RCS - EPIC Acquisition - Publication of Circular and notice of EGM

Euronext NVAnnouncement

30/03/2023 19:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230330:nRSd8463Ua&default-theme=true

RNS Number : 8463U  EPIC Acquisition Corp  30 March 2023

EPIC Acquisition Corp proposes extension of the Business Combination Deadline

AMSTERDAM - 30 March 2023 / EPIC Acquisition Corp (the "Company"), a special
purpose acquisition company incorporated on 5 May 2021, under the laws of the
Cayman Islands, as an exempted company with limited liability for the purpose
of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganisation or similar business combination with a single
business (a "Business Combination"), announces today the publication of a
shareholder circular and notice of an extraordinary general meeting of the
Company's shareholders (the "Circular") to be held on 21 April 2023 at 14:00
CET ("EGM"). The Circular can be found on the Company's website at
https://www.epicacquisitioncorp.com/investorrelations/news-and-publications.php.

Since the Company's initial public offering ("IPO"), the Company has
identified and engaged with a number of potential targets for a Business
Combination and remains in discussions with multiple potential targets. The
Board has not yet selected a target company with which it would propose a
Business Combination, but remains optimistic and, to this end, it is the
opinion of the Board that it would be in the best interests of Shareholders to
extend the Initial Business Combination Deadline (as defined below), so that
the Company may continue its on-going discussions with potential targets and
the wider search for a suitable Business Combination.

The Company invites all shareholders (each a "Shareholder" and together the
"Shareholders") to consider and vote on the matters detailed in the Circular
at the EGM to be held at 14:00 CET on 21 April 2023. At the EGM, the
Shareholders will vote on a new redemption structure and extension of the
Initial Business Combination Deadline (as defined below) of the Company.

The Company proposes to extend the Company's initial business combination
deadline of 25 April 2023 (the "Initial Business Combination Deadline" and,
subject to extensions, the "Business Combination Deadline") on the basis of a
new extension and redemption structure on the terms and conditions set out in
the Circular, whereby the Company will have a maximum of nine months from the
Initial Business Combination Deadline to complete a Business Combination. The
new extension periods provide for (i) an initial three‑month extension
period from the Initial Business Combination Deadline (the "First Extension"),
and thereafter (ii) the board of directors of the Company (the "Board") will
have the right to extend the Business Combination Deadline up to six times by
an additional month each time (each such extension a "Subsequent Extension",
and, together with the First Extension, the "Extensions").

In connection with the First Extension, EAC Sponsor Limited (the "Sponsor")
has undertaken to pay into the Company's escrow account ("Escrow Account") an
amount equal to €0.03 in relation to each Public Share (in aggregate, the
"Public Shares", being the Class A Ordinary Shares in the capital of the
Company excluding the Class A Ordinary Shares issued to the Sponsor and its
affiliates at the time of the IPO, ESO Alternative Investments LP and a fund
of TT Bond Partners (together the "Sponsor Affiliates")) which remains
outstanding after the Pre-Extension Share Redemption (as defined below) (each
a "Remaining Public Share") (up to €410,459 in aggregate). In connection
with each Subsequent Extension, the Sponsor has undertaken to pay into the
Escrow Account an amount equal to €0.01 in relation to each Remaining Public
Share (up to €136,820 in aggregate for each Subsequent Extension). The
Company will apply the Unused Overfunding Amount (as defined below) to offset
the Sponsor's payment obligations in connection with the Extensions.

Prior to and in connection with the proposed new extension structure, holders
of Class A Ordinary  Shares will be permitted to redeem their Class A
Ordinary Shares (each such redemption being a "Pre-Extension Share
Redemption") between 30 March 2023, 21:00 CET, and 19 April 2023, 15:00 CET
(such Shareholders being the "Redeeming Shareholders"), provided however that
such Class A Ordinary Shares will only be redeemed if Shareholders approve the
Extension Proposal at the EGM and the Board Non‑Extension Decision (as
defined in the Circular) lapses without having been taken by the Board. The
proposed scope of the Share Redemption Arrangement (as defined in the
Circular) will be extended (a) to the redemption of Public Shares for the
gross redemption price equal to €10.225 per Public Share plus any interest
accrued on the purchase price for each Public Share divided by the number of
Public Shares issued and outstanding less any release fees or other charges
payable in connection with the Escrow Account divided by the number of Class A
Ordinary Shares issued and outstanding, as determined two Trading Days (a
"Trading Day" being a day on which Euronext Amsterdam is open for trading)
prior to the Initial Business Combination Deadline, which is anticipated to be
€10.32 per Public Share, and (b) to reflect the revised amounts payable to
Public Shareholders who do not elect to redeem their Public Shares at the
Initial Business Combination Deadline (the "Non-Redeeming Shareholders") in
connection with any future redemption pursuant to the First Extension Payment
and the Subsequent Extension Payments (as defined in the Circular) rather than
the additional payments into the Escrow Account as currently contemplated in
the EAC IPO Prospectus (as defined in the Circular).

The Sponsor and the Sponsor Affiliates have delivered an undertaking to the
Company that they respectively will each vote for the Extension Proposal (as
defined in the Circular) and will not make an election to redeem the Class A
Ordinary Shares they each hold as part of the Pre-Extension Share Redemption.
In aggregate, the Sponsor and the Sponsor Affiliates hold 1,729,654 Class A
Ordinary Shares, which represent approximately 11 per cent of the Class A
Ordinary Shares issued and outstanding.

All Shareholders, whether choosing to redeem their Class A Ordinary Shares or
not, will retain the warrants of the Company (the "Warrants") they hold (if
any).

In the event of a future redemption of their Public Shares, the Non-Redeeming
Shareholders shall be entitled to the amount paid to Redeeming Shareholders on
the date of the Initial Business Combination Deadline (which is anticipated to
be €10.32 per Class A Ordinary Share) plus any extension payments (as
outlined above) plus any interest accrued on the purchase price of each Public
Share from the date two Trading Days prior to the Initial Business Combination
Deadline until the date that is two Trading Days prior to the Business
Combination Deadline, less any release fees or other charges in connection
with the Escrow Account, divided by the number of Class A Ordinary Shares then
issued and outstanding.

In addition, the Company proposes to amend the Company's articles of
association (the "Articles of Association") to: (i) confirm the treatment of
positive interest in relation to funds in the Escrow Account; and (ii) give
rise to the ability of the Sponsor to redeem certain Unused Overfunding Units
(as defined below) immediately following the completion of any Pre-Extension
Share Redemptions (the "Overfunding Redemption").

The Company proposes that any interest accrued on the proceeds of Class A
Ordinary Shares issued to the Sponsor Affiliates at the time of the IPO, any
interest accrued on the overfunding amounts contributed by the Sponsor, and
any unused negative interest overfunding contributed by the Sponsor, shall be
retained by the Company and may be applied to the costs and expenses of the
Company, including in relation to a Business Combination. Interest accrued on
Public Shares shall remain attributable in full to such Public Shares.

On the settlement date of 8 December 2021, the Sponsor paid into the Escrow
Account an amount equal to €1,037,680 to cover negative interest, if any,
paid on the proceeds held in the Escrow Account upon the IPO. The changing
interest rate environment since the IPO, including the decision by the
European Central Bank to raise its main deposit facility interest rates to
zero on 21 July 2022, has resulted in an over-payment by the Sponsor of
negative interest cover at the time of the IPO of an amount which is
anticipated to be €337,360 (the "Unused Overfunding Amount"). Subject to the
requisite shareholder approval at the EGM, the Overfunding Redemption would
enable the Sponsor to elect to redeem such number of units corresponding to
all or part of the Unused Overfunding Amount divided by €10.00 (each an
"Unused Overfunding Unit") immediately following the completion of any
Pre-Extension Share Redemptions. In the event that the Sponsor does not make
such an election, the Sponsor will continue to hold any portion of Unused
Overfunding Units not redeemed and the Company shall be entitled to keep the
Unused Overfunding Amount for the Company's discretionary use. The Sponsor has
agreed not to exercise its redemption right so the Company will apply the
Unused Overfunding Amount to offset the Sponsor's payment obligations in
connection with the Extensions.

In the event that shareholder approval is obtained at the EGM, and holders of
Class A Ordinary Shares tender a number of Class A Ordinary Shares for
redemption which the Board, in its sole discretion, considers to be such that,
on redemption thereof, the Company would be left without sufficient funds in
the Escrow Account as to be meaningful and reasonably adequate for purposes of
a Business Combination or other circumstances exist such that a Business
Combination cannot be achieved (the "Condition"), the Board shall record by
way of resolutions that the Condition is not satisfied. If the Condition is
not satisfied, the proposals approved by the Shareholders will not be
implemented and the Company will not redeem Class A Ordinary Shares as part of
the Pre-Extension Share Redemption.

In the event that the requisite shareholder approval is not obtained at the
EGM or the Condition is not satisfied, the Company will continue its search
for a suitable Business Combination until the Initial Business Combination
Deadline. If the Company then fails to complete a Business Combination by the
Business Combination Deadline, it will redeem all Class A Ordinary Shares and
then liquidate and distribute its remaining net assets in accordance with the
Company's Articles of Association, with the redemption amount in such a
scenario anticipated to be €10.32 per Class A Ordinary Share. Holders of
Warrants will not receive any distribution in the event of the Company's
liquidation and all Warrants will automatically expire without value upon the
failure by the Company to complete a Business Combination at the latest by the
Initial Business Combination Deadline. If the requisite shareholder approval
is not obtained at the EGM, the Company does not intend to propose the
extension of the Initial Business Combination Deadline.

DISCLAIMER

This press release contains information that qualifies as inside information
within the meaning of Article 7(1) of the EU Market Abuse Regulation.

ENQUIRIES

For more information, visit www.epicacquisitioncorp.com
(http://www.epicacquisitioncorp.com) or contact:

James Henderson

james.henderson@epicip.com

EPIC Investment Partners, Audrey House, 16-20 Ely Place, London EC1N 6SN

Chris Scoular

chris.scoular@ttbpartners.com

TTB Partners, 11/F Winsome House, 73 Wyndham Street, Central, Hong Kong

 

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

Reach is a non-regulatory news service. By using this service an issuer is confirming that the information contained within this announcement is of a non-regulatory nature. Reach announcements are identified with an orange label and the word “Reach” in the source column of the News Explorer pages of London Stock Exchange’s website so that they are distinguished from the RNS UK regulatory service. Other vendors subscribing for Reach press releases may use a different method to distinguish Reach announcements from UK regulatory news.

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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NRAEAKDEDSADEFA