TIDMFINS TIDMFNWR
RNS Number : 5687F
Financials Acquisition Corp
11 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
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WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
11 July 2023
Financials Acquisition Corp
(the "Company")
Results of General Meeting for the extension of the Business
Combination Deadline and redemption election
Amendment and Restatement of Warrant Instrument and Notice to
Warrant Holders
Financials Acquisition Corp (the "Company"), a special purpose
acquisition company, is pleased to announce that the Resolution put
to Shareholders at the General Meeting of the Company held
yesterday was duly passed resulting in an extension of the Business
Combination Deadline to 31 December 2023 and the adoption of other
amendments to the Articles of Association, as proposed in the
circular incorporating the notice of the General Meeting dated 23
June 2023 (the "Circular"). The Company also announces the results
of redemption elections in connection with the extension of the
Business Combination Deadline.
The results of the voting on the Resolution at the General
Meeting are set out below and full details of the Resolution were
set out in the notice of General Meeting at the end of the
Circular. The results of the redemption election in connection with
the extension of the Business Combination Deadline and next steps
are also set out below.
The Company also announces that, following approval of the
Resolution at the General Meeting, it has entered into a Deed of
Amendment and Restatement dated 10 July 2023 in relation to the
Warrant Instrument (the "Amended and Restated Warrant Instrument")
amending and restating the Warrant Instrument dated 6 April 2022
relating to the Warrants, as indicated in the Circular. A notice to
Warrant Holders summarising the amendments made in the Amended and
Restated Warrant Instrument is set out in Appendix 1 to this
announcement.
Results of voting on the Resolution at the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Shareholder present (including in person or by proxy)
was entitled to exercise one vote per Share held and the voting on
the Resolution was taken on a poll and the results were as
follows:
Resolution Votes For Votes Against Abstains
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 to
the notice of Extraordinary
General Meeting. 11,139,113 2,465,481 -
------------ --------------- ---------
The total number of Shares carrying voting rights in issue at
the voting record date for the General Meeting was 19,312,500,
comprising 15,450,000 Ordinary Shares and 3,862,500 Sponsor Shares.
Each Ordinary Share and each Sponsor Share entitled its holder to
one vote on the Resolution.
A copy of the Articles of Association reflecting the amendments
approved by Shareholders at the General Meeting will shortly be
available on the Company's website at: https://www.finsac.co.uk
.
Results of redemption elections in connection with the extension
of the Business Combination Deadline
The table below sets out the results of the redemption elections
in connection with the extension of the Business Combination
Deadline. Redemption elections could be made for all or a portion
of the Ordinary Shares held by Ordinary Shareholders (excluding
those Ordinary Shares held by the Sponsor Entities) and the results
were as follows:
Number of Ordinary Shares Number of Ordinary Shares not
redeemed redeemed
12,383,019 2,616,981
------------------------------
The total number of Ordinary Shares eligible for redemption in
connection with the extension of the Business Combination Deadline
was 15,000,000.
For Ordinary Shareholders who elected to redeem all or a portion
of their Ordinary Shares, the redemption amount per Ordinary Share,
payable in cash, will be GBP10.53 per Ordinary Share (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).
At the redemption amount of GBP10.53 per Ordinary Share, the
aggregate redemption amount for Ordinary Shares validly tendered
for redemption in connection with the extension of the Business
Combination Deadline will be approximately GBP130,393,190.
Following such redemptions, the balance of approximately GBP29
million will remain in the Escrow Account and the Company will have
3,066,981 Ordinary Shares [1] in issue, which together with the
3,862,500 Sponsor Shares will result in the Company's issued voting
share capital being 6,929,481 Shares. The Company does not and will
not hold any Shares in treasury.
The Ordinary Shares eligible for redemption but not redeemed
represent approximately 17.5 per cent. of the Ordinary Shares
eligible for redemption, which compares to less than 1 per cent. on
average for the other UK listed acquisition vehicles which have
extended their deadlines since the start of 2023. [2]
Update on Proposed Transaction
The Company has held discussions with its Shareholders in recent
weeks and has received positive feedback from many investors
regarding the structure and timing of the Proposed Transaction.
Through these discussions, certain non-redeeming and redeeming
Shareholders have expressed an intention to support the Company's
proposal in raising additional capital. Management has also
progressed discussions with potential Lloyds syndicate partners and
looks forward to providing an update to the market in due
course.
Next steps for redemption of Ordinary Shares
Ordinary Shareholders who validly tendered for redemption all or
a portion of their Ordinary Shares on or before the Redemption
Notice Delivery Deadline shall, following yesterday's approval of
the Resolution at the General Meeting, have such Ordinary Shares
redeemed and payment in respect of the redemption of such Ordinary
Shares will be made by the Paying Agent on 17 July 2023 or as soon
as practicable thereafter (expected to be no later than 24 July
2023).
Ordinary Shareholders who elected to redeem a portion of, or who
did not elect to redeem any of, their Ordinary Shares in connection
with the extension of the Business Combination Deadline will (with
the exception of the Sponsor Entities) retain the right to redeem
their remaining Ordinary Shares in accordance with the Articles of
Association upon completion of a Business Combination if one is
consummated, or upon a further amendment to the Articles of
Association or, if the Company has not completed a Business
Combination by the new Business Combination Deadline of 31 December
2023, in a redemption prior to the winding-up of the Company.
As explained in the Company's announcement on 23 June 2023, the
redemption of Ordinary Shares held by an Ordinary Shareholder does
not trigger the repurchase or redemption of the Warrants held by
such Ordinary Shareholder (if any). Accordingly, Ordinary
Shareholders whose Ordinary Shares are redeemed by the Company will
retain all rights in respect of any Warrants that they may hold at
the time of such redemption.
Amendment and restatement of Warrant Instrument
The Company has entered into a Deed of Amendment and Restatement
dated 10 July 2023 in relation to the Warrant Instrument (the
"Amended and Restated Warrant Instrument") amending and restating
the Warrant Instrument dated 6 April 2022 relating to the Warrants,
as indicated in the Company's announcement on 23 June 2023. A
notice to Warrant Holders summarising the amendments made in the
Amended and Restated Warrant Instrument is set out in Appendix 1 to
this announcement.
The purpose of entering into the Amended and Restated Warrant
Instrument was to align the definition of "Business Combination",
"Business Combination Deadline" and "Extension Period" in the
Warrant Terms & Conditions with the definitions in the Articles
of Association following approval of the Resolution and the
amendments to the Articles of Association becoming effective.
A notice to Warrant Holders summarising the amendment made in
the Amended and Restated Warrant Instrument is set out in Appendix
1 to this announcement.
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 copy of the Amended and Restated Warrant Instrument will
shortly be available on the Company's website at:
https://www.finsac.co.uk .
Capitalised terms used but not defined in this announcement have
the meanings given to them in Appendix 2.
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
will@fins.ac
FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
The information contained in this announcement is deemed by the
Company to constitute inside information for the purposes of
Article 7 of the UK Market Abuse Regulation. By publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is William Allen, Chief
Executive Officer.
The Company's LEI is 254900SWRQCI5ZUQEF15.
DISCLAIMER
These materials may not be published, distributed or transmitted
in the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction where such release, publication or distribution
would be unlawful. These materials do not constitute an offer to
sell or an invitation to subscribe for, or the solicitation of an
offer or invitation to buy or subscribe for securities (the
"Securities") of the Company in any jurisdiction where such an
offer or solicitation is unlawful. The Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the "Securities Act"). There will be no public offering
of the Securities in the United States. The Securities have not
been, and will not be, registered under the Securities Act or under
the applicable securities laws of Australia, Canada, Japan or South
Africa. The Securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa.
This publication constitutes neither an offer to sell nor a
solicitation to buy Securities. An investment decision regarding
the Securities should only be made on the basis of the FCA-approved
prospectus, which will be published in due course if the Company is
able to agree the terms of any Business Combination and enter into
definitive binding agreements in respect of such transaction and
will be available free of charge on the Company's website.
This announcement does not constitute a prospectus. In the
United Kingdom, this announcement is only being distributed to, and
is only directed at, "qualified investors", within the meaning of
Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 (as amended),
who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). This
announcement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement
relates is only available to Relevant Persons and will be engaged
only with Relevant Persons.
The Company has not authorised any offer to the public of
Securities in any Member State of the European Economic Area. With
respect to any Member State of the European Economic Area (each a
"Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member
States to persons who are "qualified investors" within the meaning
of Article 1(4)(a) and Article 2(e) of Regulation (EU) 2017/1129,
as amended.
This announcement may contain forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's or the Directors' expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statement that refers to projections, forecasts or
other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking
statement. The words "anticipate", "believe", "continue", "could",
"estimate", "expect", "intend", "may", "might", "plan", "possible",
"potential", "predict", "project", "seek", "should", "would" and
similar expressions, or in each case their negatives, may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
Forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the
current expectations and assumptions regarding the Company, a
Business Combination, the business, the economy and other future
conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements are not guarantees
of future performance and the Company's actual financial condition,
actual results of operations and financial performance, and the
development of the industries in which it operates or will operate,
may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations and the development of the industries in which it
operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of financial condition, results
of operations or developments in subsequent periods. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include regional, national
or global, political, economic, social, business, technological,
competitive, market and regulatory conditions.
Any forward-looking statement contained in this announcement
applies only as of the date of this announcement and is expressly
qualified in its entirety by these cautionary statements. Factors
or events that could cause the Company's actual results to differ
may emerge from time to time, and it is not possible for the
Company to predict all of them. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which any
forward-looking statement contained in this announcement is based,
unless required to do so by applicable law, the Prospectus
Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the FCA or the UK Market Abuse
Regulation.
APPIX 1
Notice to Warrant Holders
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendment made in the
Amended and Restated Warrant Instrument.
The following definitions in section 1 of the Warrant Instrument
have been deleted and replaced in the Amended and Restated Warrant
Instrument as follows:
"Business Combination" has the meaning ascribed to it in the
Articles of Association
"Business Combination Deadline" has the meaning ascribed to it
in the Articles of Association
"Extension Period" has the meaning ascribed to it in the
Articles of Association
Should any Warrant Holder have any queries in relation to the
contents of this announcement, such Warrant Holder should contact
the Company using the following contact details: William Allen (
will@fins.ac ).
APPIX 2
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Articles of Association" the memorandum and articles of association
............................. of the Company, as at the date of
this document;
"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 31 December 2023 following
the approval of the Resolution at
the General Meeting;
"Company" ..................................................... Financials Acquisition Corp, a Cayman
Islands exempted company;
"Directors" ...................................................... the directors of the Company;
"Disclosure Guidance and the disclosure guidance and transparency
Transparency Rules" rules of the FCA made in accordance
............................................................... with section 73A of the FSMA;
"Escrow Account" ......................................... the escrow account opened by the
Company with the Escrow Agent;
"Escrow Agent" .............................................. HSBC Bank plc;
"Extension" ..................................................... the extension of the Business Combination
Deadline from 13 July 2023 to 31
December 2023;
"Escrow Account Overfunding" the proceeds of additional funds
................ committed to the Company through
the subscription for Overfunding
Shares at a subscription price of
GBP10.00 per share at the time of
the IPO;
"FCA" ............................................................... the UK Financial Conduct Authority;
"FSMA" ............................................................ the UK Financial Services and Markets
Act 2000, as amended;
"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;
"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;
..........................
"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;
"Proposed Transaction" the proposed Business Combination
opportunity for the Company announced
"Prospectus Regulation Rules" on 21 June 2023;
.................. the prospectus regulation rules
of the FCA made pursuant to section
73A of the FSMA, as amended from
time to time;
"Redemption Notice Delivery 1.00 p.m. (London time) on 6 July
Deadline" . 2023, being the date two Trading
Days prior to the date of the General
Meeting;
"Resolution" .................................................... the special resolution of the Company
passed at the General Meeting;
"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;
"Shares" ........................................................... the shares in the Company outstanding
from time to time and including
the Ordinary Shares and the Sponsor
Shares;
"Sponsor Entities" ......................................... FINSAC LLP, a limited liability
partnership incorporated in England
and Wales with registered number
OC436138 and its successors or assigns
and/or FINSAC II LLP, a limited
liability partnership incorporated
in England and Wales with registered
number OC440377 and its successors
or assigns;
"Sponsor Shares" ........................................... the Class B ordinary shares of the
Company issued to the Sponsor Entities,
each with a par value of GBP0.0001
per share, comprising sub-class
B1 ordinary shares, sub-class B2
ordinary shares, and sub-class B3
ordinary shares which convert to
Ordinary Shares on a one for one
basis upon completion of the Business
Combination (subject to adjustment
in certain circumstances);
"Sponsor Warrants" ..................................... warrants with no par value subscribed
for by the Sponsor Entities;
"Trading Day" ............................................... a day on which the main market of
the London Stock Exchange (or such
other applicable securities exchange
or quotation system on which the
Ordinary Shares or Warrants are
listed) is open for business (other
than a day on which the main market
of the London Stock Exchange (or
such other applicable securities
exchange or quotation system) is
scheduled to or does close prior
to its regular weekday closing time;
"UK Market Abuse Regulation" Regulation (EU) No 596/2014 as it
................ forms part of retained EU law by
virtue of the European Union (Withdrawal)
Act 2018, as amended;
"United Kingdom" or "UK" the United Kingdom of Great Britain
......................... and Northern Ireland;
"Warrant Holder" ......................................... a holder of Warrants;
"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.
[1] Including 450,000 Ordinary Shares held by Sponsor Entities
which are not eligible for redemption.
[2] Acquisition vehicles listed in the UK which initially raised
over GBP100 million and which carried out a first extension since 1
January 2023
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END
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