TIDMFINS TIDMFNWR
RNS Number : 9627T
Financials Acquisition Corp
20 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.
20 November 2023
FINANCIALS ACQUISITION CORP
(the "Company")
Update on Cessation of Operations and Redemption of Class A
Ordinary Shares
Update on Winding Up Process
Further to its announcement on 13 November 2023 as to the
termination of the proposed business combination between London
Innovation Underwriters Limited and Financials Acquisition Corp
(LSE: FINS), (the "Company"), the Company today announces the
appointment of Interpath (Cayman) Limited ("Interpath") as an
independent advisor to supervise the allocation of payments to
creditors and the redemption of class A ordinary shares in the
Company (the "Class A Ordinary Shares").
Update on Redemption and Liquidation Process
In addition to ceasing all operations except for the purpose of
redeeming the Class A Ordinary Shares and the orderly winding up,
the Company will:
(i) work together with Interpath to seek to confirm any
outstanding creditors of the Company;
(ii) notify shareholders of the Company, by way of an
announcement, of the approximate redemption price per Class A
Ordinary Share (the "Redemption Price", being the amount then on
deposit in the Company's escrow account, including interest earned
on the funds therein and not previously released to the Company
(less any taxes payable, an amount to pay dissolution expenses, and
subject to obligations to provide for amounts to be paid to
creditors and other requirements of applicable law), divided by the
number of Class A Ordinary Shares then outstanding but excluding
any Class A Ordinary Shares for which redemption rights have been
waived);
(iii) as promptly as reasonably possible following the
announcement of the Redemption Price, redeem the Class A Ordinary
Shares then outstanding (excluding any Class A Ordinary Shares for
which redemption rights have been waived); and
(iv) as promptly as reasonably possible following such
redemption, subject to the approval of the Company's then remaining
shareholders, place the Company into liquidation and appoint
Elizabeth Mackay and Cassandra Ronaldson, of Interpath, as
voluntary liquidators to wind down and dissolve the Company.
As the Redemption Price is anticipated to be 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"), the Company shall announce the Redemption Price
as soon as possible upon it being determined by the Company,
subject to the UK Market Abuse Regulation.
In accordance with the articles of association of the Company
(the "Articles"), upon payment of the Redemption Price, the
redemption will extinguish the rights of holders of Class A
Ordinary Shares as shareholders of the Company, including the right
to receive further liquidation distributions, if any, unless
otherwise determined by the Company.
Expected Timetable of Events
Each of the following times and dates noted below is indicative
only and subject to change without further notice. All references
to dates and times are to London times
Event Expected Timetable
Announcement of Redemption Price..................... "T"
Record date for redemption of Class A Ordinary
Shares...................................................
...... 6.30 p.m. on T
Redemption of Class A Ordinary Shares.................. T + 1 Trading Day (as defined in the Articles)
Redemption Price payment date........................... Within five Trading Days of T(1)
Appointment of voluntary liquidator...................... As soon as reasonably possible following redemption of
the Class A Ordinary Shares
Dissolution of the During Q2 2024
Company................................
Note:
(1) To be no later than 15 January 2024 (being ten business days
after the Business Combination Deadline, as defined in the
Articles).
Public Warrants and Sponsor Warrants
There are no redemption rights or liquidating distributions with
respect to the issued warrants of the Company, which will
automatically expire without value upon completion of the
liquidation of the Company.
Cancellation of Listing
Following the redemptions becoming effective and the liquidator
being appointed, the Company expects the Financial Conduct
Authority to cancel the listing of its Class A Ordinary Shares and
public warrants on the standard listing segment of the official
list, and consequently, to admission to trading of the Class A
Ordinary Shares and public warrants on the main market for listed
securities of the London Stock Exchange. The cancellation shall
occur no earlier than the date falling twenty (20) business days
after the date of this announcement and, in any case, is expected
to be simultaneous with, or shortly following, the redemption of
the Class A Ordinary Shares as described herein.
A further announcement on the timing of the cancellation of
listing will be published in due course.
Creditors of the Company
In accordance with the Articles, the redemption of the Class A
Ordinary Shares is subject to the Company's obligations under
Cayman Islands law to provide for the priority claims of creditors
and other requirements of applicable law.
Creditors of the Company are requested, as soon as possible,
and, in any event, by no later than 1 December 2023, to submit: (i)
their names and email addresses; (ii) the particulars of their
purported debts; and (iii) the names and address of their
attorneys-at-law (if any) to Interpath at
niall.freeman@interpathadvisory.com .
Ahead of the determination of the Redemption Price, best efforts
will be made by the Company to settle or otherwise provide for
creditors. However, this will be based on the information available
to the Company at that time. Creditors are therefore encouraged to
contact Interpath as soon as possible and, in any event, by no
later than 1 December 2023 in relation to any purported debts owing
to them by the Company. In circumstances where a creditor is unable
to particularise their purported debt by this date, they are still
encouraged to contact Interpath to inform them of any unliquidated,
contingent or prospective claims which may be relevant to the
exercise of making appropriate provisions for actual or potential
creditors.
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
will@fins.ac
Interpath (Cayman) Limited
Elizabeth Mackay (Managing Director)
Cassandra Ronaldson (Director)
elizabeth.mackay@interpathadvisory.com
cassandra.ronaldson@interpathadvisory.com
FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
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 or its 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, 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 Listing Rules or
the Disclosure Guidance and Transparency Rules of the FCA or the UK
Market Abuse Regulation.
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END
MSCPPGRUGUPWUQU
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November 20, 2023 02:00 ET (07:00 GMT)
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