. The Board has determined that an extension in this manner
is not in the best interests of the Company at this time (although
it will not rule out using such extension mechanism in the
future).
The proposed Extension will therefore require an amendment to
the Articles of Association which require the Company to complete a
Business Combination by no later than 13 July 2023.
Accordingly, the Company has today published a circular (the
"Circular") incorporating the notice of the General Meeting to: (a)
approve the Extension; (b) amend the Articles of Association to
enable the Company to pursue the Proposed Transaction by merging
with a company of nominal operations; and (c) certain other matters
that are required so as to ensure that the Company is able to
comply with its obligations under Cayman Islands law to provide for
claims of creditors on a winding up.
Please note that Shareholders are not being asked to approve the
Proposed Transaction or any Business Combination at the General
Meeting and any implementation of the Proposed Transaction will be
subject to the approval of the remaining Ordinary Shareholders in
due course.
The Company remains confident on the prospect of pursuing the
Proposed Transaction and successfully consummating a Business
Combination with the benefit of the Extension by the proposed
revised Business Combination Deadline of 31 December 2023.
Availability of Redemption Rights
Pursuant to the Articles of Association, in the event that any
amendment is made to the Articles of Association: (a) to modify the
substance or timing of the Company's obligation to allow redemption
of 100 per cent of the Ordinary Shares if the Company does not
consummate a Business Combination by the initial Business
Combination Deadline of 13 July 2023; or (b) with respect to any
other provision relating to Ordinary Shareholders' rights or
pre-Business Combination activity, the Company shall provide each
holder of Ordinary Shares with the opportunity to redeem their
Ordinary Shares upon the approval or effectiveness of any such
amendment.
Accordingly, the Company will provide the Ordinary Shareholders
with the opportunity to redeem their Ordinary Shares conditional
upon the approval or effectiveness of the Resolution, in order to
realise the investment they made at the time of the Offering if a
Business Combination was not completed by the initial Business
Combination Deadline of 13 July 2023.
This right of redemption in connection with the Resolution is in
addition to the opportunity for Ordinary Shareholders to redeem
their Ordinary Shares in connection with a Business Combination if
one is consummated or, if the Company has not completed a Business
Combination by the revised Business Combination Deadline of 31
December 2023, in a pre-winding up redemption.
This right of redemption in connection with the Resolution will
apply whether or not an Ordinary Shareholder votes in favour of the
Resolution at the General Meeting.
The amount payable upon a redemption of an Ordinary Share in
connection with the Resolution is approximately GBP10.53 per
Ordinary Share as at the date of this document (comprising GBP10.00
per Ordinary Share representing the amount subscribed for by
Ordinary Shareholders per Ordinary Share in the Offering, together
with such Ordinary Shareholders' pro rata entitlement to the Escrow
Account Overfunding, plus interest accruing in the Escrow Account,
less amounts held back by the Company for the purpose of satisfying
its obligations under Cayman Islands law to provide for claims of
creditors on a liquidation and dissolution).
The redemption of Ordinary Shares held by an Ordinary
Shareholder does not trigger the redemption of Warrants held by
such Ordinary Shareholder (if any). Accordingly, Ordinary
Shareholders whose Ordinary Shares are redeemed by the Company will
retain all rights to any Warrants that they may hold at the time of
such redemption.
The Sponsor Entities and the Directors have agreed to waive any
redemption rights they may have with respect to the Shares they
hold in connection with the proposals herein. The Sponsor Entities
and the Directors have undertaken to vote in favour of the
Resolution in respect of the Shares they hold.
Expected timetable of events*
Event Date and time
----------------------------------------------------------------------------------------- ------------------------
2023
Posting of this document and Forms of 23 June 2023
Proxy..................................................
Redemption election through CREST 23 June 2023
available...............................................
Latest time and date for receipt of Forms 10 a.m. on 6 July
of Proxy......................................... 2023
Latest time and date for receipt of Forms 10 a.m. on 5 July
of Instruction................................ 2023
Latest time and date for receipt of CREST 10 a.m. on 5 July
voting instructions...................... 2023
Latest time and date for receipt of redemption 1:00 p.m. on 6
requests in respect of Ordinary July 2023
Shares..................................................................................
......................................
Record date for redemption of Ordinary 6:30 p.m. on 6
Shares............................................... July 2023
Voting record date for the General 6:30 p.m. on 6
Meeting....................................................... July 2023
General 10 a.m. on 10 July
Meeting................................................................................. 2023
.....................
Announcement of the result of the General 10 July 2023
Meeting.......................................
Redemption of Ordinary Shares and settlement 17 July 2023 (or
of redemption monies through CREST or despatch as soon as practicable
of cheques in respect of redemption monies................. thereafter)
*All references to time in this announcement are to London
time.
Exercise of Redemption Rights
Ordinary Shareholders who are registered in the register of
members of the Company are entitled to have their Ordinary Shares
redeemed in connection with the Resolution if the following
conditions are met: (i) the redeeming Shareholder exercising its
right to have its Ordinary Shares redeemed has validly notified the
Company through the Paying Agent by returning a redemption form or
electronically through CREST no later than the Redemption Notice
Delivery Deadline in accordance with the requirements set out
below; and (ii) the Resolution is approved at the General
Meeting.
Redemption requests for Ordinary Shares held in certificated or
uncertificated form shall not be valid (unless the Company agrees
otherwise) unless they are received by the Paying Agent by the
Redemption Notice Delivery Deadline. The Company reserves the right
to treat as valid redemption requests which are not entirely in
order and shall be entitled (in its sole discretion) to accept late
redemption requests.
If an Ordinary Shareholder does not wish to redeem any of its
Ordinary Shares in connection with the Extension, it does not need
to submit a redemption form or take any other action.
Extraordinary General Meeting
The Extension is conditional upon Shareholder approval of the
Resolution being obtained at the General Meeting. Accordingly, the
Directors are seeking approval of the Resolution to authorise the
Extension by way of an amendment to the Articles of
Association.
If the Company is able to agree the terms of a Business
Combination and enter into definitive binding agreements in respect
of such transaction, the Company will in due course publish an
FCA-approved prospectus and circular which will include a notice to
convene an extraordinary general meeting to approve such Business
Combination (among other related matters).
The General Meeting will be held at 10:00 a.m. on Monday 10 July
2023 at the offices of Winston & Strawn London LLP, Level 33,
100 Bishopsgate, London EC2N 4AG (with the option, upon request, to
join remotely by means of electronic conferencing), at which the
Resolution will be proposed.
Copies of the notice of General Meeting and Forms of Proxy are
enclosed with the Circular and will be available for download from
the Company's website: https://www.finsac.co.uk/ . This
announcement contains a summary of the proposals set out in the
Circular and Shareholders are encouraged to refer to the Circular
for further details with regards to the proposals set out
herein.
Consequences of not approving the Business Combination
Extension
In the event that the Resolution is not approved, the Company
will:
(a) not be able to complete a Business Combination by the
initial Business Combination Deadline of 13 July 2023;
(b) not give effect to any requests for redemption of Ordinary
Shares that have been submitted in connection with the
Resolution;
(c) cease all operations except for the purposes of winding up;
(d) as promptly as reasonably possible but not more than ten
(10) business days after 13 July 2023 (being the initial Business
Combination Deadline), redeem the Ordinary Shares at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the Escrow Account, including interest earned on the
funds held in the Escrow Account and not previously released to the
Company (less taxes payable and up to GBP100,000 of interest to pay
dissolution expenses), divided by the number of then Ordinary
Shares in issue, which redemption will completely extinguish
Ordinary Shareholders' rights as Members in respect of such
Ordinary Shares (including the right to receive further liquidation
distributions, if any); and
(e) as promptly as reasonably possible following such
pre-winding up redemption referred to at (d) above, subject to the
approval of the Company's remaining Members and the Directors,
liquidate and dissolve,
subject in each case to its obligations under Cayman Islands law
to provide for claims of creditors and other requirements of
applicable law.
Amendment of Warrant Instrument
Subject to approval of the Resolution, following the General
Meeting the Company intends to amend the Warrant Instrument to
align the definitions of "Business Combination", "Business
Combination Deadline" and "Extension Period" in the Warrant Terms
& Conditions with the definition in the Articles of Association
after giving effect to the proposed amendments to the Articles of
Association.
Pursuant to the Warrant Terms & Conditions, the Company is
permitted to change any provision of the Warrant Terms &
Conditions, without the consent of holders of Warrants, with
respect to, among other things, matters or questions arising under
the Warrant Terms & Conditions as the Company may deem
necessary or desirable and the Company deems not to adversely
affect the rights of the holders of Warrants. The Company does not
expect the proposed change to the Warrant Terms & Conditions to
adversely affect the rights of the holders of Warrants.
A notice to Warrant Holders setting out the amendments to the
Warrant Instrument will be published following announcement of the
results of the General Meeting and amendment of the Warrant
Instrument.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Appendix.
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
will@fins.ac
FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
The information contained in this announcement is deemed by the
Company to constitute inside information for the purposes of
Article 7 of the UK Market Abuse Regulation. By publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is William Allen, Chief
Executive Officer.
The Company's LEI is 254900SWRQCI5ZUQEF15.
DISCLAIMER
These materials may not be published, distributed or transmitted
in the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction where such release, publication or distribution
would be unlawful. These materials do not constitute an offer to
sell or an invitation to subscribe for, or the solicitation of an
offer or invitation to buy or subscribe for securities (the
"Securities") of the Company in any jurisdiction where such an
offer or solicitation is unlawful. The Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the "Securities Act"). There will be no public offering
of the Securities in the United States. The Securities have not
been, and will not be, registered under the Securities Act or under
the applicable securities laws of Australia, Canada, Japan or South
Africa. The Securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa.
This publication constitutes neither an offer to sell nor a
solicitation to buy Securities. An investment decision regarding
the Securities should only be made on the basis of the FCA-approved
prospectus, which will be published in due course if the Company is
able to agree the terms of any Business Combination and enter into
definitive binding agreements in respect of such transaction and
will be available free of charge on the Company's website.
This announcement does not constitute a prospectus. In the
United Kingdom, this announcement is only being distributed to, and
is only directed at, "qualified investors", within the meaning of
Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 (as amended),
who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). This
announcement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement
relates is only available to Relevant Persons and will be engaged
only with Relevant Persons.
The Company has not authorised any offer to the public of
Securities in any Member State of the European Economic Area. With
respect to any Member State of the European Economic Area (each a
"Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member
States to persons who are "qualified investors" within the meaning
of Article 1(4)(a) and Article 2(e) of Regulation (EU) 2017/1129,
as amended.
This announcement may contain forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's or the Directors' expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statement that refers to projections, forecasts or
other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking
statement. The words "anticipate", "believe", "continue", "could",
"estimate", "expect", "intend", "may", "might", "plan", "possible",
"potential", "predict", "project", "seek", "should", "would" and
similar expressions, or in each case their negatives, may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
Forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the
current expectations and assumptions regarding the Company, a
Business Combination, the business, the economy and other future
conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements are not guarantees
of future performance and the Company's actual financial condition,
actual results of operations and financial performance, and the
development of the industries in which it operates or will operate,
may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations and the development of the industries in which it
operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of financial condition, results
of operations or developments in subsequent periods. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include regional, national
or global, political, economic, social, business, technological,
competitive, market and regulatory conditions.
Any forward-looking statement contained in this announcement
applies only as of the date of this announcement and is expressly
qualified in its entirety by these cautionary statements. Factors
or events that could cause the Company's actual results to differ
may emerge from time to time, and it is not possible for the
Company to predict all of them. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which any
forward-looking statement contained in this announcement is based,
unless required to do so by applicable law, the Prospectus
Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the FCA or the UK Market Abuse
Regulation.
PART I
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Articles of Association" the memorandum and articles of association
............................. of the Company, as at the date of
this document;
"Board" ............................................................ the board of Directors of the Company;
"Business Combination"............................... an initial merger, share exchange,
asset acquisition, share purchase,
reorganization or similar business
combination with a business or entity;
"Business Combination Deadline" the deadline by which the Company
............ must complete a Business Combination,
being 13 July 2023 if the Resolution
is not approved at the General Meeting,
or 31 December 2023 if the Resolution
is approved at the General Meeting;
"Company" ..................................................... Financials Acquisition Corp, a Cayman
Islands exempted company;
"CREST" or "CREST System" the UK-based system for the paperless
................... settlement of trades in listed securities,
of which Euroclear UK & International
Limited is the operator;
"Directors" ...................................................... the directors of the Company;
"Disclosure Guidance and the disclosure guidance and transparency
Transparency Rules" rules of the FCA made in accordance
............................................................... with section 73A of the FSMA;
"Escrow Account" ......................................... the escrow account opened by the
Company with the Escrow Agent;
"Escrow Agent" .............................................. HSBC Bank plc;
"Extension" ..................................................... the proposed extension of the Business
Combination Deadline from 13 July
2023 to 31 December 2023;
"Escrow Account Overfunding" the proceeds of additional funds
................ committed to the Company through
the subscription for Overfunding
Shares at a subscription price of
GBP10.00 per share at the time of
the IPO;
"FCA" ............................................................... the UK Financial Conduct Authority;
"FSMA" ............................................................ the UK Financial Services and Markets
Act 2000, as amended;
"Form of Proxy" ........................................... the form of proxy accompanying this
document in respect of the General
Meeting;
"General Meeting" ........................................ the extraordinary general meeting
of the Company to approve the Resolution,
including the Extension;
"IPO" ................................................................ the initial public offering of the
Company which completed on 13 April
2022;
"IPO Prospectus" ........................................... the prospectus dated 7 April 2022
published by the Company;
"Listing Rules" ............................................... the UK Listing Rules as published
in the UK Financial Conduct Authority
Handbook from time to time;
"London Stock Exchange" London Stock Exchange plc;
..........................
"Member" or "Shareholder" the person registered in the register
of members maintained by the Company,
as the holder of shares in the Company
and, when two or more persons are
so registered as joint holders of
shares, means the person whose name
stands first in the Register of
Members as one of such joint holders
or all of such persons, as the context
so requires;
"Offering" ....................................................... the initial offering of 15,000,000
Ordinary Shares (with matching Warrants
being issued concurrently with the
delivery of the Ordinary Shares
to subscribers of Ordinary Shares
on the basis of one-half (1/2) of
one (1) Warrant per Ordinary Share)
at a placing price of GBP10.00 per
Ordinary Share to certain institutional
investors, pursuant to the IPO;
"Ordinary Shareholders"............................. holders of Ordinary Shares;
"Ordinary Shares" ........................................ Class A ordinary shares of GBP0.0001
each in the share capital of the
Company;
"Overfunding Shares" .................................. Ordinary Shares without matching
Warrants subscribed for at GBP10.00
each in connection with the Escrow
Account Overfunding;
"Paying Agent" .............................................. Computershare Investor Services
PLC;
"Prospectus Regulation Rules" the prospectus regulation rules
.................. of the FCA made pursuant to section
73A of the FSMA, as amended from
time to time;
"Redemption Notice Delivery 1.00 p.m. (London time) on 6 July
Deadline" . 2023, being the date two Trading
Days prior to the date of the General
Meeting;
"Resolution" .................................................... the special resolution of the Company
to be passed at the General Meeting;
"Shares" ........................................................... the shares in the Company outstanding
from time to time and including
the Ordinary Shares and the Sponsor
Shares;
"Sponsor Entities" ......................................... FINSAC LLP, a limited liability
partnership incorporated in England
and Wales with registered number
OC436138 and its successors or assigns
and/or FINSAC II LLP, a limited
liability partnership incorporated
in England and Wales with registered
number OC440377 and its successors
or assigns;
"Sponsor Shares" ........................................... the Class B ordinary shares of the
Company issued to the Sponsor Entities,
each with a par value of GBP0.0001
per share, comprising sub-class
B1 ordinary shares, sub-class B2
ordinary shares, and sub-class B3
ordinary shares which convert to
Ordinary Shares on a one for one
basis upon completion of the Business
Combination (subject to adjustment
in certain circumstances);
"Sponsor Warrants" ..................................... warrants with no par value subscribed
for by the Sponsor Entities;
"Trading Day" ............................................... a day on which the main market of
the London Stock Exchange (or such
other applicable securities exchange
or quotation system on which the
Ordinary Shares or Warrants are
listed) is open for business (other
than a day on which the main market
of the London Stock Exchange (or
such other applicable securities
exchange or quotation system) is
scheduled to or does close prior
to its regular weekday closing time;
"UK Market Abuse Regulation" Regulation (EU) No 596/2014 as it
................ forms part of retained EU law by
virtue of the European Union (Withdrawal)
Act 2018, as amended;
"uncertificated" or "uncertificated in relation to a share or other
form" security, title to which is recorded
....................................................................... in the relevant register of the
...... share or other security concerned
as being held in uncertificated
form (that is, in CREST) and title
to which may be transferred by using
CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain
......................... and Northern Ireland;
"Warrant Instrument" ................................. the warrant instrument issued by
the Company on or around constituting
the Warrants and the Sponsor Warrants;
"Warrant Terms & Conditions" the terms and conditions in respect
................ of the Warrants and the Sponsor
Warrants; and
"Warrants" ..................................................... the redeemable matching warrants
with no par value offered in the
Offering.
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END
NOGFZGZVDFRGFZG
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June 23, 2023 02:00 ET (06:00 GMT)
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