TIDMFINS TIDMFNWR
RNS Number : 7200D
Financials Acquisition Corp
23 June 2023
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document or the action you should take, you should immediately
consult your stockbroker, bank manager, solicitor, accountant or
other appropriately quali ed independent nancial adviser,
authorised under the UK Financial Services and Markets Act 2000 or,
if you are in a territory outside the United Kingdom, an
appropriately authorised independent nancial adviser.
The contents of this document do not contain and should not be
construed as legal, business or tax advice and you should consult
your own professional advisers, such as your stockbroker, bank
manager, lawyer, auditor or other financial or legal advisers (as
appropriate) for such advice. No person has been authorised to give
any information or make any representations other than those
contained in this document and, if given or made, such information
or representations must not be relied on as having been authorised
by Financials Acquisition Corp (the "Company").
This document does not constitute an offer to sell or issue, or
the solicitation of an offer to purchase, subscribe for or
otherwise acquire, the Shares in any jurisdiction. The distribution
of this document in certain jurisdictions may be restricted by law.
Other than in the United Kingdom, no action has been or will be
taken to permit the possession, issue or distribution of this
document in any jurisdiction where action for that purpose may be
required. Persons into whose possession this document comes should
inform themselves about and observe all relevant restrictions.
If you sell or transfer or have sold or otherwise transferred
all your Ordinary Shares in the Company, please send this document
as soon as possible to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected, for delivery to the purchaser or transferee. However,
such documents should not be distributed, forwarded or transmitted
in or into jurisdictions other than the United Kingdom if to do so
would constitute a violation of the relevant laws and regulations
in such other jurisdiction. If you have sold or transferred only
part of your holding of Ordinary Shares in the Company, please
retain this document and immediately consult the bank, stockbroker
or other agent through which the sale or transfer was effected.
FINANCIALS ACQUISITION CORP
(an exempted company limited by shares incorporated under Cayman
Islands law with company number 380273)
EXTENSION OF BUSINESS COMBINATION DEADLINE BY AMMENT OF ARTICLES
OF ASSOCIATION
and
NOTICE OF EXTRAORDINARY GENERAL MEETING
Formal notice convening a general meeting of the Company to 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, is set out at the end of this document.
Shareholders will also find enclosed a Form of Proxy.
This document should be read as a whole. Your attention is drawn
to the letter from the Executive Chairman of the Company which is
set out on pages 5 to 16 of this document and which recommends that
you vote in favour of the resolution to be proposed at the General
Meeting. Your attention is drawn to Section 6 "General Meeting and
Action to be Taken" of Part I "Letter from the Executive Chairman"
on page 11 of this document. The de nitions used in this document
are set out in Part IV "Definitions" starting on page 22 of this
document.
TABLE OF CONTENTS
Page
PART I LETTER FROM THE EXECUTIVE
CHAIRMAN...............................................................
5
PART II CONSEQUENCES OF APPROVING THE
RESOLUTION.............................................. 17
PART III SUMMARY OF THE AMMENTS TO THE ARTICLES OF
ASSOCIATION.......... 20
PART IV
DEFINITIONS................................................................................................................
22
EXPECTED TIMETABLE OF EVENTS
Event Date and time
------------------------------------------------------------------------------------------- -------------------------
2023
Posting of this document and Forms of Proxy.............................................. 23 June 2023
Redemption election through CREST available............................................ 23 June 2023
Latest time and date for receipt of Forms of Proxy....................................... 10 a.m. on 6
July 2023
Latest time and date for receipt of Forms of Instruction............... 10 a.m. on 5
July 2023
Latest time and date for receipt of CREST voting 10 a.m. on 5
instructions............... July 2023
Latest time and date for receipt of redemption 1.00 p.m. on
requests in respect of Ordinary 6 July 2023
Shares....................................................................................
........
Record date for redemption of Ordinary Shares 6.30 p.m. on
6 July 2023
Voting record date for the General 6.30 p.m. on
Meeting.................................................. 6 July 2023
General 10 a.m. on 10
Meeting................................................................................... July 2023
........
Announcement of the result of the General Meeting.................................... 10 July 2023
Redemption of Ordinary Shares and settlement of 17 July 2023
redemption monies through CREST or despatch of (or as soon as
cheques in respect of redemption monies.... practicable thereafter)
Notes
All references to times in the above timetable are to London
time. Each of the times and dates in the above timetable is subject
to change without further notice. If any of the above times and/or
dates change, the revised time(s) and/or date(s) will be noti ed to
Shareholders by an announcement through a Regulatory Information
Service provider.
GENERAL INFORMATION
Cautionary note regarding forward-looking statements
This document contains 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 document. 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 document, 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 document applies
only as of the date of this document 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 document to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any forward-looking statement contained
in this document 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
LETTER FROM THE EXECUTIVE CHAIRMAN
FINANCIALS ACQUISITION CORP
(an exempted company limited by shares incorporated under Cayman
Islands law with company number 380273)
Registered Office:
c/o Conyers Trust Company (Cayman) Limited
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands
https://www.finsac.co.uk
Andrew Rear, Executive Chairman and Director
William Allen, Chief Executive Officer and Director
Paul Jardine, Senior Independent Non-Executive Director
Nic Gorey, Independent Non-Executive Director
Shobha Frey, Independent Non-Executive Director
David Morant, Independent Non-Executive Director
23 June 2023
To the Shareholders and, for information only, to persons with
information rights
Dear Shareholder
Extension of Business Combination Deadline by Amendment of the
Articles of Association
and
Notice of Extraordinary General Meeting
1. INTRODUCTION
Today, Financials Acquisition Corp (the "Company"), a special
purpose acquisition company, announced that it is seeking
shareholder approval to amend its Articles of Association to extend
the deadline by which it may complete a Business Combination to 31
December 2023 (the "Extension"), amongst other matters.
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. The Company has, since the date of its
IPO, engaged with a select number of opportunities about a
potential Business Combination in the insurance or broader
financial services industries.
On 21 June 2023, the Company announced that it had 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 which currently require the Company
to consummate a Business Combination by no later than the date
falling fifteen months from the admission of the Ordinary Shares to
the standard segment of the official list (as maintained by the
FCA) and to trading on the main market for listed securities of the
London Stock Exchange, being 13 July 2023.
The Resolution to approve the Extension also proposes to amend
the Articles of Association to enable the Company to pursue the
Proposed Transaction by merging with a company of nominal
operations and 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.
The purpose of this letter is to explain why the Board considers
the proposals set out herein to be in the best interests of the
Company and Shareholders as a whole. This letter also includes a
recommendation from the Board that Shareholders approve the
Resolution to be proposed at the General Meeting. Shareholders are
not being asked to approve any Business Combination at the General
Meeting.
Shareholders should read the entire document and not only rely
on the information set out in this letter.
2. AMMENTS TO THE ARTICLES OF ASSOCIATION
The Company is convening an extraordinary general meeting to be
held at 10.00 a.m. on Monday 10 July 2023 to consider, and if
thought fit, approve the Resolution which, if approved, will
implement certain amendments to the Articles of Association.
The Company is seeking the approval of Shareholders to amend the
Articles of Association in the following manner:
Amendment to the Definition of the "Business Combination
Deadline"
The definition of Business Combination Deadline is proposed to
be amended to provide for an additional period of 5 months and 18
days to 31 December 2023.
In order to allow the Company additional time to complete a
Business Combination, the Company is seeking an extension of the
Business Combination Deadline from 13 July 2023 to 31 December
2023, being less than the maximum time period permitted under
Listing Rule 5.6.18AG(3).
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 however 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). Accordingly, the Board is proposing to implement the
Extension through an amendment to the Articles of Association.
The Company remains confident on the prospect of successfully
consummating a Business Combination with the benefit of the
Extension by the proposed revised Business Combination Deadline of
31 December 2023.
Amendment to the Definition of "Business Combination" and
Removal of Article 71.2
The Proposed Transaction will, if implemented, result in the
Company merging with a company of nominal operations. The Articles
of Association currently prevent the Company from being able to
implement a Business Combination in this manner and for this
reason, it will be necessary to amend the Articles of Association
to enable the Company to pursue the Potential Transaction.
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
(excluding the Excluded Persons) in due course. Please also note
that whilst the Proposed Transaction may involve the Company
merging with a company of nominal operations, there is no intention
for the Company to merge with another blank-cheque company.
Amendment to Article 69.3
Article 69.3 provides that in the event that any amendment is
made to the Articles 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, each holder of Ordinary Shares shall be provided with the
opportunity to redeem their Ordinary Shares upon the approval or
effectiveness of any such amendment 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 to pay
its taxes, divided by the number of then outstanding Ordinary
Shares.
Article 70.1 provides that in the event the Company does not
consummate a Business Combination on or before the Business
Combination Deadline, the Company shall cease operations, redeem
its Ordinary Shares and as promptly as is reasonably possible
following such redemptions, liquidate and dissolve, subject in each
case to its obligations under Cayman Islands law to provide for
claims of creditors and other requirements, under applicable
law.
In the event that 100 per cent of the Ordinary Shares are
redeemed as a result of the availability of redemption rights
proposed herein in accordance with Article 69.3, it is currently
anticipated that, without additional funding being provided or
otherwise committed, the Company will be unable to consummate a
Business Combination and it will need to liquidate and dissolve in
accordance with the provisions of Article 70.1. However, in such
circumstances due to there being no funds being left in the Escrow
Account as a result of 100 per cent of the Ordinary Shares being
redeemed, without additional funding being provided or otherwise
committed to the Company, the Company will be unable to comply with
its obligations under Cayman Islands law to provide for claims of
creditors on a liquidation and dissolution under Article 70.1.
Accordingly, the Board propose to amend Article 69.3 to ensure
that its obligation to redeem 100 per cent of the Ordinary Shares
under such Article is subject to its obligations under Cayman
Islands law to provide for claims of creditors and other
requirements, under applicable law. Such amendment is a procedural
mechanism so as to ensure that its obligations under Cayman Islands
and other applicable law and Article 70.1 can be complied with on a
winding up.
3. AVAILABILITY OF REDEMPTION RIGHTS
Pursuant to the Articles of Association, in the event that any
amendment is proposed to be made to the Articles of Association to
modify the substance or timing of the Company's obligation to
redeem 100 per cent of the Ordinary Shares if the Company does not
consummate a Business Combination by the Business Combination
Deadline of 13 July 2023; or with respect to any other provision
relating to Ordinary Shareholders' rights or pre-Business
Combination activity, the Company shall provide the Ordinary
Shareholders with the opportunity to redeem their Ordinary Shares
upon the approval or effectiveness of any such amendment.
The Resolution, if approved, will extend the Business
Combination Deadline of 13 July 2023 to 31 December 2023.
Accordingly, in accordance with the Articles of Association, the
Company will provide the Ordinary Shareholders with the opportunity
to redeem their Ordinary Shares, conditional upon the approval 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
13 July 2023.
See Section 7 "Exercise of Redemption Rights in connection with
the Resolution" of this Part I for further details in relation to
the exercise of redemption rights in connection with the
Extension.
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.
If the Resolution is approved at the General Meeting, any
Ordinary Shareholders that have elected to have all or a portion of
their Ordinary Shares redeemed upon the approval of such Resolution
by submitting a valid redemption form by the Redemption Notice
Delivery Deadline will be entitled to have such Ordinary Shares
redeemed. Redemption amounts shall be paid in accordance with the
redemption arrangements within five Trading Days of the General
Meeting or as soon as practicable thereafter.
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 Directors consider that the options available to Ordinary
Shareholders are to:
-- approve the Resolution and retain their Ordinary Shares (and Warrants, as applicable);
-- approve the Resolution and redeem their Ordinary Shares, but
retain their Warrants (as applicable), which would provide such
holders with the ability to benefit from a Business Combination, if
agreed, if the Warrants become exercisable in accordance with their
terms; or
-- refuse to approve the Resolution, in which event, if the
requisite majority of Shareholders do not approve the Resolution,
the Company will following expiry of the Business Combination
Deadline of 13 July 2023, cease all operations except for the
purposes of winding up and commence a pre-winding up redemption in
the manner contemplated in Section 5 below.
The Company considers that Shareholders should have the ability
to decide to either give the Company additional time to complete a
Business Combination or to have the Company proceed with a
pre-winding up redemption and then liquidate the Company. See
Section 9 "Recommendation" of this Part I for details of the
Board's recommendation.
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.
4. CONSEQUENCES OF APPROVING THE RESOLUTION
Consequences
The approval of the Resolution will have certain consequences,
including, but not limited to, the following:
(a) Shareholders may suffer a dilutive effect in the event of
exercise of redemption rights in connection with the Resolution and
redemption of Ordinary Shares may adversely affect the liquidity
and price of the Ordinary Shares;
(b) the exercise of redemption rights in connection with the
Resolution may mean that the Company no longer satisfies the free
float requirement under the Listing Rules;
(c) the redemption of Ordinary Shares in connection with the
Resolution will result in a diminution of funds in the Escrow
Account available for use in connection with a Business Combination
and the Company may need to raise additional third party financing
which would dilute remaining Ordinary Shareholders;
(d) if the funds available to the Company outside of the Escrow
Account are insufficient to allow the Company to operate until the
Business Combination Deadline, the Company may be unable to
complete a Business Combination;
(e) the Company may not be able to complete a Business
Combination by the revised Business Combination Deadline of 31
December 2023, as a result of which it would cease all operations
except for the purposes of winding up, redeem the remaining
Ordinary Shares and liquidate and dissolve, which could result in a
loss of part of Ordinary Shareholders' investment and any
outstanding Warrants will expire worthless; and
(f) a Business Combination may not be agreed or complete, which
may result in irrecoverable costs.
In the event that the Resolution proposed herein is approved,
the Company intends to pursue the Proposed Transaction and will
incur additional costs in doing so and to the extent that it is
unable to raise additional funds outside of the Escrow Account to
meet these costs, the value of funds in the Escrow Account
available to redeeming shareholders on a subsequent pre-winding up
redemption may be reduced due to the Company's obligations under
Cayman Islands law to provide for claims of creditors on a winding
up. Please see Part II: "Consequences of approving the Resolution"
for further information.
City Code
The City Code does not apply to the Company and there are no
rules or provisions relating to mandatory takeover bids in relation
to the Ordinary Shares.
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 definition of "Business Combination Deadline" 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. The Company intends to replace the
existing definition of "Business Combination", "Business
Combination Deadline" and "Extension Period" in the Warrant Terms
& Conditions with the words "has the meaning ascribed to it in
the Articles of Association".
Pursuant 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 the announcement of
the results of the General Meeting and amendment of the Warrant
Instrument.
5. CONSEQUENCES OF NOT APPROVING THE RESOLUTION
In the event that the Resolution is not approved, the Company
will:
(a) not be able to complete a Business Combination by the
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.
In such circumstances, there can be no assurance as to the
particular amount or value of the remaining assets of the Company
at any such future time either as a result of costs from any
unsuccessful Business Combination, from other running costs or from
other factors, including disputes or legal claims which the Company
is required to pay out, the cost of the liquidation and dissolution
process, applicable tax liabilities or amounts due to third party
creditors.
For additional information, please see paragraph 13 "Redemption
and Liquidation if no Business Combination" of Part VII "Proposed
Business and Strategy" of the IPO Prospectus, which is available on
the Company's website at https://www.finsac.co.uk.
6. GENERAL MEETING AND ACTION TO BE TAKEN
General Meeting
The Directors are seeking approval of the Resolution as a
Special Resolution to amend the Articles of Association of the
Company in the manner set out in Section 2 "Amendments to the
Articles of Association" of this Part I and Part III: "Summary of
the Amendments to the Articles of Association".
Shareholders are not being asked to approve a Business
Combination at the General Meeting.
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).
At the end of this document is a notice convening the General
Meeting to 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.
Forms of Proxy
Shareholders who are registered in the register of members of
the Company at 6.30 p.m. on 6 July 2023 (or, if the meeting is
adjourned, at 6.30 p.m. on the date which is one day prior to the
date of the adjourned meeting) are entitled to attend and vote,
whether in person or by proxy, at the General Meeting.
Shareholders will find enclosed with this document a Form of
Proxy for use in connection with the General Meeting. Shareholders
are requested to complete, sign and return the Form of Proxy in
accordance with the instructions printed thereon.
Shareholders are entitled to appoint a proxy to exercise all or
any of their rights to attend and to speak and vote on their behalf
at the General Meeting. A Shareholder may appoint more than one
proxy in relation to the General Meeting provided that each proxy
is appointed to exercise the rights attached to a different share
or shares held by that Shareholder. A proxy need not be a
Shareholder of the Company. A Form of Proxy which may be used to
make such appointment and give proxy instructions is enclosed with
this document.
If a Shareholder completes and returns a Form of Proxy such
Shareholder may still attend and vote at the General Meeting in
person should such Shareholders subsequently decide to do so,
subject to any restrictions applicable to attendance in person.
To be valid any Form of Proxy or other instrument appointing a
proxy must be received by the Registrar by post at Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6ZY or via Email at
#UKCSBRS.ExternalProxyQueries@computershare.co.uk , in each case by
no later than 10:00am (London time) on 6 July 2023, being not less
than 48 hours before the time appointed for holding the meeting or
any adjourned meeting.
Forms of Instruction
Holders of Depositary Interests should complete the enclosed
Form of Instruction in accordance with the instructions printed
thereon to direct Computershare Company Nominees Limited as the
custodian of their shares how to exercise their votes or (by
following the instructions on the Form of Instruction) indicate
that they intend to attend the General Meeting in person. If a
holder of Depositary Interests indicates, in this manner, that they
intend to attend the General Meeting, Computershare Company
Nominees Limited shall issue a letter of representation to the
holder of Depositary Interests giving them authorisation to attend
the General Meeting and vote. If any holder of Depositary Interests
attends the General Meeting without a letter of representation they
will only be allowed to enter the General Meeting as a guest and
will not be allowed to vote. To be valid, the Form of Instruction
must be completed in accordance with the instructions set out in
the form and returned as soon as possible to the offices of the
Custodian at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, England so as to be received no
later than 10:00 a.m. (London time) on 5 July 2023.
Holders of Depositary Interests in CREST may also transmit
voting instructions by utilising the CREST voting service in
accordance with the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider, should refer
to their CREST sponsor or voting service provider, who will be able
to take appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST Voting Instruction must be properly
authenticated in accordance with Euroclear's specifications and
must contain the information required for such instructions, as
described in the CREST Manual (available via
www.euroclear.com/CREST ).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 10:00 a.m. (London time) on 5 July 2023. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the CREST Voting Instruction
by the CREST applications host) from which the Company's agent is
able to retrieve the CREST Voting Instruction by enquiry to CREST
in the manner prescribed by CREST.
Holders of Depositary Interests in CREST and, where applicable,
their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will
therefore apply in relation to the transmission of CREST Voting
Instructions. It is the responsibility of the Depositary Interest
holder concerned to take (or, if the Depositary Interest holder is
a CREST personal member or sponsored member or has appointed a
voting service provider, to procure that the CREST sponsor or
voting service provider takes) such action as shall be necessary to
ensure that a CREST Voting Instruction is transmitted by means of
the CREST voting service by any particular time. In this
connection, Depositary Interest holders and, where applicable,
their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. EXERCISE OF REDEMPTION RIGHTS IN CONNECTION WITH THE RESOLUTION
Exercise of redemption rights
Ordinary Shareholders may require the Company to redeem all or
such portion of the Ordinary Shares held by them as such Ordinary
Shareholder may request 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 a properly authenticated TTE instruction 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.
If an Ordinary Shareholder does not wish to redeem any of its
Ordinary Shares in connection with the Resolution, it does not need
to submit a redemption form or take any other action.
The Company shall be entitled at its absolute discretion to
determine the procedures for the redemption of the Ordinary Shares
(subject to the facilities and requirements of CREST, the
provisions of the Articles of Association and the Act). Without
prejudice to the Company's discretion, it is intended that the
procedure described below shall apply.
Redemption procedure
General
Completion of a redemption request shall be deemed to include a
representation and warranty to the Company that the Ordinary Shares
held by such Ordinary Shareholder for which redemption has been
requested are free from and clear of all liens, charges and other
encumbrances.
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 has any questions, please call
Computershare Investor Services PLC on +44 (0) 370 707 4040. Please
note that Computershare Investor Services PLC cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Ordinary Shares held in uncertificated form
Depositary Interest holders must make their intention to tender
their Depositary Interests for redemption known to the Paying Agent
through their custodian, bank or stockbroker submitting a properly
authenticated transfer to escrow instruction through the CREST
system ("TTE instruction") on their behalf no later than the
Redemption Notice Delivery Deadline to effect the transfer of the
number of Ordinary Shares to be redeemed from the relevant CREST
account to the Paying Agent's specified CREST account.
Following the transfer to the Paying Agent's CREST account and
pending redemption of all or part of the Ordinary Shares, such
Ordinary Shareholder shall not be entitled to dispose of, encumber,
charge or deal in any way whatsoever with the Ordinary Shares which
have been so transferred.
A valid TTE instruction will need to include the following
particulars:
-- the ISIN for the Ordinary Shares, which is KYG3439B1032;
-- the number of Ordinary Shares being tendered for redemption;
-- the participant ID of the holder of Ordinary Shares;
-- the member account ID of the holder of Ordinary Shares, being
the account from which the Ordinary Shares are to be debited;
-- the participant account of the Paying Agent 3RA30;
-- the member account ID of the Paying Agent, which is FACRED01;
-- the corporate action number allocated by Euroclear, which can
be obtained by viewing CREST prior to submission of the TTE
instruction;
-- the intended settlement date for the TTE instruction in
CREST. This should be as soon as possible and, in any event, no
later than the Redemption Notice Delivery Deadline;
-- delivery priority of at least 80; and
-- a contact name and number in the shared note field.
CREST members and (where applicable) CREST sponsors should note
that Euroclear does not make available special procedures in CREST
for any particular corporate action. Normal system timing and
limitations will therefore apply in relation to the input of a TTE
instruction and its settlement in connection with the exercise of
the rights attaching to the Ordinary Shares held in CREST. It is
the responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST sponsored member, to procure that his
CREST sponsor takes) such action as shall be necessary to ensure
that a TTE instruction is effected and settled by the Redemption
Notice Delivery Deadline. In this connection, CREST members and
(where applicable) their CREST sponsors, are referred in particular
to those sections of the CREST Manual concerning the practical
limitation of the CREST system and timings.
The Company may in its sole discretion:
-- accept an alternative properly authenticated dematerialised
instruction from a CREST member or (where applicable) a CREST
sponsor in substitution for or in addition to a TTE instruction and
subject to such further terms and conditions as the Company may
determine;
-- treat a properly authenticated instruction (the "first
instruction") as not constituting a valid TTE instruction if, at
the time at which the Paying Agent receives a properly
authenticated dematerialised instruction giving details of the
first instruction, either the Company or the Paying Agent has
received actual notice from Euroclear of any matters referred to in
Regulation 35(5)(a) of the CREST Regulations in relation to the
first instruction. These matters include notice that any
information contained in the first instruction was incorrect or
notice of lack of authority to send the first instruction; and
-- accept an alternative instruction or notification from a
CREST member or CREST sponsored member or (where applicable) a
CREST sponsor, or extend the time for settlement of a TTE
instruction or notification, in the event that, for reasons or due
to circumstances outside the control of the CREST member or (where
applicable) CREST sponsor, the CREST member or CREST sponsored
member is unable to validly request the redemption of its Ordinary
Shares by means of the procedures described above. In normal
circumstances, this discretion is only likely to be exercised in
the event of any interruption, failure or breakdown of CREST (or
any part of CREST) or on the part of the facilities and/or systems
operated by the Paying Agent in connection with CREST.
Ordinary Shares held in certificated form
Any Ordinary Shareholder who holds its Ordinary Shares in
certificated form should contact the Paying Agent and request a
redemption form. Ordinary Shareholders must make their intention to
tender their Ordinary Shares for redemption known to the Paying
Agent by returning a redemption form and their Ordinary Share
certificate no later than the Redemption Notice Delivery
Deadline.
Redemption Amount
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).
Settlement
Ordinary Shareholders who submit a valid redemption request to
redeem all or a portion of their Ordinary Shares on or before the
Redemption Notice Delivery Deadline shall have such Ordinary Shares
redeemed and payment in respect of such Ordinary Shares will be
made by the Registrar within five Trading Days of the date of the
General Meeting or as soon as practicable thereafter, subject to
the Resolution having been approved at the General Meeting. The
Company shall not be liable for any loss or damage suffered or
incurred by any Redeeming Shareholder or any other person as a
result of or arising out of late settlement, howsoever such loss or
damage may arise.
Each payment of the redemption amount in respect of Ordinary
Shares held in uncertificated form will take place through CREST by
means of a CREST payment in favour of the relevant Redeeming
Shareholder's payment bank in respect of the redemption monies due,
in accordance with the CREST payment arrangements. All documents,
instructions and remittances sent by, to or from an Ordinary
Shareholder or its appointed agent will be sent at its own
risk.
Each payment of the redemption amount in respect of any Ordinary
Shares held in certificated form will be made by cheque made
payable to the relevant Redeeming Shareholder(s) and shall be sent
to the address specified by that Redeeming Shareholder, or in the
case of joint holders, to the joint holder first named in the
register of members (or, if none is specified, to the address of
the Redeeming Shareholder as entered in the register of members in
respect of such Ordinary Shares). Due payment of the cheques or
warrants shall be in satisfaction of the redemption amount
represented thereby. Every such cheque or warrant which is sent
through the post shall be sent by first class post at the risk of
the relevant Redeeming Shareholder(s).
8. NON-UNITED KINGDOM SHAREHOLDERS
The distribution of this document in certain jurisdictions may
be restricted by law. Persons into whose possession this document
comes should inform themselves about and observe any such
restrictions. Shareholders who are not resident in the United
Kingdom should note that they should satisfy themselves that they
have fully observed any applicable legal requirements under the
laws of their relevant jurisdiction in relation to the matters
referred to in this document.
9. RECOMMATION
The Directors consider the Extension and the Resolution to be in
the best interests of the Company and Shareholders taken as a whole
and unanimously recommend that Shareholders vote in favour of the
Resolution.
Yours faithfully
Andrew Rear
Executive Chairman
PART II
CONSEQUENCES OF APPROVING THE RESOLUTION
Ordinary Shareholders may suffer a dilutive effect in the event
of exercise of redemption rights in connection with the Resolution
and redemption of Ordinary Shares may adversely affect the
liquidity and price of the Ordinary Shares
If the Resolution is approved and some of the Ordinary
Shareholders exercise their rights of redemption in respect of
their Ordinary Shares, the Company shall be required to distribute
a proportion of the funds standing to the credit of the Escrow
Account to Ordinary Shareholders and to redeem the relevant
Ordinary Shares for which redemptions have been validly tendered.
This will result in the number of Ordinary Shares in issue being
reduced, while the number of Sponsor Shares, Warrants and Sponsor
Warrants will remain unchanged.
Upon completion of a Business Combination, the remaining holders
of the Ordinary Shares may therefore face increased dilution to
their interests (as a result of more Warrants and Sponsor Warrants
remaining outstanding, relative to the number of Ordinary Shares
then in issue, and the conversion of Sponsor Shares at the
conversion ratio in accordance with their terms).
Furthermore, if some of the Ordinary Shareholders exercise their
rights of redemption in respect of their Ordinary Shares, the
number of Ordinary Shares in issue and held in public hands, will
be reduced and this may, among other things, adversely affect the
potential trading market for the Ordinary Shares. As such, Ordinary
Shareholders who do not redeem their Ordinary Shares in connection
with the approval of the Resolution should not expect that they
will necessarily be able to realise their investment in Ordinary
Shares or Warrants within a period that they would regard as
reasonable.
The exercise of redemption rights in connection with the
approval of the Resolution may mean that the Company no longer
satisfies the free float requirement under the Listing Rules
Pursuant to Listing Rule 5.2.1R, the FCA may cancel the listing
of securities if it is satisfied that there are special
circumstances that preclude normal regular dealings in them.
Examples of circumstances where the FCA may cancel the listing of
securities where it appears to the FCA that the issuer no longer
satisfies its continuing obligations for listing including, under
Listing Rule 5.2.2G(2), where the percentage of shares in public
hands falls below 10 per cent (the FCA may however allow a
reasonable time to restore the percentage, unless this is precluded
by the need to maintain the smooth operation of the market or to
protect investors).
If the Resolution is approved and the number of Ordinary
Shareholders who exercise their rights of redemption in respect of
their Ordinary Shares is such that the number of Ordinary Shares in
issue and held in public hands will be reduced following settlement
of redemptions such that: (i) the percentage of Ordinary Shares in
public hands falls below 10 per cent (meaning the Company would no
longer comply with Listing Rule 14.2.2R); or (ii) the number of
Ordinary Shares will not facilitate the smooth operation of the
market, then, in each case, although the FCA may permit the Company
a reasonable time to restore the percentage of shares held in
public hands, the FCA may cancel the listing of the Ordinary
Shares.
The redemption of Ordinary Shares in connection with the
approval of the Resolution will result in a diminution of funds in
the Escrow Account available for use in connection with a Business
Combination and the Company may need to raise additional third
party financing which could dilute remaining Ordinary
Shareholders
In the event that there is a significant exercise of redemption
rights in connection with the approval of the Resolution, the
Company will suffer a reduction in the funds available in the
Escrow Account to fund a Business Combination (for which some or
all of the consideration is to be financed in cash) or to develop
the assets and operations of any target company or business
following completion of a Business Combination. Furthermore, the
Company may need to raise additional finance at the time of any
Business Combination to pay any cash consideration if required, and
to satisfy any minimum cash conditions under the transaction
agreement(s), or to otherwise meet its financing requirements in
connection with a Business Combination.
If the Company has insufficient funds available, the Company may
be required to seek additional financing by issuing new equity or
debt securities or securing debt financing. The Company may not
receive sufficient support from its existing Shareholders or new
investors to raise additional equity, and lenders may be unwilling
to extend debt financing to the Company on attractive terms, or at
all.
In addition, raising additional third party financing may
involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. It is likely that the Company will
decide that there is a need to raise to additional third party
financing through the issue of a substantial number of additional
Ordinary Shares to complete a Business Combination, either as
consideration or via a private investment in public entity, or PIPE
transaction. The issuance of additional Ordinary Shares: may
significantly dilute the equity interest of remaining Ordinary
Shareholders; or could cause a change in control if a substantial
number of Ordinary Shares are issued, which could, amongst other
things, result in the resignation or removal of the Company's
present Directors; and may adversely affect prevailing market
prices for the Ordinary Shares and Warrants. These considerations
may limit the Company's ability to complete a Business Combination
or optimise the Company's capital structure.
If the funds available to the Company outside of the Escrow
Account are insufficient to allow the Company to operate until the
Business Combination Deadline, the Company may be unable to
complete a Business Combination and Shareholders may receive less
than the Redemption Amount
The funds available to the Company outside of the Escrow Account
may not be sufficient to allow the Company to operate until the
revised Business Combination Deadline of 31 December 2023, assuming
that a Business Combination is not completed prior to such date.
The Company has incurred and expects to incur further significant
expenses in connection with a Business Combination. If the Company
requires additional financing and is unable to obtain it, such
events may negatively impact the analysis regarding the Company's
ability to continue as a going concern.
Of the funds available to the Company, the Company could use a
portion of the funds available to it to pay fees to third parties.
The Company might not have sufficient funds to continue searching
for, or conduct due diligence with respect to, a target business.
Accordingly, due to the Company's obligations under Cayman Islands
law to provide for claims of creditors on a winding up, if the
Company is unable to complete a Business Combination by the revised
Business Combination Deadline, Ordinary Shareholders may receive
less than the Redemption Amount and the Warrants will expire
worthless.
There is no certainty that the Company will be able to complete
a Business Combination by the Business Combination Deadline, as a
result of which it would cease all operations except for the
purposes of winding up, redeem the Ordinary Shares and as promptly
as reasonably possible following such redemption, liquidate and
dissolve, which could result in a loss of part of Ordinary
Shareholders' investment and any outstanding Warrants will expire
worthless
There is no certainty that the Company will be able to complete
a Business Combination by the revised Business Combination Deadline
of 31 December 2023. The Company's ability to complete a Business
Combination may be negatively impacted including, among other
things, by general market conditions and volatility in the capital
and debt markets, including as a result of geopolitical
developments, macroeconomic and market conditions, interest rates,
valuations or competition. Such market conditions could limit the
Company's ability to complete a Business Combination, including as
a result of increased market volatility, decreased market liquidity
and third-party financing being unavailable on terms acceptable to
the Company or at all. Furthermore, if the Company fails to
complete a Business Combination its ability to complete any
alternative Business Combination may be negatively impacted.
If the Company has not completed a Business Combination by the
Business Combination Deadline, it will: (1) cease all operations
except for the purposes of winding up; (2) as promptly as
reasonably possible but not more than ten (10) business days
thereafter, redeem the Ordinary Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in
the Escrow Account, divided by the number of then issued and
outstanding Ordinary Shares (not held in treasury), which
redemption will completely extinguish Ordinary Shareholders' rights
as Members (including the right to receive further liquidating
distributions, if any); and (3) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining
Shareholders and the Directors, liquidate and dissolve, subject in
each case to the Company's obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other
applicable law.
In such case, upon a liquidation and dissolution of the Company,
Ordinary Shareholders could receive less than the Redemption Amount
and the Warrants will expire worthless.
Even if the Extension is approved a Business Combination may not
be agreed or complete, and Shareholders may receive less than the
Redemption Amount
There can be no guarantee that terms for a Business Combination
will be agreed even if the Extension is approved. If terms are
agreed, a Business Combination would be subject to, amongst other
things, the approval of such Business Combination by Ordinary
Shareholders (excluding any votes cast by Excluded Persons), and
the conditions to a Business Combination may not be satisfied. If a
Business Combination does not complete, including for reasons
beyond the Company's control, such as the result of Shareholders
voting against a Business Combination, the costs incurred up to
that point for a Business Combination would likely not be
recoverable. Any such event that prevents the consummation of a
Business Combination would result in a loss to the Company of the
related costs incurred. The Sponsor Entities are under no
obligation to finance further costs and may choose not to commit
any further capital. As a result, the Company may not have the
capital available to it outside of the Escrow Account to cover any
costs to pursue a Business Combination.
If the Company is unable to complete a Business Combination by
the revised Business Combination Deadline of 31 December 2023, it
will have to commence the process of winding itself up. Under
Cayman Islands law, on a winding up of the Company creditors of the
Company are paid in priority to Ordinary Shareholders and
accordingly in such circumstances Ordinary Shareholders would
receive less than the Redemption Amount and the Warrants will
expire worthless.
In addition, the failure of a Business Combination could be time
consuming and as a result reduce the period of time which the
Company has to complete any alternative Business Combination as it
approaches the revised Business Combination Deadline. As a result,
the failure of a Business Combination could materially adversely
affect the Company's prospects of successfully completing any
alternative Business Combination.
PART III
SUMMARY OF THE AMMENTS TO THE ARTICLES OF ASSOCIATION
The Resolution proposes to amend the Articles of Association in
the following manner:
To Amend the Definition of the "Business Combination
Deadline"
To extend the Business Combination Deadline from 13 July 2023 to
31 December 2023, Article 1.1 would be amended by deleting the
words in red font and inserting the words in blue underline font as
follows:
"Business Combination Deadline" means the date falling 15 months
from Admission 31 December 2023 subject to any Extension Period, or
such later date as is approved by Ordinary Resolution in compliance
with the Listing Rules;
To Amend the Definition of "Business Combination" and Delete
Article 71.2
To permit the Company to engage a wider range of entities for
the purposes of identifying a target company with nominal
operations for the purposes of pursuing the Proposed
Transaction:
Article 1.1 of the Articles of Association would be amended by
deleting the words in red font as follows:
"Business Combination" means an initial merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with a business or entity, which Business
Combination must not be effectuated solely with another blank
cheque company or a similar company with nominal operations;
Article 71.2 of the Articles of Association would be deleted in
its entirety as follows:
71.2 A Business Combination must not be effectuated with another
blank cheque company or a similar company.
To Amend the Definition of the "Extension Period"
For purposes of consistency to remove a term that was previously
not defined, Article 1.1 of the Articles of Association would be
amended by deleting the words in red font as follows:
"Extension Period" means a three month extension period that the
Company has to consummate the Business Combination beyond the
Initial Business Combination Deadline, as determined by the Board
in its sole discretion on up to two separate occasions;
To Amend Article 69.3
To enable the Company to comply with its obligations under
Cayman Islands law to provide for claims of creditors and other
requirements of applicable law in a liquidation and dissolution
following the redemption procedure provided for in this document,
Article 69.3 of the Articles of Association would be amended by the
insertion of the words in blue font as follows:
69.3 In the event that any amendment is made to the Articles:
(a) that would be contrary to the constitutional requirements
for special purpose acquisition companies as such are provided for
in Listing Rule 5.6.18A (unless such is permitted pursuant to a
derogation by the Financial Conduct Authority);
(b) to modify the substance or timing of the Company's
obligation to allow redemption in connection with a Business
Combination or redeem 100 per cent of the Class A Shares if the
Company does not consummate a Business Combination by the Business
Combination Deadline; or
(c) with respect to any other provision relating to Members'
rights or pre-Business Combination activity,
each holder of Class A Shares shall be provided with the
opportunity to redeem their Class A Shares upon the approval or
effectiveness of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the
Escrow Account, including interest and not previously released to
the Company to pay its taxes, divided by the number of then
outstanding Class A Shares, subject in each case to its obligations
under Cayman Islands law to provide for claims of creditors and
other requirements of Applicable Law to enable the Company to
comply with its obligations on a dissolution and liquidation under
Article 70.1 .
PART IV
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Act" the Companies Act (As Revised) of
the Cayman Islands;
"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;
"City Code" the City Code on Takeovers and Mergers;
"Company" ..................................... Financials Acquisition Corp, a Cayman
Islands exempted company;
"Cornerstone Investors" Empyrean Capital Overseas Master
Fund, Ltd (and its affiliates) and
Toscafund Asset Management LLP (on
behalf of funds managed by it);
"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;
"CREST Regulations" .................... The Uncertificated Securities Regulations
2001 (SI 2001 No.3755);
"CREST Voting Instruction" a message by or on behalf of Depositary
Interest holders in connection with
the General Meeting transmitted
through CREST properly authenticated
in accordance with Euroclear's specifications
and containing the information required
for such instructions in the CREST
Manual depositary interests representing
Ordinary Shares;
"Depositary" Computershare Investor Services
PLC or any other depositary appointed
by the Company from time to time;
"Depositary Interests" the dematerialised depositary interests
in respect of the Ordinary Shares
and Warrants issued or to be issued
by the Depositary;
"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 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;
"Escrow Agent" .............................. HSBC Bank plc;
"Euroclear" ..................................... Euroclear UK & International Limited;
"Excluded Persons" means the Sponsor Shareholders,
any founding shareholder of the
Company, the Cornerstone Investors
and such other persons as are precluded
from being a "public shareholder"
as such term is defined in the Listing
Rule 5.6.18B(2);
"Extension" ..................................... the proposed extension of the Business
Combination Deadline from 13 July
2023 to 31 December 2023;
"FCA" ............................................. the UK Financial Conduct Authority;
"Form of Instruction" the form of instruction for use
by Depositary Interest holders in
connection with the General Meeting;
"Form of Proxy" ............................. the form of proxy accompanying this
document in respect of the General
Meeting;
"FSMA" ........................................... the UK Financial Services and Markets
Act 2000, as amended;
"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;
"Redeeming Shareholder" each Ordinary Shareholder who elects
.............. to redeem its Ordinary Shares in
accordance with the procedure set
out in this document;
"Redemption Amount" .................... an amount per Ordinary Share set
out on page 15 under the heading
"Redemption Amount";
"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;
"Registrar" ..................................... Computershare Investor Services
(Cayman) Limited;
"Resolution" .................................... the Special Resolution to be proposed
at the General Meeting;
"Shares" .......................................... the shares in the Company outstanding
from time to time and including
the Ordinary Shares and the Sponsor
Shares;
"Special Resolution" ....................... a resolution of the Company passed
by a majority of at least two-thirds
of such Members as, being entitled
to do so, vote in person or by proxy
at a general meeting of which notice
specifying the intention to propose
a resolution as a special resolution
has been duly given (and for the
avoidance of doubt, unanimity qualifies
as a majority), or a written resolution
passed by unanimous consent of all
Members entitled to vote;
"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 Shareholders" holders of Sponsor Shares;
"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.
NOTICE OF EXTRAORDINARY GENERAL MEETING
FINANCIALS ACQUISITION CORP
(an exempted company limited by shares incorporated under Cayman
Islands with company number 380273)
Registered Office:
c/o Conyers Trust Company (Cayman) Limited
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands
https://www.finsac.co.uk
NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING of
Financials Acquisition Corp (the "Company") 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, to consider and, if thought fit, to pass the
following resolution (the "Resolution") as a Special
Resolution.
For the purposes of this notice of extraordinary general
meeting, capitalised terms used but not defined herein shall
(unless the context otherwise requires) have the meaning ascribed
to them in the document dated 23 June 2023, of which this notice
convening the General Meeting forms part.
Special business
Amendment of Articles of Association
To consider and, if thought fit, to pass the following
resolution which will be proposed as a Special Resolution of
Shareholders:
THAT the Second Amended and Restated Memorandum and Articles of
Association of the Company attached hereto be and are hereby
approved and adopted as the new Memorandum and Articles of
Association of the Company in place of the existing Amended and
Restated Memorandum and Articles of Association of the Company.
By Order of the Board
_________________
Director
23 June 2023
Notes
1. Shareholders are entitled to appoint a proxy to exercise all
or any of their rights to attend and to speak and vote on their
behalf at the General Meeting. A shareholder may appoint more than
one proxy in relation to the General Meeting provided that each
proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. A Form of Proxy which may
be used to make such appointment and give proxy instructions
accompanies this notice.
2. To be valid an instrument appointing a proxy must be received
by the Registrar in the Form of Proxy provided either by post at
Computershare Investor Services (Cayman) Limited, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY or at the following electronic
address #UKCSBRS.ExternalProxyQueries@computershare.co.uk. The
instrument of proxy shall be signed by the appointor or by the
appointor's attorney duly authorised in writing, or if the
appointor is a corporation, either under its seal or signed by a
duly authorised officer or attorney.
3. As at 23 June 2023, the Company's issued share capital
consists of 15,450,000 Ordinary Shares and 3,862,500 Sponsor Shares
with voting rights, each carrying one vote on the Resolution.
Therefore, the total voting rights in the Company as at the date of
this document are 19,312,500.
4. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST Personal
Members or other CREST sponsored members, and those CREST members
who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
5. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear's specifications, and must contain the
information required for such instruction, as described in the
CREST Manual (available via www.euroclear.com). The message,
regardless of whether it constitutes the appointment of a proxy or
is an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID RA10) by the latest time(s) for
the receipt of proxy appointments specified in paragraph 1. For
this purpose, the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message by the CREST
Application Host) from which the issuer's agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means.
6. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or
has appointed a voting service provider, to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting
system providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST
system and timings.
7. The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
8. Unless otherwise indicated on the Form of Proxy, CREST or any
other electronic voting instruction, the proxy will vote as they
think fit or, at their discretion withhold from voting.
9. Any corporation which is a Shareholder can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a Shareholder.
10. Any Shareholder attending the General Meeting has the right
to ask questions. The Company must cause to be answered any such
question relating to the business being dealt with at the General
Meeting but no such answer need be given if (a) to do so would
interfere unduly with the preparation for the General Meeting or
involve the disclosure of confidential information, (b) the answer
has already been given on a website in the form of an answer to a
question, or (c) it is undesirable in the interests of the Company
or the good order of the General Meeting that the question be
answered.
11. A copy of this notice can be found on the Company's website at https://www.finsac.co.uk.
12. Shareholders who wish to attend and/or vote at the meeting
remotely by means of electronic conferencing should notify
Computershare Investor Services (Cayman) Limited, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY in writing or via email
!UKALLDITeam2@computershare.co.uk .
ANNEX
SECOND AMED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION
-
Second Amended and Restated Memorandum of Association of
Financials Acquisition Corp
(adopted by special resolution dated ____________ 2023)
Grand Cayman
Cayman Islands
conyers.com
THE COMPANIES ACT (2022 REVISION)
EXEMPTED COMPANY LIMITED BY SHARES
SECOND AMED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
FINANCIALS ACQUISITION CORP
(adopted by special resolution dated __________ 2023)
1. The name of the Company is Financials Acquisition Corp.
2. The registered office of the Company shall be at the offices
of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins
Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
3. Subject to the following provisions of this Memorandum, the
objects for which the Company is established are unrestricted.
4. Subject to the following provisions of this Memorandum, the
Company shall have and be capable of exercising all the functions
of a natural person of full capacity irrespective of any question
of corporate benefit, as provided by Section 27(2) of the Companies
Act.
5. Nothing in this Memorandum shall permit the Company to carry
on a business for which a licence is required under the laws of the
Cayman Islands unless duly licensed.
6. The Company shall not trade in the Cayman Islands with any
person, firm or corporation except in furtherance of the business
of the Company carried on outside the Cayman Islands; provided that
nothing in this clause shall be construed as to prevent the Company
effecting and concluding contracts in the Cayman Islands, and
exercising in the Cayman Islands all of its powers necessary for
the carrying on of its business outside the Cayman Islands.
7. The liability of each member is limited to the amount from
time to time unpaid on such member's shares.
8. The share capital of the Company is GBP55,000 divided into
500,000,000 Class A ordinary shares par value of GBP0.0001 each and
50,000,000 Class B ordinary shares par value of GBP0.0001 each.
9. The Company may exercise the power contained in the Companies
Act to deregister in the Cayman Islands and be registered by way of
continuation in another jurisdiction.
-
Second Amended and Restated Articles of Association of
Financials Acquisition Corp
(adopted by special resolution dated ____________ 2023)
Grand Cayman
Cayman Islands
conyers.com
TABLE OF CONTENTS
interpretation
1. Definitions
SHARES
2. Power to Issue Shares
3. Redemption, Purchase, Surrender and Treasury Shares
4. Rights Attaching to Shares
5. Calls on Shares
6. Joint and Several Liability to Pay Calls
7. Forfeiture of Shares
8. Class B Share Conversion
9. Share Certificates
10. Fractional Shares
REGISTRATION OF SHARES
11. Register of Members
12. Registered Holder Absolute Owner
13. Transfer of Registered Shares
14. Transmission of Registered Shares
15. Listed Shares
ALTERATION OF SHARE CAPITAL
16. Power to Alter Capital
17. Variation of Rights Attaching to Shares
DIVIDS AND CAPITALISATION
18. Dividends
19. Power to Set Aside Profits
20. Method of Payment
21. Capitalisation
22. Uncollected Dividends
MEETINGS OF MEMBERS
23. Annual General Meetings
24. Extraordinary General Meetings
25. Requisitioned General Meetings
26. Notice
27. Giving Notice and Access
28. Postponement of General Meeting
29. Electronic Participation in Meetings
30. Quorum at General Meetings
31. Chairman to Preside
32. Voting on Resolutions
33. Power to Demand a Vote on a Poll
34. Voting by Joint Holders of Shares
35. Instrument of Proxy
36. Representation of Corporate Member
37. Adjournment of General Meeting
38. Written Resolutions
39. Directors and other persons Attendance at General Meetings
DIRECTORS AND OFFICERS
40. Election of Directors
41. Number of Directors
42. Term of Office of Directors
43. Alternate Directors
44. Removal of Directors
45. Vacancy in the Office of Director
46. Remuneration of Directors
47. Defect in Appointment
48. Directors to Manage Business
49. Powers of the Board of Directors
50. Register of Directors and Officers
51. Officers
52. Appointment of Officers
53. Duties of Officers
54. Remuneration of Officers
55. Conflicts of Interest
56. Indemnification and Exculpation of Directors and Officers
MEETINGS OF THE BOARD OF DIRECTORS
57. Board Meetings
58. Notice of Board Meetings
59. Electronic Participation in Meetings
60. Representation of Director
61. Quorum at Board Meetings
62. Board to Continue in the Event of Vacancy
63. Chairman to Preside
64. Written Resolutions
65. Validity of Prior Acts of the Board
Business Combination
66. General
67. Board approval
68. Shareholder Approval
69. Redemption Rights
70. Failure to complete a Business Combination
71. Other
CORPORATE RECORDS
72. Minutes
73. Register of Mortgages and Charges
74. Form and Use of Seal
ACCOUNTS
75. Books of Account
76. Financial Year End
77. Certain Tax Filings
AUDITS
78. Audit
79. Appointment of Auditors
80. Remuneration of Auditors
81. Duties of Auditor
82. Access to Records
VOLUNTARY WINDING-UP AND DISSOLUTION
83. Winding-Up
CHANGES TO CONSTITUTION
84. Changes to Articles
85. Changes to the Memorandum of Association
86. Discontinuance
SECOND AMED AND RESTATED ARTICLES OF ASSOCIATION
OF
Financials Acquisition Corp
(adopted by special resolution dated ____ 2023)
Table A
The regulations in Table A in the First Schedule to the Act (as
defined below) do not apply to the Company.
interpretation
1. Definitions
1.1. In these Articles, the following words and expressions
shall, where not inconsistent with the context, have the following
meanings, respectively:
Act the Companies Act (As Revised) of the Cayman
Islands;
Admission means the admission of the Class A Shares
to the standard segment of the official
list (as maintained by the Financial Conduct
Authority) and to trading on the main market
for listed securities of the London Stock
Exchange;
Affiliate in respect of a person, means any other
person that, directly or indirectly, through
one or more intermediaries, controls, is
controlled by, or is under common control
with, such person, and (a) in the case of
a natural person, shall include, without
limitation, such person's spouse, parents,
children, siblings, mother-in-law and father-in-law
and brothers and sisters-in-law, whether
by blood, marriage or adoption or anyone
residing in such person's home, a trust
for the benefit of any of the foregoing,
a company, partnership or any natural person
or entity wholly or jointly owned by any
of the foregoing and (b) in the case of
an entity, shall include a partnership,
a corporation or any natural person or entity
which directly, or indirectly through one
or more intermediaries, controls, is controlled
by, or is under common control with, such
entity and "Affiliated" shall be construed
accordingly;
Alternate Director an alternate director appointed in accordance
with these Articles;
Applicable Law means, with respect to any person, all provisions
of laws, statutes, ordinances, rules, regulations,
permits, certificates, judgments, decisions,
decrees or orders of any governmental authority
applicable to such person;
Articles these Articles of Association as altered
from time to time;
Auditor the person or firm for the time being appointed
as Auditor of the Company and shall include
an individual or partnership;
Board the board of directors (including, for the
avoidance of doubt, a sole director) appointed
or elected pursuant to these Articles and
acting at a meeting of directors at which
there is a quorum or by written resolution
in accordance with these Articles;
Business Combination means an initial merger, share exchange,
asset acquisition, share purchase, reorganisation
or similar business combination with a business
or entity;
Business Combination means 31 December 2023, subject to any Extension
Deadline Period, or such later date as is approved
by Ordinary Resolution in compliance with
the Listing Rules;
Business Combination has the meaning ascribed to it in Article
EGM 68.1;
Class A Share means a Class A ordinary share of a par
value of GBP0.0001 in the share capital
of the Company;
Class B Share means a Class B ordinary share of a par
value of GBP0.0001 in the share capital
of the Company;
Company the company for which these Articles are
approved and confirmed;
Director a director, including a sole director, for
the time being of the Company and shall
include an Alternate Director;
Equity-linked Securities means any debt or equity securities that
are convertible, exercisable or exchangeable
for Class A Shares issued in a financing
transaction in connection with a Business
Combination, including but not limited to
a private placement of equity or debt;
Escrow Account means the escrow account established by
the Company upon the consummation of its
IPO and into which a certain amount of the
net proceeds of the IPO, together with a
certain amount of the proceeds of a private
placement of warrants simultaneously with
the closing date of the IPO, will be deposited;
Extension Period means a three month extension period that
the Company has to consummate the Business
Combination beyond the Business Combination
Deadline, as determined by the Board in
its sole discretion on up to two separate
occasions;
IPO means the Company's initial public offering
of securities;
London Stock Exchange means London Stock Exchange plc;
Listing Rules means the UK Listing Rules as published
in the UK Financial Conduct Authority Handbook
from time to time;
Member the person registered in the Register of
Members 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;
month calendar month;
notice written notice as further provided in these
Articles unless otherwise specifically stated;
Officer any person appointed by the Board to hold
an office in the Company;
Ordinary Resolution a resolution passed at a general meeting
(or, if so specified, a meeting of Members
holding a class of shares) of the Company
by a simple majority of the votes cast,
or a written resolution passed by the unanimous
consent of all Members entitled to vote;
paid-up paid-up or credited as paid-up;
Prospectus the Company's prospectus, including all
amendments, supplements and exhibits thereto,
published, in connection with the IPO;
Redemption Notice means a notice in a form approved by the
Company by which a holder of Class A Shares
is entitled to require the Company to redeem
its Class A Shares, subject to any conditions
contained therein;
Register of Directors the register of directors and officers referred
and Officers to in these Articles;
Register of Members the register of members maintained by the
Company in accordance with the Act;
Relevant Amount means, for each Class A Share, an amount
payable in cash equal to the aggregate amount
then on deposit in the Escrow Account divided
by the aggregate number of then issued and
outstanding Class A Shares;
Seal the common seal or any official or duplicate
seal of the Company;
Secretary the person appointed to perform any or all
of the duties of secretary of the Company
and includes any deputy or assistant secretary
and any person appointed by the Board to
perform any of the duties of the Secretary;
share includes a fraction of a share;
Special Resolution (i) a resolution passed by a majority of
at least two-thirds of such members as,
being entitled to do so, vote in person
or by proxy at a general meeting of which
notice specifying the intention to propose
a resolution as a special resolution has
been duly given (and for the avoidance of
doubt, unanimity qualifies as a majority);
or
(ii) a written resolution passed by unanimous
consent of all Members entitled to vote;
Sponsor Entity means 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;
Target has the meaning given in Article 67.1(a);
Trading Day means a day on which the main market of
the London Stock Exchange (or such other
applicable securities exchange or quotation
system on which the Class A Shares 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);
written resolution a resolution passed in accordance with Article
38 (in the case of a written resolution
of Members) or 64 (in the case of a written
resolution of the Directors); and
year calendar year.
In these Articles, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or
bodies of persons whether corporate or not;
(d) the words:-
(i) "may" shall be construed as permissive; and
(ii) "shall" shall be construed as imperative;
(e) a reference to statutory provision shall be deemed to
include any amendment or re-enactment thereof;
(f) the word "corporation" means corporation whether or not a
company within the meaning of the Act; and
(g) unless otherwise provided herein, words or expressions
defined in the Act shall bear the same meaning in these
Articles.
1.2. In these Articles expressions referring to writing or its
cognates shall, unless the contrary intention appears, include
facsimile, printing, lithography, photography, electronic mail and
other modes of representing words in visible form.
1.3. Headings used in these Articles are for convenience only
and are not to be used or relied upon in the construction
hereof.
1.4. Any reference to "class" or "Class" in relation to shares
in these Articles shall, where the Company has issued shares in
sub-classes, shall include such sub-classes of shares (as
applicable).
SHARES
2. Power to Issue Shares
2.1. Subject to these Articles and to any resolution of the
Members to the contrary, and without prejudice to any special
rights previously conferred on the holders of any existing shares
or class of shares, the Board shall have the power to issue any
unissued shares on such terms and conditions as it may determine
and any shares or class of shares or sub-class of shares (including
the issue or grant of options, warrants and other rights,
renounceable or otherwise in respect of shares) may be issued with
such preferred, deferred, conversion or other special rights or
such restrictions, whether in regard to dividend, voting, return of
capital, or otherwise, provided that no share shall be issued at a
discount except in accordance with the Act save that the Directors
shall not issue, grant options, warrants and other rights in
respect of shares (including fractions of a share) to the extent
that it may affect the ability of the Company to carry out a
conversion of the Class B Shares as such is provided for in Article
8. On the issue of any shares of any class, the Board may, in its
discretion, divide such class into sub-classes.
2.2. Following Admission and after the issue of Class A Shares
pursuant to the IPO and prior to the closing of a Business
Combination, the Company may not issue: (a) additional Class A
Shares; or (b) Equity-linked Securities that would entitle the
holders thereof to: (i) receive funds from the Escrow Account; or
(ii) vote as a class with the then existing holders of Class A
Shares on any Business Combination.
3. Redemption, Purchase, Surrender and Treasury Shares
3.1. Subject to the provisions of the Act, and, where
applicable, the Listing Rules, the Company may issue shares that
are to be redeemed or are liable to be redeemed at the option of
the Member or the Company and may make payments in respect of such
redemption in accordance with the Act. The redemption of such
shares shall be effected in such manner and upon such other terms
as the Company may, by Special Resolution, determine before the
issue of the shares or as otherwise contemplated by these
Articles.
3.2. The Company is authorised to purchase any share in the
Company (including a redeemable share) by agreement with the holder
and may make payments in respect of such purchase in accordance
with the Act.
3.3. The Company authorises the Board to determine the manner or
any of the terms of any redemption or purchase.
3.4. A delay in payment of the redemption price shall not affect
the redemption but, in the case of a delay of more than thirty
days, interest shall be paid for the period from the due date until
actual payment at a rate which the Board, after due enquiry,
estimates to be representative of the rates being offered by Class
A banks in the Cayman Islands for thirty day deposits in the same
currency.
3.5. The Company authorises the Board pursuant to section 37(5)
of the Act to make a payment in respect of the redemption or
purchase of its own shares otherwise than out of its profits, share
premium account, or the proceeds of a fresh issue of shares.
3.6. No share may be redeemed or purchased unless it is fully paid-up.
3.7. The Company may accept the surrender for no consideration
of any fully paid share (including a redeemable share) unless, as a
result of the surrender, there would no longer be any issued shares
of the company other than shares held as treasury shares.
3.8. The Company is authorised to hold treasury shares in accordance with the Act.
3.9. The Board may designate as treasury shares any of its
shares that it purchases or redeems, or any shares surrendered to
it, in accordance with the Act.
3.10. Shares held by the Company as treasury shares shall
continue to be classified as treasury shares until such shares are
either cancelled or transferred in accordance with the Act.
4. Rights Attaching to Shares
4.1. Subject to Article 2, the Memorandum of Association and any
resolution of the Members to the contrary and without prejudice to
any special rights conferred thereby on the holders of any other
shares or class of shares, the share capital of the Company shall
be divided into Class A Shares and Class B Shares.
4.2. The holders of the Class A Shares shall, subject to these Articles,:
(a) be entitled to attend any meeting of Members;
(b) be entitled to one vote per share, except any votes taken in
relation to the appointment or removal of Directors prior to the
closing of a Business Combination in which case the holders shall
not be entitled to any vote;
(c) be entitled to such dividends as the Board may from time to time declare;
(d) in the event of a winding-up or dissolution of the Company,
whether voluntary or involuntary or for the purpose of a
reorganisation or otherwise or upon any distribution of capital, be
entitled to the surplus assets of the Company; and
(e) generally be entitled to enjoy all of the rights attaching to shares.
4.3. The holders of the Class B Shares shall, subject to these Articles:
(a) be entitled to attend any meeting of Members;
(b) be entitled to one vote per share, except any votes taken in
relation to the approval of a Business Combination at the Business
Combination EGM in which case the holders shall not be entitled to
any vote;
(c) prior to a Business Combination, be entitled to vote on the
appointment or removal of Directors;
(d) have the right to, and are subject to, conversion in accordance with Article 8;
(e) be entitled to such dividends as the Board may from time to time declare;
(f) in the event of a winding-up or dissolution of the Company,
whether voluntary or involuntary or for the purpose of a
reorganisation or otherwise or upon any distribution of capital, be
entitled to the surplus assets of the Company; and
(g) generally be entitled to enjoy all of the rights attaching to shares.
5. Calls on Shares
5.1. The Board may make such calls as it thinks fit upon the
Members in respect of any monies (whether in respect of nominal
value or premium) unpaid on the shares allotted to or held by such
Members and, if a call is not paid on or before the day appointed
for payment thereof, the Member may at the discretion of the Board
be liable to pay the Company interest on the amount of such call at
such rate as the Board may determine, from the date when such call
was payable up to the actual date of payment. The Board may
differentiate between the holders as to the amount of calls to be
paid and the times of payment of such calls.
5.2. The Company may accept from any Member the whole or a part
of the amount remaining unpaid on any shares held by him, although
no part of that amount has been called up.
5.3. The terms of any issue of shares may include different
provisions with respect to different Members in the amounts and
times of payments of calls on their shares.
6. Joint and Several Liability to Pay Calls
The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
7. Forfeiture of Shares
7.1. If any Member fails to pay, on the day appointed for
payment thereof, any call in respect of any share allotted to or
held by such Member, the Board may, at any time thereafter during
such time as the call remains unpaid, direct the Secretary to
forward such Member a notice in writing in the form, or as near
thereto as circumstances admit, of the following:
Notice of Liability to Forfeiture for Non-Payment of Call
FINANCIALS ACQUISITION CORP (the "Company")
You have failed to pay the call of [amount of call] made on
[date], in respect of the [number] share(s) [number in figures]
standing in your name in the Register of Members of the Company, on
[date], the day appointed for payment of such call. You are hereby
notified that unless you pay such call together with interest
thereon at the rate of [ ] per annum computed from the said [date]
at the registered office of the Company the share(s) will be liable
to be forfeited.
Dated this [date]
______________________________________
[Signature of Secretary] By Order of the Board
7.2. If the requirements of such notice are not complied with,
any such share may at any time thereafter before the payment of
such call and the interest due in respect thereof be forfeited by a
resolution of the Board to that effect, and such share shall
thereupon become the property of the Company and may be disposed of
as the Board shall determine. Without limiting the generality of
the foregoing, the disposal may take place by sale, repurchase,
redemption or any other method of disposal permitted by and
consistent with these Articles and the Act.
7.3. A Member whose share or shares have been so forfeited
shall, notwithstanding such forfeiture, be liable to pay to the
Company all calls owing on such share or shares at the time of the
forfeiture, together with all interest due thereon and any costs
and expenses incurred by the Company in connection therewith.
7.4. The Board may accept the surrender of any shares which it
is in a position to forfeit on such terms and conditions as may be
agreed. Subject to those terms and conditions, a surrendered share
shall be treated as if it had been forfeited.
8. Class B Share Conversion
8.1. Subject to Article 4, the rights attaching to the Class A
Shares and Class B Shares shall rank pari passu in all respects,
and the Class A Shares and Class B Shares shall vote together as a
single class on all matters (subject to the Article 17 (Variation
of Rights Attaching to Shares)) with the exception that the holder
of a Class B Share shall have the conversion rights referred to in
this Article.
8.2. Class B Shares shall convert into Class A Shares in
accordance with the Promote Schedule (as such is set out, and
defined, in the Prospectus).
8.3. The foregoing conversion ratio shall also be adjusted to
account for any subdivision (by share subdivision, exchange,
capitalisation, rights issue, reclassification, recapitalisation or
otherwise) or combination (by share consolidation, exchange,
reclassification, recapitalisation or otherwise) or similar
reclassification or recapitalisation of the Class A Shares in issue
into a greater or lesser number of shares occurring after the
original filing of the Articles without a proportionate and
corresponding subdivision, combination or similar reclassification
or recapitalisation of the Class B Shares in issue.
8.4. Each Class B Share shall convert into its pro rata number
of Class A Shares pursuant to this Article. The pro rata share for
each holder of Class B Shares will be determined as follows: each
Class B Share shall convert into such number of Class A Shares as
is equal to the product of 1 multiplied by a fraction, the
numerator of which shall be the total number of Class A Shares into
which all of the Class B Shares in issue shall be converted
pursuant to this Article and the denominator of which shall be the
total number of Class B Shares in issue at the time of
conversion.
8.5. References in this Article to "converted", "conversion" or
"exchange" shall mean the compulsory redemption without notice of
Class B Shares of any Member and, on behalf of such Members,
automatic application of such redemption proceeds in paying for
such new Class A Shares into which the Class B Shares have been
converted or exchanged at a price per Class B Share necessary to
give effect to a conversion or exchange calculated on the basis
that the Class A Shares to be issued as part of the conversion or
exchange will be issued at par. The Class A Shares to be issued on
an exchange or conversion shall be registered in the name of such
Member or in such name as the Member may direct.
8.6. Notwithstanding anything to the contrary in this Article,
in no event may any Class B Share convert into Class A Shares at a
ratio that is less than one-for-one.
9. Share Certificates
9.1. Every Member shall be entitled to a certificate under the
common seal (if any) or a facsimile thereof of the Company or
bearing the signature (or a facsimile thereof) of a Director or the
Secretary or a person expressly authorised to sign specifying the
number and, where appropriate, the class of shares held by such
Member and whether the same are fully paid up and, if not,
specifying the amount paid on such shares. The Board may by
resolution determine, either generally or in a particular case,
that any or all signatures on certificates may be printed thereon
or affixed by mechanical means.
9.2. If any share certificate shall be proved to the
satisfaction of the Board to have been worn out, lost, mislaid, or
destroyed the Board may cause a new certificate to be issued and
request an indemnity for the lost certificate if it sees fit.
9.3. Share certificates may not be issued in bearer form.
10. Fractional Shares
The Company may issue its shares in fractional denominations and
deal with such fractions to the same extent as its whole shares and
shares in fractional denominations shall have in proportion to the
respective fractions represented thereby all of the rights of whole
shares including (but without limiting the generality of the
foregoing) the right to vote, to receive dividends and
distributions and to participate in a winding-up.
REGISTRATION OF SHARES
11. Register of Members
11.1. The Board shall cause to be kept in one or more books a
Register of Members which may be kept in or outside the Cayman
Islands at such place as the Board shall appoint and shall enter
therein the following particulars:
(a) the name and address of each Member, the number, and (where
appropriate) the class of shares held by such Member and the amount
paid or agreed to be considered as paid on such shares;
(b) whether the shares held by a Member carry voting rights
under the Articles and, if so, whether such voting rights are
conditional;
(c) the date on which each person was entered in the Register of Members; and
(d) the date on which any person ceased to be a Member.
11.2. The Board may cause to be kept in any country or territory
one or more branch registers of such category or categories of
members as the Board may determine from time to time and any branch
register shall be deemed to be part of the Company's Register of
Members.
11.3. Any register maintained by the Company in respect of
listed shares may be kept by recording the particulars set out in
Article 11.1 in a form otherwise than legible if such recording
otherwise complies with the laws applicable to and the rules and
regulations of the relevant approved stock exchange.
12. Registered Holder Absolute Owner
12.1. The Company shall be entitled to treat the registered
holder of any share as the absolute owner thereof and accordingly
shall not be bound to recognise any equitable claim or other claim
to, or interest in, such share on the part of any other person.
12.2. No person shall be entitled to recognition by the Company
as holding any share upon any trust and the Company shall not be
bound by, or be compelled in any way to recognise, (even when
having notice thereof) any equitable, contingent, future or partial
interest in any share or any other right in respect of any share
except an absolute right to the entirety of the share in the
holder. If, notwithstanding this Article, notice of any trust is at
the holder's request entered in the Register of Members or on a
share certificate in respect of a share, then, except as
aforesaid:
(a) such notice shall be deemed to be solely for the holder's convenience;
(b) the Company shall not be required in any way to recognise
any beneficiary, or the beneficiary, of the trust as having an
interest in the share or shares concerned;
(c) the Company shall not be concerned with the trust in any
way, as to the identity or powers of the trustees, the validity,
purposes or terms of the trust, the question of whether anything
done in relation to the shares may amount to a breach of trust or
otherwise; and
(d) the holder shall keep the Company fully indemnified against
any liability or expense which may be incurred or suffered as a
direct or indirect consequence of the Company entering notice of
the trust in the Register of Members or on a share certificate and
continuing to recognise the holder as having an absolute right to
the entirety of the share or shares concerned.
13. Transfer of Registered Shares
13.1. An instrument of transfer shall be in writing in the form
of the following, or as near thereto as circumstances admit, or in
such other form as the Board may accept:
Transfer of a Share or Shares
FINANCIALS ACQUISITION CORP (the "Company")
FOR VALUE RECEIVED.................... [amount] , I, [name of
transferor] hereby sell, assign and transfer unto [transferee] of
[address] , [number] shares of the Company.
DATED this [date]
Signed by: In the presence of:
____________________________ ____________________________
Transferor Witness
____________________________ ____________________________
Transferee Witness
13.2. Such instrument of transfer shall be signed by (or in the
case of a party that is a corporation, on behalf of) the transferor
and transferee, provided that, in the case of a fully paid share,
the Board may accept the instrument signed by or on behalf of the
transferor alone. The transferor shall be deemed to remain the
holder of such share until the same has been transferred to the
transferee in the Register of Members.
13.3. The Board may refuse to recognise any instrument of
transfer unless it is accompanied by the certificate in respect of
the shares to which it relates and by such other evidence as the
Board may reasonably require showing the right of the transferor to
make the transfer.
13.4. The joint holders of any share may transfer such share to
one or more of such joint holders, and the surviving holder or
holders of any share previously held by them jointly with a
deceased Member may transfer any such share to the executors or
administrators of such deceased Member.
13.5. The Board may in its absolute discretion and without
assigning any reason therefor refuse to register the transfer of a
share. If the Board refuses to register a transfer of any share the
Secretary shall, within three months after the date on which the
transfer was lodged with the Company, send to the transferor and
transferee notice of the refusal.
14. Transmission of Registered Shares
14.1. In the case of the death of a Member, the survivor or
survivors where the deceased Member was a joint holder, and the
legal personal representatives of the deceased Member where the
deceased Member was a sole holder, shall be the only persons
recognised by the Company as having any title to the deceased
Member's interest in the shares. Nothing herein contained shall
release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by such deceased
Member with other persons. Subject to the provisions of Section 39
of the Act, for the purpose of this Article, legal personal
representative means the executor or administrator of a deceased
Member or such other person as the Board may, in its absolute
discretion, decide as being properly authorised to deal with the
shares of a deceased Member.
14.2. Any person becoming entitled to a share in consequence of
the death or bankruptcy of any Member may be registered as a Member
upon such evidence as the Board may deem sufficient or may elect to
nominate some person to be registered as a transferee of such
share, and in such case the person becoming entitled shall execute
in favour of such nominee an instrument of transfer in writing in
the form, or as near thereto as circumstances admit, of the
following:
Transfer by a Person Becoming Entitled on Death/Bankruptcy of a
Member
FINANCIALS ACQUISITION CORP (the "Company")
I/We, having become entitled in consequence of the
[death/bankruptcy] of [name and address of deceased Member] to
[number] share(s) standing in the Register of Members of the
Company in the name of the said [name of deceased/bankrupt Member]
instead of being registered myself/ourselves, elect to have [name
of transferee] (the "Transferee") registered as a transferee of
such share(s) and I/we do hereby accordingly transfer the said
share(s) to the Transferee to hold the same unto the Transferee,
his or her executors, administrators and assigns, subject to the
conditions on which the same were held at the time of the execution
hereof; and the Transferee does hereby agree to take the said
share(s) subject to the same conditions.
DATED this [date]
Signed by: In the presence of:
____________________________ ____________________________
Transferor Witness
____________________________ ____________________________
Transferee Witness
14.3. On the presentation of the foregoing materials to the
Board, accompanied by such evidence as the Board may require to
prove the title of the transferor, the transferee shall be
registered as a Member. Notwithstanding the foregoing, the Board
shall, in any case, have the same right to decline or suspend
registration as it would have had in the case of a transfer of the
share by that Member before such Member's death or bankruptcy, as
the case may be.
14.4. Where two or more persons are registered as joint holders
of a share or shares, then in the event of the death of any joint
holder or holders the remaining joint holder or holders shall be
absolutely entitled to the said share or shares and the Company
shall recognise no claim in respect of the estate of any joint
holder except in the case of the last survivor of such joint
holders.
15. Listed Shares
15.1. Notwithstanding anything to the contrary in these
Articles, shares that are listed or admitted to trading on an
approved stock exchange may be evidenced and transferred in
accordance with the rules and regulations of such exchange.
15.2. Notwithstanding the generality of the foregoing Article
15.1, the Directors shall, subject always to any Applicable Laws
and regulations and the facilities and requirements of any relevant
system concerned and the Articles, have power to implement and/or
approve any arrangement they may think fit in relation to the
evidencing of title to and transfer of interest in shares in the
capital of the Company in the form of depositary interests or
similar interests, instruments or securities. The Board may permit
shares (or interests in shares) to be held in uncertificated form
and to be transferred by means of a relevant system of holding and
transferring shares (or interests in shares) in uncertificated form
in such manner as they may determine from time to time.
ALTERATION OF SHARE CAPITAL
16. Power to Alter Capital
16.1. Subject to the Act, the Company may from time to time by
Ordinary Resolution alter the conditions of its Memorandum of
Association to:
(a) increase its capital by such sum divided into shares of such
amounts as the resolution shall prescribe or, if the Company has
shares without par value, increase its share capital by such number
of shares without nominal or par value, or increase the aggregate
consideration for which its shares may be issued, as it thinks
expedient;
(b) consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares;
(c) convert all or any of its paid-up shares into stock, and
reconvert that stock into paid-up shares of any denomination;
(d) subdivide its shares or any of them into shares of an amount
smaller than that fixed by the Memorandum of Association; or
(e) cancel shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person,
and diminish the amount of its share capital by the amount of the
shares so cancelled or, in the case of shares without par value,
diminish the number of shares into which its capital is
divided.
16.2. For the avoidance of doubt it is declared that paragraph
16.1(b), (c) and (d) do not apply if at any time the shares of the
Company have no par value.
16.3. Subject to the Act, the Company may from time to time by
Special Resolution reduce its share capital.
17. Variation of Rights Attaching to Shares
If, at any time, the share capital is divided into different
classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that
class) may, whether or not the Company is being wound-up, be varied
with the consent in writing of the holders of three-fourths of the
issued shares of that class or with the sanction of a resolution
passed by a majority of the votes cast at a separate general
meeting of the holders of the shares of the class at which meeting
the necessary quorum shall be two persons at least holding or
representing by proxy one-third of the issued shares of the class.
The rights conferred upon the holders of the shares of any class or
series issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of
that class or series, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.
DIVIDS AND CAPITALISATION
18. Dividends
18.1. The Board may, subject to these Articles and in accordance
with the Act, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend
may be paid in cash or wholly or partly by the distribution of
specific assets (which may consist of the shares or securities of
any other company).
18.2. Where the Board determines that a dividend shall be paid
wholly or partly by the distribution of specific assets, the Board
may settle all questions concerning such distribution. Without
limiting the generality of the foregoing, the Board may fix the
value of such specific assets and vest any such specific assets in
trustees on such terms as the Board thinks fit.
18.3. Dividends may be declared and paid out of profits of the
Company, realised or unrealised, or from any reserve set aside from
profits which the Board determines is no longer needed, or not in
the same amount. Dividends may also be declared and paid out of
share premium account or any other fund or account which can be
authorised for this purpose in accordance with the Act.
18.4. No unpaid dividend shall bear interest as against the Company.
18.5. The Company may pay dividends in proportion to the amount
paid up on each share where a larger amount is paid up on some
shares than on others.
18.6. The Board may declare and make such other distributions
(in cash or in specie) to the Members as may be lawfully made out
of the assets of the Company. No unpaid distribution shall bear
interest as against the Company.
18.7. The Board may fix any date as the record date for
determining the Members entitled to receive any dividend or other
distribution, but, unless so fixed, the record date shall be the
date of the Directors' resolution declaring same.
19. Power to Set Aside Profits
19.1. The Board may, before declaring a dividend, set aside out
of the surplus or profits of the Company, such amount as it thinks
proper as a reserve to be used to meet contingencies or for
equalising dividends or for any other purpose. Pending application,
such sums may be employed in the business of the Company or
invested, and need not be kept separate from other assets of the
Company. The Board may also, without placing the same to reserve,
carry forward any profit which it decides not to distribute.
19.2. Subject to any direction from the Company in general
meeting, the Board may on behalf of the Company exercise all the
powers and options conferred on the Company by the Act in regard to
the Company's share premium account.
20. Method of Payment
20.1. Any dividend, interest, or other monies payable in cash in
respect of the shares may be paid to such person and in such manner
(including, without limitation, cheque, draft, electronic transfer
etc.) as the Member may in writing direct.
20.2. In the case of joint holders of shares, any dividend,
interest or other monies payable in cash in respect of shares may
be paid to such person and in such manner (including, without
limitation, cheque, draft, electronic transfer etc.) as the joint
holders may in writing direct. If two or more persons are
registered as joint holders of any shares any one can give an
effectual receipt for any dividend paid in respect of such
shares.
20.3. The Board may deduct from the dividends or distributions
payable to any Member all monies due from such Member to the
Company on account of calls or otherwise.
21. Capitalisation
21.1. The Board may capitalise any amount for the time being
standing to the credit of any of the Company's share premium or
other reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution by applying such
amount in paying up unissued shares to be allotted as fully paid
bonus shares pro rata to the Members.
21.2. The Board may capitalise any amount for the time being
standing to the credit of a reserve account or amounts otherwise
available for dividend or distribution by applying such amounts in
paying up in full, partly or nil paid shares of those Members who
would have been entitled to such amounts if they were distributed
by way of dividend or distribution.
22. Uncollected Dividends
22.1. Any declared dividend or other distribution will lapse six
years after the date on which such dividend or distribution is
released for payment.
22.2. Any declared dividend or other distribution that is not
collected within the six year period provided for in Article 22.1
will be considered to have been forfeited by such shareholder to
the Company.
MEETINGS OF MEMBERS
23. Annual General Meetings
The Company may in each year hold a general meeting as its
annual general meeting. The annual general meeting of the Company
may be held at such time and place as the Chairman of the Company
(if there is one) (the "Chairman") or any two Directors or any
Director and the Secretary or the Board shall appoint.
24. Extraordinary General Meetings
24.1. General meetings other than annual general meetings shall
be called extraordinary general meetings.
24.2. The Chairman or any two Directors or any Director and the
Secretary or the Board may convene an extraordinary general meeting
whenever in their judgment such a meeting is necessary.
25. Requisitioned General Meetings
25.1. The Board shall, on the requisition of Members holding at
the date of the deposit of the requisition not less than one-tenth
of such of the paid-up share capital of the Company as at the date
of the deposit carries the right to vote at general meetings,
forthwith proceed to convene an extraordinary general meeting. To
be effective the requisition shall state the objects of the
meeting, shall be in writing, signed by the requisitionists, and
shall be deposited at the registered office. The requisition may
consist of several documents in like form each signed by one or
more requisitionists.
25.2. If the Board does not, within twenty-one days from the
date of the requisition, duly proceed to call an extraordinary
general meeting, the requisitionists, or any of them representing
more than one half of the total voting rights of all of them, may
themselves convene an extraordinary general meeting; but any
meeting so called shall not be held more than ninety days after the
requisition. An extraordinary general meeting called by
requisitionists shall be called in the same manner, as nearly as
possible, as that in which general meetings are to be called by the
Board.
26. Notice
26.1. At least fourteen (14) calendar days' notice of an annual
general meeting shall be given to each Member entitled to attend
and vote thereat, stating the date, place and time at which the
meeting is to be held and if different, the record date for
determining Members entitled to attend and vote at the general
meeting, and, as far as practicable, the other business to be
conducted at the meeting.
26.2. At least fourteen (14) calendar days' notice of an
extraordinary general meeting shall be given to each Member
entitled to attend and vote thereat, stating the date, time, place
and the general nature of the business to be considered at the
meeting.
26.3. The Board may fix any date as the record date for
determining the Members entitled to receive notice of and to vote
at any general meeting of the Company but, unless so fixed, as
regards the entitlement to receive notice of a meeting or notice of
any other matter, the record date shall be the date of despatch of
the notice and, as regards the entitlement to vote at a meeting,
and any adjournment thereof, the record date shall be the date of
the original meeting.
26.4. A general meeting shall, notwithstanding that it is called
on shorter notice than that specified in these Articles, be deemed
to have been properly called if it is so agreed by (i) all the
Members entitled to attend and vote thereat in the case of an
annual general meeting; and (ii) in the case of an extraordinary
general meeting, by seventy-five percent of the Members entitled to
attend and vote thereat.
26.5. The accidental omission to give notice of a general
meeting to, or the non-receipt of a notice of a general meeting by,
any person entitled to receive notice shall not invalidate the
proceedings at that meeting.
27. Giving Notice and Access
27.1. A notice may be given by the Company to a Member:
(a) by delivering it to such Member in person, in which case the
notice shall be deemed to have been served upon such delivery;
or
(b) by sending it by post to such Member's address in the
Register of Members, in which case the notice shall be deemed to
have been served seven days after the date on which it is
deposited, with postage prepaid, in the mail; or
(c) by sending it by courier to such Member's address in the
Register of Members, in which case the notice shall be deemed to
have been served two days after the date on which it is deposited,
with courier fees paid, with the courier service; or
(d) by transmitting it by electronic means (including facsimile
and electronic mail, but not telephone) in accordance with such
directions as may be given by such Member to the Company for such
purpose, in which case the notice shall be deemed to have been
served at the time that it would in the ordinary course be
transmitted; or
(e) by publication of an electronic record of it on a website
and notification of such publication (which shall include the
address of the website, the place on the website where the document
may be found, and how the document may be accessed on the website),
such notification being given by any of the methods set out in
paragraphs (a) through (d) hereof, in which case the notice shall
be deemed to have been served at the time when the instructions for
access and the posting on the website are complete.
27.2. Any notice required to be given to a Member shall, with
respect to any shares held jointly by two or more persons, be given
to whichever of such persons is named first in the Register of
Members and notice so given shall be sufficient notice to all the
holders of such shares.
27.3. In proving service under paragraphs 27.1(b), (c) and (d),
it shall be sufficient to prove that the notice was properly
addressed and prepaid, if posted or sent by courier, and the time
when it was posted, deposited with the courier, or transmitted by
electronic means.
28. Postponement of General Meeting
The Board may postpone any general meeting called in accordance
with these Articles provided that notice of postponement is given
to the Members before the time for such meeting. Fresh notice of
the date, time and place for the postponed meeting shall be given
to each Member in accordance with these Articles.
29. Electronic Participation in Meetings
Members may participate in any general meeting by such
telephonic, electronic or other communication facilities or means
as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and
participation in such a meeting shall constitute presence in person
at such meeting.
30. Quorum at General Meetings
30.1. At any general meeting (other than a Business Combination
EGM) two or more persons present in person and representing in
person or by proxy in excess of 50% of the total issued voting
shares in the Company throughout the meeting shall form a quorum
for the transaction of business, provided that if the Company shall
at any time have only one Member, one Member present in person or
by proxy shall form a quorum for the transaction of business at any
general meeting held during such time.
30.2. If within half an hour from the time appointed for the
meeting a quorum is not present, then, in the case of a meeting
convened on a requisition, the meeting shall be deemed cancelled
and, in any other case, the meeting shall stand adjourned to the
same day one week later, at the same time and place or to such
other day, time or place as the Board may determine. Unless the
meeting is adjourned to a specific date, time and place announced
at the meeting being adjourned, fresh notice of the resumption of
the meeting shall be given to each Member entitled to attend and
vote thereat in accordance with these Articles.
31. Chairman to Preside
Unless otherwise agreed by a majority of those attending and
entitled to vote thereat, the Chairman, if there be one, shall act
as chairman at all meetings of the Members at which such person is
present. In his absence, a chairman of the meeting shall be
appointed or elected by those present at the meeting and entitled
to vote. In each case, the person who should chair the meeting may
appoint another person to chair the meeting instead.
32. Voting on Resolutions
32.1. Subject to the Act and these Articles, any question
proposed for the consideration of the Members at any general
meeting shall be decided by the affirmative votes of a majority of
the votes cast in accordance with these Articles and in the case of
an equality of votes the resolution shall fail.
32.2. No Member shall be entitled to vote at a general meeting
unless such Member has paid all the calls on all shares held by
such Member.
32.3. At any general meeting a resolution put to the vote of the
meeting shall, in the first instance, be voted upon by a show of
hands and, subject to any rights or restrictions for the time being
lawfully attached to any class of shares and subject to these
Articles, every Member present in person and every person holding a
valid proxy at such meeting shall be entitled to one vote and shall
cast such vote by raising his hand.
32.4. At any general meeting if an amendment is proposed to any
resolution under consideration and the chairman of the meeting
rules on whether or not the proposed amendment is out of order, the
proceedings on the substantive resolution shall not be invalidated
by any error in such ruling.
32.5. At any general meeting a declaration by the chairman of
the meeting that a question proposed for consideration has, on a
show of hands, been carried, or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in a book
containing the minutes of the proceedings of the Company shall,
subject to these Articles, be conclusive evidence of that fact.
33. Power to Demand a Vote on a Poll
33.1. Notwithstanding the foregoing, a poll may be demanded by
the chairman of the meeting or at least one Member.
33.2. Where a poll is demanded, subject to any rights or
restrictions for the time being lawfully attached to any class of
shares, every person present at such meeting shall have one vote
for each share of which such person is the holder or for which such
person holds a proxy and such vote shall be counted by ballot as
described herein, or in the case of a general meeting at which one
or more Members are present by telephone, electronic or other
communication facilities or means, in such manner as the chairman
of the meeting may direct and the result of such poll shall be
deemed to be the resolution of the meeting at which the poll was
demanded and shall replace any previous resolution upon the same
matter which has been the subject of a show of hands. A person
entitled to more than one vote need not use all his votes or cast
all the votes he uses in the same way.
33.3. A poll demanded for the purpose of electing a chairman of
the meeting or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at
such time and in such manner during such meeting as the chairman of
the meeting may direct. Any business other than that upon which a
poll has been demanded may be conducted pending the taking of the
poll.
33.4. Where a vote is taken by poll, each person physically
present and entitled to vote shall be furnished with a ballot paper
on which such person shall record his vote in such manner as shall
be determined at the meeting having regard to the nature of the
question on which the vote is taken, and each ballot paper shall be
signed or initialled or otherwise marked so as to identify the
voter and the registered holder in the case of a proxy. Each person
present by telephone, electronic or other communication facilities
or means shall cast his vote in such manner as the chairman of the
meeting shall direct. At the conclusion of the poll, the ballot
papers and votes cast in accordance with such directions shall be
examined and counted by a committee of not less than two Members or
proxy holders appointed by the chairman of the meeting for the
purpose and the result of the poll shall be declared by the
chairman of the meeting.
34. Voting by Joint Holders of Shares
In the case of joint holders, the vote of the senior who tenders
a vote (whether in person or by proxy) shall be accepted to the
exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the
names stand in the Register of Members.
35. Instrument of Proxy
35.1. An instrument appointing a proxy shall be in writing or
transmitted by electronic mail in substantially the following form
or such other form as the chairman of the meeting shall accept:
Proxy
FINANCIALS ACQUISITION CORP (the "Company")
I/We, [insert names here] , being a Member of the Company with
[number] shares, HEREBY APPOINT [name] of [address] or failing him,
[name] of [address] to be my/our proxy to vote for me/us at the
meeting of the Members to be held on [date] and at any adjournment
thereof. [Any restrictions on voting to be inserted here].
Signed this [date]
____________________________
Member(s)
35.2. The instrument of proxy shall be signed or, in the case of
a transmission by electronic mail, electronically signed in a
manner acceptable to the chairman of the meeting, by the appointor
or by the appointor's attorney duly authorised in writing, or if
the appointor is a corporation, either under its seal or signed or,
in the case of a transmission by electronic mail, electronically
signed in a manner acceptable to the chairman of the meeting, by a
duly authorised officer or attorney.
35.3. A Member who is the holder of two or more shares may
appoint more than one proxy to represent him and vote on his behalf
in respect of different shares.
35.4. The decision of the chairman of any general meeting as to
the validity of any appointment of a proxy shall be final.
36. Representation of Corporate Member
36.1. A corporation which is a Member may, by written
instrument, authorise such person or persons as it thinks fit to
act as its representative at any meeting and any person so
authorised shall be entitled to exercise the same powers on behalf
of the corporation which such person represents as that corporation
could exercise if it were an individual Member, and that Member
shall be deemed to be present in person at any such meeting
attended by its authorised representative or representatives.
36.2. Notwithstanding the foregoing, the chairman of the meeting
may accept such assurances as he thinks fit as to the right of any
person to attend and vote at general meetings on behalf of a
corporation which is a Member.
37. Adjournment of General Meeting
The chairman of a general meeting may, with the consent of the
Members at any general meeting at which a quorum is present, and
shall if so directed by the meeting, adjourn the meeting. Unless
the meeting is adjourned to a specific date, place and time
announced at the meeting being adjourned, fresh notice of the date,
place and time for the resumption of the adjourned meeting shall be
given to each Member entitled to attend and vote thereat, in
accordance with these Articles.
38. Written Resolutions
38.1. Subject to these Articles, anything which may be done by
resolution of the Company in general meeting or by resolution of a
meeting of any class of the Members may be done without a meeting
by written resolution in accordance with this Article.
38.2. A written resolution is passed when it is signed by (or in
the case of a Member that is a corporation, on behalf of) all the
Members, or all the Members of the relevant class thereof, entitled
to vote thereon and may be signed in as many counterparts as may be
necessary.
38.3. A resolution in writing made in accordance with this
Article is as valid as if it had been passed by the Company in
general meeting or by a meeting of the relevant class of Members,
as the case may be, and any reference in any Article to a meeting
at which a resolution is passed or to Members voting in favour of a
resolution shall be construed accordingly.
38.4. A resolution in writing made in accordance with this
Article shall constitute minutes for the purposes of the Act.
38.5. For the purposes of this Article, the date of the
resolution is the date when the resolution is signed by (or in the
case of a Member that is a corporation, on behalf of) the last
Member to sign and any reference in any Article to the date of
passing of a resolution is, in relation to a resolution made in
accordance with this Article, a reference to such date.
39. Directors and other persons Attendance at General Meetings
39.1. The Directors shall be entitled to receive notice of,
attend and be heard at any general meeting.
39.2. The Chairman may decide at his or her discretion to admit other persons to the meeting.
DIRECTORS AND OFFICERS
40. Election of Directors
40.1. The Directors shall be elected or appointed in writing in
the first place by the subscribers to the Memorandum of Association
or by a majority of them. There shall be no shareholding
qualification for Directors unless prescribed by Special
Resolution.
40.2. The Board may from time to time appoint any person to be a
Director, either to fill a casual vacancy or as an addition to the
existing Directors, subject to any upper limit on the number of
Directors prescribed pursuant to these Articles.
40.3. Prior to the closing of a Business Combination, the
Company may from time to time by Ordinary Resolution of the holders
of Class B Shares appoint any person to be a Director.
40.4. After the closing of a Business Combination, the Company
may by Ordinary Resolution appoint any person to be a Director.
40.5. Prior to the closing of a Business Combination, Article
40.3 may only be amended by a Special Resolution passed by a
majority of at least 90 per cent of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at
a general meeting of which notice specifying the intention to
propose the resolution as a special resolution has been given, or
by way of unanimous written resolution.
41. Number of Directors
The Board shall consist of not less than one Director or such
number in excess thereof as the Board may determine.
42. Term of Office of Directors
An appointment of a Director may be on terms that the Director
shall automatically retire from office (unless he has sooner
vacated office) at the next or a subsequent annual general meeting
or upon any specified event or after any specified period; but no
such term shall be implied in the absence of express provision.
43. Alternate Directors
43.1. At any general meeting, the Members may elect a person or
persons to act as a Director in the alternative to any one or more
Directors or may authorise the Board to appoint such Alternate
Directors.
43.2. Unless the Members otherwise resolve, any Director may
appoint a person or persons to act as a Director in the alternative
to himself by notice deposited with the Secretary.
43.3. Any person elected or appointed pursuant to this Article
shall have all the rights and powers of the Director or Directors
for whom such person is elected or appointed in the alternative,
provided that such person shall not be counted more than once in
determining whether or not a quorum is present.
43.4. An Alternate Director shall be entitled to receive notice
of all Board meetings and to attend and vote at any such meeting at
which a Director for whom such Alternate Director was appointed in
the alternative is not personally present and generally to perform
at such meeting all the functions of such Director for whom such
Alternate Director was appointed.
43.5. An Alternate Director's office shall terminate -
(a) in the case of an alternate elected by the Members:
(i) on the occurrence in relation to the Alternate Director of
any event which, if it occurred in relation to the Director for
whom he was elected to act, would result in the termination of that
Director; or
(ii) if the Director for whom he was elected in the alternative
ceases for any reason to be a Director, provided that the alternate
removed in these circumstances may be re-appointed by the Board as
an alternate to the person appointed to fill the vacancy; and
(b) in the case of an alternate appointed by a Director:
(i) on the occurrence in relation to the Alternate Director of
any event which, if it occurred in relation to his appointor, would
result in the termination of the appointor's directorship; or
(ii) when the Alternate Director's appointor revokes the
appointment by notice to the Company in writing specifying when the
appointment is to terminate; or
(iii) if the Alternate Director's appointor ceases for any reason to be a Director.
43.6. If an Alternate Director is himself a Director or attends
a Board meeting as the Alternate Director of more than one
Director, his voting rights shall be cumulative.
43.7. Unless the Board determines otherwise, an Alternate
Director may also represent his appointor at meetings of any
committee of the Board on which his appointor serves; and the
provisions of this Article shall apply equally to such committee
meetings as to Board meetings.
43.8. Save as provided in these Articles an Alternate Director
shall not, as such, have any power to act as a Director or to
represent his appointor and shall not be deemed to be a Director
for the purposes of these Articles.
44. Removal of Directors
44.1. Prior to the closing of a Business Combination, the
Company may from time to time by Ordinary Resolution of holders of
Class B shares remove any Director from office, whether or not
appointing another in his stead.
44.2. After the closing of a Business Combination, the Company
may from time to time by Ordinary Resolution remove any
Director.
44.3. Prior to the closing of a Business Combination, Article
44.1 may only be amended by a Special Resolution passed by a
majority of at least 90 per cent of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at
a general meeting of which notice specifying the intention to
propose the resolution as a special resolution has been given, or
by way of unanimous written resolution.
45. Vacancy in the Office of Director
The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Articles;
(b) dies or becomes bankrupt, or makes any arrangement or
composition with his creditors generally;
(c) is or becomes of unsound mind or an order for his detention
is made under the Mental Health Act of the Cayman Islands or any
analogous law of a jurisdiction outside the Cayman Islands, or
dies; or
(d) resigns his office by notice to the Company.
46. Remuneration of Directors
The remuneration (if any) of the Directors shall, subject to any
direction that may be given by the Company in general meeting, be
determined by the Board as it may from time to time determine and
shall be deemed to accrue from day to day. The Directors may also
be paid all travel, hotel and other expenses properly incurred by
them in attending and returning from Board meetings, any committee
appointed by the Board, general meetings, or in connection with the
business of the Company or their duties as Directors generally.
47. Defect in Appointment
All acts done in good faith by the Board, any Director, a member
of a committee appointed by the Board, any person to whom the Board
may have delegated any of its powers, or any person acting as a
Director shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of any Director or
person acting as aforesaid, or that he was, or any of them were,
disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director or act in the relevant
capacity.
48. Directors to Manage Business
The business of the Company shall be managed and conducted by
the Board. In managing the business of the Company, the Board may
exercise all such powers of the Company as are not, by the Act or
by these Articles, required to be exercised by the Company in
general meeting subject, nevertheless, to these Articles and the
provisions of the Act.
49. Powers of the Board of Directors
The Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk,
agent or employee of the Company and may fix their remuneration and
determine their duties;
(b) exercise all the powers of the Company to borrow money and
to mortgage or charge or otherwise grant a security interest in its
undertaking, property and uncalled capital, or any part thereof,
and may issue debentures, debenture stock and other securities
whether outright or as security for any debt, liability or
obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing
director or chief executive officer of the Company, who shall,
subject to the control of the Board, supervise and administer all
of the general business and affairs of the Company;
(d) appoint a person to act as manager of the Company's
day-to-day business and may entrust to and confer upon such manager
such powers and duties as it deems appropriate for the transaction
or conduct of such business;
(e) by power of attorney, appoint any company, firm, person or
body of persons, whether nominated directly or indirectly by the
Board, to be an attorney of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board) and for such period and
subject to such conditions as it may think fit and any such power
of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Board
may think fit and may also authorise any such attorney to
sub-delegate all or any of the powers, authorities and discretions
so vested in the attorney;
(f) procure that the Company pays all expenses incurred in
promoting and incorporating the Company;
(g) delegate any of its powers (including the power to
sub-delegate) to a committee of one or more persons appointed by
the Board and every such committee shall conform to such directions
as the Board shall impose on them. Subject to any directions or
regulations made by the Board for this purpose, the meetings and
proceedings of any such committee shall be governed by the
provisions of these Articles regulating the meetings and
proceedings of the Board, including provisions for written
resolutions;
(h) delegate any of its powers (including the power to
sub-delegate) to any person on such terms and in such manner as the
Board may see fit;
(i) present any petition and make any application in connection
with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such
commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to
act on behalf of the Company for any specific purpose and in
connection therewith to execute any deed, agreement, document or
instrument on behalf of the Company.
50. Register of Directors and Officers
The Board shall keep and maintain a Register of Directors and
Officers in accordance with the Act.
51. Officers
The Officers shall consist of a Secretary and such additional
Officers as the Board may determine all of whom shall be deemed to
be Officers for the purposes of these Articles.
52. Appointment of Officers
The Secretary (and additional Officers, if any) shall be
appointed by the Board from time to time.
53. Duties of Officers
The Officers shall have such powers and perform such duties in
the management, business and affairs of the Company as may be
delegated to them by the Board from time to time.
54. Remuneration of Officers
The Officers shall receive such remuneration as the Board may
determine.
55. Conflicts of Interest
55.1. Any Director, or any Director's firm, partner or any
company with whom any Director is associated, may act in any
capacity for, be employed by or render services to the Company on
such terms, including with respect to remuneration, as may be
agreed between the parties. Nothing herein contained shall
authorise a Director or a Director's firm, partner or company to
act as Auditor to the Company.
55.2. A Director who is directly or indirectly interested in a
contract or proposed contract with the Company (an "Interested
Director") shall declare the nature of such interest.
55.3. An Interested Director who has complied with the
requirements of the foregoing Article may:
(a) vote in respect of such contract or proposed contract; and/or
(b) be counted in the quorum for the meeting at which the
contract or proposed contract is to be voted on,
and no such contract or proposed contract shall be void or
voidable by reason only that the Interested Director voted on it or
was counted in the quorum of the relevant meeting and the
Interested Director shall not be liable to account to the Company
for any profit realised thereby.
55.4. To the fullest extent permitted by Applicable Law, no
individual serving as a Director or an Officer ("Management") shall
have any duty, except and to the extent expressly assumed by
contract, to refrain from engaging directly or indirectly in the
same or similar business activities or lines of business as the
Company. To the fullest extent permitted by Applicable Law, the
Company renounces any interest or expectancy of the Company in, or
in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for
Management, on the one hand, and the Company, on the other. Except
to the extent expressly assumed by contract, to the fullest extent
permitted by Applicable Law, Management shall have no duty to
communicate or offer any such corporate opportunity to the Company
and shall not be liable to the Company or its Members for breach of
any fiduciary duty as a Member, Director and/or Officer solely by
reason of the fact that such party pursues or acquires such
corporate opportunity for itself, himself or herself, directs such
corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the
Company.
55.5. Except as provided elsewhere in this Article, the Company
hereby renounces any interest or expectancy of the Company in, or
in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for both
the Company and Management, about which a Director and/or Officer
who is also a member of Management acquires knowledge.
55.6. To the extent a court might hold that the conduct of any
activity related to a corporate opportunity that is renounced in
this Article to be a breach of duty to the Company or its Members,
the Company hereby waives, to the fullest extent permitted by
Applicable Law, any and all claims and causes of action that the
Company may have for such activities. To the fullest extent
permitted by Applicable Law, the provisions of this Article apply
equally to activities conducted in the future and that have been
conducted in the past.
56. Indemnification and Exculpation of Directors and Officers
56.1. The Directors, Secretary and other Officers (such term to
include any person appointed to any committee by the Board) acting
in relation to any of the affairs of the Company or any subsidiary
thereof, and the liquidator or trustees (if any) acting in relation
to any of the affairs of the Company or any subsidiary thereof and
every one of them (whether for the time being or formerly) and
their heirs, executors, administrators and personal representatives
(each an "indemnified party") shall be indemnified and secured
harmless out of the assets of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or
any of them shall or may incur or sustain by or by reason of any
act done, concurred in or omitted in or about the execution of
their duty, or supposed duty, or in their respective offices or
trusts, and no indemnified party shall be answerable for the acts,
receipts, neglects or defaults of the others of them or for joining
in any receipts for the sake of conformity, or for any bankers or
other persons with whom any monies or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or
for insufficiency or deficiency of any security upon which any
monies of or belonging to the Company shall be placed out on or
invested, or for any other loss, misfortune or damage which may
happen in the execution of their respective offices or trusts, or
in relation thereto, PROVIDED THAT this indemnity shall not extend
to any matter in respect of any actual fraud, wilful neglect or
wilful default in relation to the Company which may attach to any
of the indemnified parties. Each Member agrees to waive any claim
or right of action such Member might have, whether individually or
by or in the right of the Company, against any Director or Officer
on account of any action taken by such Director or Officer, or the
failure of such Director or Officer to take any action in the
performance of his duties with or for the Company or any subsidiary
thereof, PROVIDED THAT such waiver shall not extend to any matter
in respect of any actual fraud, wilful neglect or wilful default in
relation to the Company which may attach to such Director or
Officer.
56.2. The Company may purchase and maintain insurance for the
benefit of any Director or Officer against any liability incurred
by him in his capacity as a Director or Officer or indemnifying
such Director or Officer in respect of any loss arising or
liability attaching to him by virtue of any rule of law in respect
of any negligence, default, breach of duty or breach of trust of
which the Director or Officer may be guilty in relation to the
Company or any subsidiary thereof.
MEETINGS OF THE BOARD OF DIRECTORS
57. Board Meetings
The Board may meet for the transaction of business, adjourn and
otherwise regulate its meetings as it sees fit. A resolution put to
the vote at a Board meeting shall be carried by the affirmative
votes of a majority of the votes cast and in the case of an
equality of votes the resolution shall fail. Any business or
resolution at a Board meeting concerning a Business Combination or
a proposed Business Combination shall be conducted in accordance
with Article 67.
58. Notice of Board Meetings
A Director may, and the Secretary on the requisition of a
Director shall, at any time summon a Board meeting. Notice of a
Board meeting shall be deemed to be duly given to a Director if it
is given to such Director verbally (including in person or by
telephone) or otherwise communicated or sent to such Director by
post, electronic means or other mode of representing words in a
visible form at such Director's last known address or in accordance
with any other instructions given by such Director to the Company
for this purpose.
59. Electronic Participation in Meetings
Directors may participate in any meeting by such telephonic,
electronic or other communication facilities or means as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.
60. Representation of Director
60.1. A Director which is a corporation may, by written
instrument, authorise such person or persons as it thinks fit to
act as its representative at any meeting and any person so
authorised shall be entitled to exercise the same powers on behalf
of the corporation which such person represents as that corporation
could exercise if it were an individual Director, and that Director
shall be deemed to be present in person at any such meeting
attended by its authorised representative or representatives.
60.2. Notwithstanding the foregoing, the chairman of the meeting
may accept such assurances as he thinks fit as to the right of any
person to attend and vote at Board meetings on behalf of a
corporation which is a Director.
60.3. A Director who is not present at a Board meeting, and
whose Alternate Director (if any) is not present at the meeting,
may be represented at the meeting by a proxy duly appointed, in
which event the presence and vote of the proxy shall be deemed to
be that of the Director. All the provisions of these Articles
regulating the appointment of proxies by Members shall apply
equally to the appointment of proxies by Directors.
61. Quorum at Board Meetings
The quorum necessary for the transaction of business at a Board
meeting shall be two Directors, provided that if there is only one
Director for the time being in office the quorum shall be one.
62. Board to Continue in the Event of Vacancy
The Board may act notwithstanding any vacancy in its number.
63. Chairman to Preside
Unless otherwise agreed by a majority of the Directors
attending, the Chairman, if there be one, shall act as chairman at
all Board meetings at which such person is present. In his absence
a chairman of the meeting shall be appointed or elected by the
Directors present at the meeting.
64. Written Resolutions
64.1. Anything which may be done by resolution of the Directors
may, without a meeting and without any previous notice being
required, be done by unanimous written resolution in accordance
with this Article.
64.2. A written resolution may be signed by (or in the case of a
Director that is a corporation, on behalf of) all the Directors in
as many counterparts as may be necessary.
64.3. A written resolution made in accordance with this Article
is as valid as if it had been passed by the Directors in a
directors' meeting, and any reference in any Article to a meeting
at which a resolution is passed or to Directors voting in favour of
a resolution shall be construed accordingly.
64.4. A resolution in writing made in accordance with this
Article shall constitute minutes for the purposes of the Act.
64.5. For the purposes of this Article, the date of the
resolution is the date when the resolution is signed by (or in the
case of a Director that is a corporation, on behalf of) the last
Director to sign and any reference in any Article to the date of
passing of a resolution is, in relation to a resolution made in
accordance with this Article, a reference to such date.
65. Validity of Prior Acts of the Board
No regulation or alteration to these Articles made by the
Company in general meeting shall invalidate any prior act of the
Board which would have been valid if that regulation or alteration
had not been made.
Business Combination
66. General
66.1. Notwithstanding any other provision of the Articles,
Articles 66 to 71 (inclusive) shall apply during the period
commencing upon the adoption of the Articles and terminating upon
the first to occur of the consummation of a Business Combination
and the full distribution of the Escrow Account pursuant to
Articles 66 to 71 (inclusive). In the event of a conflict between
Articles 66 to 71 (inclusive) and any other Articles, the
provisions of Articles 66 to 71 (inclusive) shall prevail.
66.2. The Company may not carry out any Business Combination
other than in accordance with Articles 66 to 71 (inclusive).
67. Board approval
67.1. The Company may only enter into a Business Combination,
including any definitive agreement in respect of a Business
Combination, with the prior approval of the Board, and for the
purpose of such Board approval the following persons shall not take
part in the Board's consideration of the Business Combination and
shall not vote on any relevant resolutions of the Board:
(a) any Director who is, or an associate (as such term is
defined in the Listing Rules) of whom, is a director of the target
entity that is subject to the Business Combination (the "Target")
or of a subsidiary undertaking (as such term is defined in the
Listing Rules) of such Target; and
(b) any Director who has a conflict of interest in relation to
the Target or a subsidiary undertaking (as such term is defined in
the Listing Rules) of such Target.
67.2. Where a Director has a conflict of interest in relation to
the Target or a subsidiary undertaking of such Target for the
purpose of this Article 67, in sufficient time prior to the Company
seeking shareholder approval of the Business Combination in
accordance with Article 68, the Board shall publish a statement
that:
(a) the proposed transaction is fair and reasonable as far as it
concerns the public shareholders (as such term is defined in the
Listing Rules) of the Company; and
(b) the Directors have been so advised by an appropriately
qualified and independent adviser.
67.3. Subject to the foregoing provisions of Article 67, the
Company may enter into a Business Combination with a target
business that is Affiliated with a Sponsor Entity, a Director or an
Officer. In the event the Company seeks to complete a Business
Combination with a target that is Affiliated with a Director, the
Company, or a committee of independent Directors, will obtain an
opinion from an appropriately qualified and independent adviser
that regularly renders fairness opinions on the type of target
business the Company is seeking to acquire that such a Business
Combination is fair and reasonable as far as it concerns the public
shareholders (as such term is defined in the Listing Rules) of the
Company .
68. Shareholder Approval
68.1. The Company must convene a general meeting (the "Business
Combination EGM") and obtain the approval of the Business
Combination from holders of Class A Shares, by way of Ordinary
Resolution, either:
(a) prior to the entry into of a Business Combination, including
any definitive agreement in respect of a Business Combination;
or
(b) if the Business Combination, including any definitive
agreement in respect of a Business Combination is expressed to be
conditional on such shareholder approval, before the Business
Combination, including any definitive agreement in respect of a
Business Combination, is completed.
For the purposes of such shareholder approval under this Article
68.1, no founding shareholder, sponsor or director (as each of such
terms are defined in the Listing Rules) are eligible to vote for
the purposes of the Ordinary Resolution.
68.2. The Company shall prepare and publish an announcement,
shareholder circular (which shall include a redemption exercise
notice) and/or a prospectus in which the Company shall include an
envisaged timetable and material information concerning the
Business Combination (including material information on the target
company or business) to enable a proper investment decision to be
made by the shareholders at the Business Combination EGM.
68.3. Two shareholders present in person or by proxy shall form
a quorum for the transaction of business at the Business
Combination EGM.
68.4. In addition to the approval provide for in Article 68.1
above, if the Business Combination is structured as a merger, the
Company must convene the Business Combination EGM and obtain the
approval from Members by way of a Special Resolution (and in such
circumstances each founding shareholder, sponsor or director (as
each of such terms are defined in the Listing Rules) are eligible
to vote for the purposes of the Special Resolution.
68.5. At a general meeting called for the purposes of approving
a Business Combination pursuant to this Article, in the event that
such Business Combination is approved by Ordinary Resolution (and
in addition in the case of a merger, by Special Resolution), the
Company shall be authorised to consummate such Business
Combination, provided that the Company shall not consummate such
Business Combination unless the Company has sufficient net tangible
assets or cash following the redemptions described below to satisfy
any applicable condition that may be contained in the agreement
relating to such Business Combination (unless such condition is
waived).
69. Redemption Rights
69.1. Any Member holding Class A Shares may, at least two
business days' prior to any vote on a Business Combination, elect
to have their Class A Shares redeemed for cash, in accordance with
any applicable requirements provided for in the related proxy
materials, provided that any beneficial holder of Class A Shares on
whose behalf a redemption right is being exercised must identify
itself to the Company in connection with any redemption election in
order to validly redeem such Class A Shares. If so demanded, the
Company shall pay any such redeeming Member, regardless of whether
he is voting for or against such proposed Business Combination, a
per-share redemption price payable in cash, equal to the aggregate
amount then on deposit in the Escrow Account calculated as of two
business days prior to the consummation of the Business
Combination, including interest earned on the Escrow Account (such
interest shall be net of taxes payable) and not previously released
to the Company to pay its taxes, divided by the number of then
issued Class A Shares, but only in the event that the applicable
proposed Business Combination is approved and consummated.
69.2. A Member may not withdraw a Redemption Notice once
submitted to the Company unless the Directors determine (in their
sole discretion) to permit the withdrawal of such redemption
request (which they may do in whole or in part).
69.3. In the event that any amendment is made to the Articles:
(a) that would be contrary to the constitutional requirements
for special purpose acquisition companies as such are provided for
in Listing Rule 5.6.18A (unless such is permitted pursuant to a
derogation by the Financial Conduct Authority);
(b) to modify the substance or timing of the Company's
obligation to allow redemption in connection with a Business
Combination or redeem 100 per cent of the Class A Shares if the
Company does not consummate a Business Combination by the Business
Combination Deadline; or
(c) with respect to any other provision relating to Members'
rights or pre-Business Combination activity,
each holder of Class A Shares shall be provided with the
opportunity to redeem their Class A Shares upon the approval or
effectiveness of any such amendment 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 to pay
its taxes, divided by the number of then outstanding Class A
Shares, subject in each case to its obligations under Cayman
Islands law to provide for claims of creditors and other
requirements of Applicable Law to enable the Company to comply with
its obligations on a dissolution and liquidation under Article
70.1.
69.4. A holder of Class A Shares shall be entitled to receive
distributions from the Escrow Account only pursuant to this Article
69 or pursuant to Article 70.1(b). In no other circumstance shall a
holder of Class A Shares have any right or interest of any kind in
the Escrow Account.
70. Failure to complete a Business Combination
70.1. In the event that the Company does not consummate a
Business Combination on or before the Business Combination Deadline
the Company shall:
(a) cease operations on the Business Combination Deadline, other
than for the purpose of an orderly winding up of the Company;
(b) as promptly as reasonably possible but not more than ten
business days after the date falling on the Business Combination
Deadline redeem the Class A 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 Class A Shares in issue,
which redemption will completely extinguish holders of Class A
Shares' rights as Members in respect of such Class A Shares
(including the right to receive further liquidation distributions,
if any); and
(c) as promptly as is reasonably possible following the
redemptions pursuant to Article 70.1(b), 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.
71. Other
The Company shall have the power to merge or consolidate with one or more other constituent
companies (as defined in the Act) upon such terms as the Directors may determine and (to the
extent required by the Act) with the approval of a Special Resolution.
CORPORATE RECORDS
72. Minutes
The Board shall cause minutes to be duly entered in books
provided for the purpose:
(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each Board meeting
and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of
the Members, Board meetings, meetings of managers and meetings of
committees appointed by the Board.
73. Register of Mortgages and Charges
73.1. The Board shall cause to be kept the Register of Mortgages
and Charges required by the Act.
73.2. The Register of Mortgages and Charges shall be open to
inspection in accordance with the Act, at the registered office of
the Company on every business day in the Cayman Islands, subject to
such reasonable restrictions as the Board may impose, so that not
less than two hours in each such business day be allowed for
inspection.
74. Form and Use of Seal
74.1. The Company may adopt a seal, which shall bear the name of
the Company in legible characters, and which may, at the discretion
of the Board, be followed with or preceded by its dual foreign name
or translated name (if any), in such form as the Board may
determine. The Board may adopt one or more duplicate seals for use
in or outside Cayman and, if the Board thinks fit, a duplicate Seal
may bear on its face the name of the country, territory, district
or place where it is to be issued.
74.2. The Seal (if any) shall only be used by the authority of
the Board or of a committee of the Board authorised by the Board in
that behalf and, until otherwise determined by the Board, the Seal
shall be affixed in the presence of a Director or the Secretary or
an assistant secretary or some other person authorised for this
purpose by the Board or the committee of the Board.
74.3. Notwithstanding the foregoing, the Seal (if any) may
without further authority be affixed by way of authentication to
any document required to be filed with the Registrar of Companies
in the Cayman Islands, and may be so affixed by any Director,
Secretary or assistant secretary of the Company or any other person
or institution having authority to file the document as
aforesaid.
ACCOUNTS
75. Books of Account
75.1. The Board shall cause to be kept proper books of account
including, where applicable, material underlying documentation
including contracts and invoices, and with respect to:-
(a) all sums of money received and expended by the Company and
the matters in respect of which the receipt and expenditure takes
place;
(b) all sales and purchases of goods by the Company; and
(c) all assets and liabilities of the Company.
75.2. Such books of account shall be kept and proper books of
account shall not be deemed to be kept with respect to the matters
aforesaid if there are not kept, at such place as the Board thinks
fit, such books as are necessary to give a true and fair view of
the state of the Company's affairs and to explain its
transactions.
75.3. Such books of account shall be retained for a minimum
period of five years from the date on which they are prepared.
75.4. No Member (not being a Director) shall have any right of
inspecting any account or book or document of the Company.
76. Financial Year End
The financial year end of the Company shall be 31st December in
each year but, subject to any direction of the Company in general
meeting, the Board may from time to time prescribe some other
period to be the financial year, provided that the Board may not
without the sanction of an Ordinary Resolution prescribe or allow
any financial year longer than eighteen months.
77. Certain Tax Filings
Each Director and any such other person, acting alone, as any
Director shall designate from time to time, are authorised to file
such tax forms as are customary to file with any applicable
governmental authority in connection with the formation, activities
and/or elections of the Company and such other tax forms as may be
approved from time to time by any Director or Officer. The Company
further ratifies and approves any such filing made by any Director
or such other person prior to the date of the Articles.
AUDITS
78. Audit
Nothing in these Articles shall be construed as making it
obligatory to appoint Auditors.
79. Appointment of Auditors
79.1. The Company may in general meeting appoint Auditors to
hold office for such period as the Members may determine.
79.2. Whenever there are no Auditors appointed as aforesaid the
Board may appoint Auditors to hold office for such period as the
Board may determine or earlier removal from office by the Company
in general meeting.
79.3. The Auditor may be a Member but no Director, Officer or
employee of the Company shall, during his continuance in office, be
eligible to act as an Auditor of the Company.
80. Remuneration of Auditors
80.1. The remuneration of an Auditor appointed by the Members
shall be fixed by the Company in general meeting.
80.2. The remuneration of an Auditor appointed by the Board in
accordance with these Articles shall be fixed by the Board.
81. Duties of Auditor
The Auditor shall make a report to the Members on the accounts
examined by him and on every set of financial statements laid
before the Company in general meeting, or circulated to Members,
pursuant to this Article during the Auditor's tenure of office.
82. Access to Records
82.1. The Auditor shall at all reasonable times have access to
the Company's books, accounts and vouchers and shall be entitled to
require from the Company's Directors and Officers such information
and explanations as the Auditor thinks necessary for the
performance of the Auditor's duties and, if the Auditor fails to
obtain all the information and explanations which, to the best of
his knowledge and belief, are necessary for the purposes of their
audit, he shall state that fact in his report to the Members.
82.2. The Auditor shall be entitled to attend any general
meeting at which any financial statements which have been examined
or reported on by him are to be laid before the Company and to make
any statement or explanation he may desire with respect to the
financial statements.
VOLUNTARY WINDING-UP AND DISSOLUTION
83. Winding-Up
83.1. The Company may be voluntarily wound-up by a Special Resolution.
83.2. To the extent that any assets remain after payment of all
debts, those assets shall be distributed to the shareholders in the
following order: (i) first, as much as possible, the repayment of
the nominal value of each Class A Share to the holders of Class A
Shares respectively pro rata to their respective shareholdings;
(ii) second, as much as possible, an amount per Class A Share to
the holders of Class A Shares equal to the share premium amount
that was included in the subscription price (excluding nominal
value of GBP0.0001) per Class A Share set on the initial issuance
of Class A Shares (prioritising public shareholders (as such term
is defined in the Listing Rules) before non-public shareholders);
(iii) third, as much as possible, the repayment of the nominal
value of each Class B Share to the holders of Class B Shares pro
rata to their respective shareholdings; (iv) fourth, as much as
possible, an amount per Class B Share equal to the share premium
amount that was included in the subscription price (excluding
nominal value) per Class B Share set on the initial issuance of the
Class B Shares; and (v) finally, the distribution, of any
liquidation surplus remaining to the holders of shares pro rata to
the number of shares held by each shareholder.
83.3. If the Company shall be wound up the liquidator may, with
the sanction of a Special Resolution, divide amongst the Members in
specie or in kind the whole or any part of the assets of the
Company (whether they shall consist of property of the same kind or
not) and may, for such purpose, set such value as he deems fair
upon any property to be divided as aforesaid. The liquidator may,
with the like sanction, vest the whole or any part of such assets
in the trustees upon such trusts for the benefit of the Members as
the liquidator shall think fit, but so that no Member shall be
compelled to accept any shares or other securities or assets
whereon there is any liability.
CHANGES TO CONSTITUTION
84. Changes to Articles
Subject to the Act and to the conditions contained in its
memorandum, the Company may, by Special Resolution, alter or add to
its Articles.
85. Changes to the Memorandum of Association
Subject to the Act and these Articles, the Company may from time
to time by Special Resolution alter its Memorandum of Association
with respect to any objects, powers or other matters specified
therein.
86. Discontinuance
86.1. The Board may exercise all the powers of the Company to
transfer by way of continuation the Company to a named country or
jurisdiction outside the Cayman Islands pursuant to the Act.
86.2. Only the Class B Shares shall carry the right to vote on
any resolution of the shareholders to approve any transfer by way
of continuation pursuant to this Article (including any Special
Resolution required to amend the constitutional documents of the
Company or to adopt new constitutional documents of the Company, in
each case, as a result of the Company approving a transfer by way
of continuation in a jurisdiction outside the Cayman Islands).
86.3. This Article 86 may only be amended by a Special
Resolution passed by at least 90 per cent of such Members as, being
entitled to do so, vote in person or, where proxies are allowed, by
proxy at a general meeting of which notice specifying the intention
to propose the resolution as a special resolution has been given,
or by way of unanimous written resolution.
FINANCIALS ACQUISITION CORP (the "Company")
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
For guidance on how to complete this Form of Proxy please refer
to the Notice of Extraordinary General Meeting on the Company's
website at https://www.finsac.co.uk
I/We, [--], being (a) Member(s) of the Company with [--]
ordinary shares, HEREBY APPOINT [--] of [--] or failing him, the
Chairman of the meeting of the Members as my/our proxy to vote for
me/us at the meeting of the Members to be held at 10 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, and
at any adjournment thereof. [Please specify any restrictions on
voting].
In respect of the Resolution described in the notice dated 23
June 2023, we/I hereby direct the above proxy to vote as
follows:
FOR AGAINST VOTE
WITHHELD
SPECIAL RESOLUTION
The Amended and Restated Memorandum
and Articles of Association of the
Company currently in effect be amended
and restated by the deletion in their
entirety and the substitution in
their place of the Second Amended
and Restated Memorandum and Articles
of Association annexed hereto.
---- -------- ----------
Dated this .............day of 2023
Signature
......................................................................................................................................
Full name(s) in which shares are registered
..................................................................................
PLEASE USE BLOCK LETTERS
Address of shareholder
..........................................................................................................
PLEASE USE BLOCK LETTERS
Notes:
1. A proxy need not be a member of the Company, but must attend
the meeting in person. You are responsible for ensuring that such
person attends the meeting and is aware of your voting
intentions.
2. Please indicate with a cross in the appropriate box how you
wish the proxy to vote. If you mark the box "Vote Withheld", it
will mean that your proxy will abstain from voting and,
accordingly, your vote will not be counted either for or against
the relevant resolution. If you fail to select any of the given
options, the proxy can vote as he or she chooses or can decide not
to vote at all. The proxy will act in his or her discretion in
relation to any business other than that specified above arising at
the meeting (including any resolution to amend a resolution or to
adjourn the meeting).
3. The instrument appointing a proxy shall be in writing under
the hand of the appointor or his attorney duly authorised in
writing or, if the appointor is a corporation, either under the
common seal or under the hand of an officer or attorney so
authorised.
4. In the case of joint holders of a share the vote of the
first-named holder on the Register of Members (whether voting in
person or by proxy) will be accepted to the exclusion of the votes
of the other joint holders in respect of the joint holding. For
this purpose, seniority shall be determined by the order in which
the names of such holders stand in the Register of Members in
respect of the joint holding.
5. This form of proxy and the power of attorney or other
authority (if any) under which it is signed, or a certified copy of
such power or authority, should be returned so as to reach the
Company's Registrar, Computershare Investor Services (Cayman)
Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by hand
or sent by post, so as to be received not less than 48 hours
(excluding non-business days) before the time fixed for the holding
of the meeting or any adjournment thereof (as the case may be) at
which the person named in the instrument proposes to vote and, in
default, the instrument of proxy shall not be treated as valid.
6. You may appoint more than one proxy to represent you at the
meeting provided that each proxy is appointed to exercise the
rights attaching to different shares held by you. Please insert the
number of shares in respect of which you wish to appoint the proxy
in the space provided. If you wish to appoint more than one proxy,
you may photocopy this form. If you submit more than one valid
proxy appointment but the instructions in such appointments are not
compatible with each other, the appointment received last before
the latest time for the receipt of proxies will take
precedence.
7. Any corporation which is a shareholder can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a shareholder.
8. Completion and return of this form of proxy will not preclude
members from attending and voting in person at the meeting should
they subsequently decide to do so. If you have appointed a proxy
and attend the meeting in person, your proxy appointment will
automatically be terminated. Otherwise, in order to revoke a proxy
instruction you will need to inform the Company by sending a signed
hard copy notice clearly stating your intention to revoke your
proxy appointment to the Company's Registrar, Computershare
Investor Services (Cayman) Limited, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY. In the case of a corporation, the revocation
notice must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice. The
notice of revocation must be received at least three hours before
the commencement of the meeting.
9. You may not use any electronic address provided in this form
of proxy to communicate with the Company for any purposes other
than those expressly stated.
10. The completion and return of this form of proxy will not
preclude a holder from attending the meeting and voting in person.
Should the holder, or a representative of that holder wish to
attend the meeting and/or vote at the meeting, either in person or
remotely, they must notify Computershare Investor Services (Cayman)
Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY in
writing or by email !UKALLDITeam2@computershare.co.uk.
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END
NOGEXLBLXQLEBBK
(END) Dow Jones Newswires
June 23, 2023 02:01 ET (06:01 GMT)
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