TIDMFINS TIDMFNWR
RNS Number : 7593R
Financials Acquisition Corp
30 October 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN FINANCIALS ACQUISITION CORP.,
LONDON INNOVATION UNDERWRITERS LIMITED OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF FINANCIALS ACQUISITION
CORP. OR LONDON INNOVATION UNDERWRITERS LIMITED.
Financials Acquisition Corp ("FAC" or the "Company")
Notice of Extraordinary General Meeting, commencement of
redemption period and Business Combination with London Innovation
Underwriters Limited ("LIU")
The Company announces that is has today posted a circular to its
shareholders convening an Extraordinary General Meeting ("EGM") to
be held at 10:00 a.m. on 14 November 2023 at the offices of Winston
& Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG
(the "Circular").
The Company further announces that it has today entered into a
business combination agreement with LIU ( the "Business
Combination").
A copy of the Circular is available from the Company's website,
https://www.finsac.co.uk/ .
All references to times in this timetable are to London times
and each of the times and dates are indicative only and may be
subject to change.
Terms used and not defined in this announcement shall have the
same meanings given to them in the Circular.
Overview
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 Business Combination is the result
of an extensive search for potential opportunities in the insurance
or broader financial services industries by FAC, utilising the
management team's skills and relationships within the insurance
industry and the Lloyd's of London market in particular.
Extraordinary General Meeting
The EGM is being convened in order to approve the Business
Combination.
The proposed resolutions set out in the Circular are
inter-conditional and each resolution must be approved in order for
the other resolutions to be deemed approved. The completion of the
Business Combination is conditional on each of the resolutions
being passed and, among other things, admission of LIU's Class A
Ordinary Shares and Public Warrants to the Official List (by way of
a Standard Listing under Chapters 14 and 20 of the FCA Listing
Rules), and to trading on the main market of the London Stock
Exchange, and LIU having received sufficient commitments pursuant
to the LIU Capital Raise (as defined below) to raise gross proceeds
(including any funds standing to the credit of the Company's escrow
account) of at least GBP150,000,000.
Redemption Period
In accordance with the Company's Articles of Association,
holders of Class A Ordinary Shares in the Company shall have the
right to redeem all or a portion of their Class A Ordinary Shares
at a per-share 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 Merger Effective Time (including
interest earned on the Escrow Account net of taxes payable, and not
previously released to the Company to pay its taxes) divided by the
number of then issued Class A Ordinary Shares in the Company,
conditional upon the Business Combination being approved and
consummated.
This right of redemption in connection with the Business
Combination is in addition to the opportunity for Public
Shareholders in the Company to redeem their Class A Ordinary Shares
if the Company has not completed a business combination by the
Business Combination deadline of 31 December 2023, in a pre-winding
up redemption.
This right of redemption in connection with the Business
Combination will apply whether or not a holder votes in favour of
the Resolutions at the General Meeting.
Upon completion of the Business Combination, holders of Class A
Ordinary Shares in the Company will be entitled to receive a
portion of a 200,000 issuance of new Class A Ordinary Shares in LIU
in consideration of them not exercising their rights of redemption
in relation to the Business Combination.
Further details on the redemption of Class A Ordinary Shares in
the Company are set out in the Circular.
Business Combination with LIU
Today the Company is proposing to shareholders a business
combination with LIU, an entity which has been formed by certain
directors of FAC to effect the Business Combination and deploy
funds into the Lloyd's of London insurance market. After the
Business Combination is effective FAC will become a wholly owned
subsidiary of LIU, with LIU and its subsidiaries together with FAC
being the "Enlarged Group". In connection with, and conditional
upon the consummation of, the Business Combination, LIU is
proposing to raise up to GBP300 million in a placing of new shares
(the "LIU Capital Raise").
The Enlarged Group intends over time to target an insurance book
comprising the following three main strategies:
(a) Core Syndicates;
(b) Innovation and Seed Syndicates; and
(c) Broad Market Exposure.
The Syndicates have been and will be selected by the Enlarged
Group with the intention of achieving differentiated exposure to
underwriting risks within the Lloyd's market and diversification.
The board of directors of the Company (the "Board") and the board
of directors of LIU (the "LIU Board") intend that the Enlarged
Group will access Lloyd's market underwriting principally through
London Bridge 2 ("LB2"), an insurance risk transformer vehicle. The
board of directors of LIU plan to deploy capital through two
principal channels, being the establishment and funding of its own
corporate Member ("Member") and the writing of other reinsurance
arrangements, as follows:
(a) corporate Lloyd's Member: LIU is in the process of
establishing a wholly-owned corporate Lloyd's Member, LIU Corporate
Member Limited ("LLV"), and a related LB2 cell. LLV has applied to
Lloyd's of London to become a corporate Lloyd's Member and, once
its membership has been approved, LLV will be able to participate,
as an underwriting Lloyd's Member, on Syndicates. The LIU Board
intend that LLV will participate on Syndicates with funds at
Lloyd's ("FAL") provided through reinsurance arrangements between
the corporate Lloyd's Member and an LB2 cell funded by LIU; and
(b) other reinsurance arrangements: the Enlarged Group intends
to establish further LB2 cells, which it intends to use to support
other reinsurance arrangements through the provision of FAL to a
third-party corporate Lloyd's Member(s) through excess of loss or
quota share reinsurance arrangements or collateralised reinsurance
directly to Syndicates.
The Business Combination, is the result of an extensive search
for potential opportunities in the insurance or broader financial
services industries, utilising the management team's skills and
relationships within the insurance industry and the Lloyd's of
London market in particular.
In evaluating the Business Combination, the Board (excluding
William Allen and Andrew Rear, who were excluded from such
considerations due to their positions as directors and shareholders
of the Company (as applicable) and also excluding David Morant due
to his appointment as Chief Financial Officer of the Company with
effect from Admission) (such remaining members of the Board, the
"Independent FAC Directors") consulted with their legal counsel,
financial and accounting advisors and other advisors. The
Independent FAC Directors considered a number of factors pertaining
to the Business Combination, including but not limited to, the
following factors:
The Lloyd's of London insurance market has a strong track record
of innovation and underwriting expertise which LIU intends to
access, via LB2. The Company believes that through the Business
Combination, the Enlarged Group can create an efficient vehicle for
investors to access attractive returns in the Lloyd's of London
insurance market without paying significant goodwill or adding
further fee structures.
Strong relationships with underwriters and other key figures in
the insurance market : The Company believes that the Enlarged
Group's management team, the LIU Board and the Board have the
skills and relationships with some of the best underwriters in the
Lloyd's market to execute the Enlarged Group's business
strategy.
-- Attractive underwriting environment . The Lloyd's market has
seen prices rise significantly over the past five years with rates
significantly exceeding claims inflation. The Company and LIU
believe that the Enlarged Group will be able to deploy its capital
in a materially efficient manner under the Lloyd's capital model to
pre-identified Syndicates with underwriting capacity.
-- Strong investment returns . The Company and LIU expects the
Enlarged Group to receive significant investment income on premiums
received which is expected to be a strong driver of
profitability.
-- Limited prior year exposure . By writing the 2024 year of
account and onwards, the Enlarged Group will have limited exposure
to prior loss years which have been developing unfavourably due to
higher than expected claims inflation. Acquiring an existing
business operating in the Lloyd's market could bring substantial
reserve risk.
William Allen, Chief Executive Officer of FAC and Executive
Director of LIU commented:
"The board of LIU believe that the current market backdrop
presents an opportunity for a wide range of institutional and
retail investors to gain capital efficient liquid access and
diversified exposure to the Lloyd's of London insurance market.
Supported by its highly experienced management team, LIU will
provide investors with access to a diverse portfolio of some of the
best performing syndicates the Lloyd's market offers together with
the opportunity to benefit from fast growing risk classes and
broader innovation across the market."
Paul Jardine, Senior Independent Director of the Company
commented:
"The business combination of FAC with LIU and creation of a
London Stock Exchange main market listed operating company is
intended to offer investors with balanced access to a wide range of
syndicates on the Lloyd's market combined with high standards of
corporate governance and transparency. LIU will offer an investment
opportunity to investors whilst also supporting continued
innovation and growth within the Lloyd's market."
Recommendation
The Independent FAC Directors of the Company unanimously
consider the approval of all resolutions set out in the Circular to
be in the best interests of the Company. Accordingly, the
Independent FAC Directors recommend that Shareholders, as
applicable, vote in favour of all the Resolutions set out in the
Circular. In doing so, they have received independent financial
advice that the Business Combination is fair and reasonable as far
as the Public Shareholders are concerned.
Expected Timetable of Principal Events
Event Expected time/date (London time)
Posting of the Circular, Forms of Proxy and Form of Instruction 30 October 2023
-----------------------------------------
Redemption election through CREST available 30 October 2023
-----------------------------------------
Latest time and date for receipt of Forms of Instruction 10 a.m. on 9 November 2023
-----------------------------------------
Latest time and date for receipt of CREST voting instructions 10 a.m. on 9 November 2023
-----------------------------------------
Latest time and date for Forms of Proxy 10 a.m. on 10 November 2023
-----------------------------------------
Latest time and date for receipt of redemption requests in respect of 1.00 p.m. on 10 November 2023
Class A Ordinary Shares
-----------------------------------------
Record date for redemption of Class A Ordinary Shares 6.30 p.m. on 10 November 2023
-----------------------------------------
Voting record date for the General Meeting 6.30 p.m. on 10 November 2023
-----------------------------------------
General Meeting 10 a.m. on 14 November 2023
-----------------------------------------
Record date for the Business Combination and issue of 6.30 p.m. on 14 November 2023
Additional Shares
-----------------------------------------
Announcement of the result of the General Meeting 14 November 2023
-----------------------------------------
Redemption payment date within five Trading Days of the Business
Combination Date
-----------------------------------------
Business Combination Closing Date 15 November 2023
-----------------------------------------
LIU Admission 15 November 2023
-----------------------------------------
The dates and times above (all of which are London time) are
based on the Company ' s current expectations and may be subject to
change.
For further information contact
FGS Global (Financial PR advisor to Financials Acquisition
Corp)
Conor McClafferty / Charlie Chichester / Richard
Webster-Smith
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
UBS (Joint Global Co-ordinator & Joint Bookrunner)
+44 (0)20 7567 8000
HSBC (Joint Global Co-ordinator & Joint Bookrunner)
+44 (0)20 7991 8888
Panmure Gordon (Joint Bookrunner)
+44 (0) 20 7886 2500
Keefe, Bruyette & Woods, a Stifel Company (Joint
Bookrunner)
+44 (0) 20 7663 5400
The Growth Stage (Joint Bookrunner)
+44 (0) 20 3883 4045
IMPORTANT LEGAL INFORMATION
The contents of this announcement have been prepared by, and are
the sole responsibility of, the Company.
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 the release of this announcement
on behalf of the Company is William Allen, Chief Executive
Officer.
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 or LIU 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 in LIU should only be made on the basis of the
FCA-approved prospectus, which will be published in due course by
LIU.
This announcement is an advertisement and 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.
Neither the Company nor LIU has 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. Each of the Company, UBS AG London
Branch ("UBS") and HSBC Bank plc ("HSBC", and together with UBS,
the "Joint Global Coordinators"), The Growth Stage Limited ("TGS"),
Panmure Gordon (UK) Limited ("Panmure") and Stifel Nicolaus Europe
Limited (trading as Keefe, Bruyette & Woods) ("KBW", and
together with the Joint Global Coordinators, TGS and Panmure, the
"Banks") and their respective affiliates as defined under Rule
501(b) of Regulation D of the Securities Act ("affiliates"),
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 Financial Conduct Authority
("FCA") or the UK Market Abuse Regulation.
Each of the Banks and, except as required by applicable law, the
Company expressly disclaim 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.
None of the Banks, nor any of their respective subsidiaries,
holding companies, branches or affiliates nor any of their
respective directors, officers, employees, agents or advisers owes
or accepts any duty, responsibility or liability whatsoever
(whether direct or indirect and whether arising in contract, in
tort, under statute or otherwise) to any person in relation to this
announcement or for any acts or omissions of the Company, and no
representation or warranty, express or implied, is made by any of
them as to the contents of this announcement, including its
accuracy, completeness, verification or sufficiency, or for any
other statement made or purported to be made by the Company, or on
its behalf, or by any of the Banks, or on their behalf, in
connection with the Company, LIU, nor any of their respective
subsidiaries or associated companies, and nothing in this
announcement should be relied upon as a promise or representation
in this respect, whether or not to the past or future. To the
fullest extent permitted by law, each of the Banks and their
respective subsidiaries, holding companies, branches and affiliates
and their respective directors, officers, employees, agents, or
advisers accordingly disclaim all and any responsibility or
liability whatsoever (whether direct or indirect and whether
arising in tort, contract, under statute or otherwise), which they
might otherwise have in respect of this announcement.
UBS is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority ("PRA") and subject to regulation
by the FCA and limited regulation by the PRA in the United
Kingdom.
HSBC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority.
Each of Panmure, KBW and TGS is authorised and regulated in the
United Kingdom by the FCA.
Each of the Banks are acting exclusively for the Company in
connection with the process or contents of this announcement. In
connection with such matters, each of the Banks will not regard any
other person as its client, nor will it be responsible to any other
person for providing the protections afforded to its clients or for
providing advice in relation to the process, contents of this
announcement or any other matter referred to herein.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOEKZMFGVGMGFZM
(END) Dow Jones Newswires
October 30, 2023 12:55 ET (16:55 GMT)
Financials Acquisition (LSE:FINS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Financials Acquisition (LSE:FINS)
Historical Stock Chart
From Apr 2023 to Apr 2024
