TIDMFINS TIDMFNWR
RNS Number : 2051T
Financials Acquisition Corp
13 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
13 November 2023
FINANCIALS ACQUISITION CORP
Update on Business Combination
Cancellation of EGM
Update on Business Combination
Financials Acquisition Corp (the "Company") today announces the
termination of the business combination agreement entered into
with, among others, London Innovation Underwriters Limited ("LIU")
on 30 October 2023 regarding a proposed business combination (the
"Business Combination"), in light of LIU receiving insufficient
commitments, given volatile capital markets, to ensure that the
Minimum Cash Condition (as defined in the circular posted to
shareholders of the Company on 30 October 2023, the "Circular")
could be satisfied.
Cancellation of EGM
In view of the termination of the Business Combination
Agreement, the Company announces that the extraordinary general
meeting of the Company to be held at 10:00 a.m. on 14 November
2023, notice of which was included in the Circular, has been
cancelled.
Next Steps for the Company
Company believes that it is unlikely that it will be able to
complete a business combination on or before 31 December 2023 (the
"Business Combination Deadline"), being the deadline for completion
under the Company's memorandum and articles of association (the
"Articles"), and the Company does not plan to seek a further
extension period to the Business Combination Deadline.
Consequently, the Company proposes to cease operations, other
than for the purpose of returning funds to Shareholders and
conducting an orderly winding up of the Company. In order to ensure
due payment of creditors, the Company proposes to appoint a
liquidator as soon as practicable to administer the winding up of
operations, and expects to release a further announcement regarding
this process in due course.
The Company proposes to redeem its Class A Ordinary Shares, at a
per-share price calculated pursuant to the Articles, in advance of
the Business Combination Deadline, and shall notify shareholders
with further information regarding such automatic redemption in due
course. As promptly as is reasonably possible following the
redemptions in anticipation of winding up, and subject to the
approvals and conditions set out in the Articles, the Company shall
liquidate and dissolve.
There are no redemption rights or liquidating distributions with
respect to the Public Warrants, which will automatically expire
without value upon completion of the liquidation of the
Company.
Redemption elections in connection with the Business
Combination
Redemption elections made for all or a portion of the Class A
Ordinary Shares held by shareholders, as invited pursuant to the
Circular, were conditional upon the Business Combination being
approved and consummated. Consequently, any redemption elections
received in respect of the Business Combination shall lapse.
All such Class A Ordinary Shares shall be entitled to redemption
upon winding up of the Company in accordance with the Articles. No
action is required to be taken by holders of Class A Shareholders
at this time and any redemptions upon a winding up shall be
automatic, in accordance with the Articles.
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 the
market abuse regulation (EU No. 596/2014), as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (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.
The Company's LEI is 254900SWRQCI5ZUQEF15.
DISCLAIMER
The contents of this announcement have been prepared by, and are
the sole responsibility of, the Company.
This announcement may contain forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's, LIU'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, the
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.
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END
UPDUUOORONUAAUA
(END) Dow Jones Newswires
November 13, 2023 02:00 ET (07:00 GMT)
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