REG - Financials Acqn.Corp Financials Acqn-FNWR - Proposed Extension of the Combination Deadline
23/06/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230623:nRSW7190Da&default-theme=true
RNS Number : 7190D Financials Acquisition Corp 23 June 2023
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.
23 June 2023
Financials Acquisition Corp
(the "Company")
Proposed Extension of Business Combination Deadline by Amendment of Articles
of Association
Publication of Notice of Extraordinary General Meeting
Financials Acquisition Corp (the "Company"), a special purpose acquisition
company, announces today that it is seeking shareholder approval to extend the
deadline by which it may seek a Business Combination to 31 December 2023.
Introduction
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.
As announced on 21 June 2023, the Company has recently identified a Business
Combination opportunity that it proposes to pursue, which could involve the
Company raising additional capital and becoming a listed operating company
deploying funds into the Lloyds of London insurance market for reinsurance
purposes (the "Proposed Transaction").
Proposals in relation to the Proposed Transaction are at an early stage and,
while there is no certainty that any such transaction can be completed, the
Company remains confident that with the benefit of the Extension it would be
able to complete this or another Business Combination.
The proposed extension will require an amendment to the articles of
association of the Company (the "Articles of Association") which currently
require the Company to complete a Business Combination by no later than 13
July 2023.
Extension of Business Combination Deadline
In order to allow the Company sufficient time to pursue the Proposed
Transaction and complete a Business Combination, the Company is seeking an
extension of the initial Business Combination Deadline by 5 months and 18 days
from 13 July 2023 to 31 December 2023 (the "Extension").
The Articles of Association provide for two three-month extension periods to
the Business Combination Deadline as determined by the Board in its sole
discretion, and the IPO Prospectus states that the exercise of this extension
mechanism would be subject to additional funds being committed to the Company
for the purpose of providing additional overfunding to the Escrow Account. The
Board has determined that an extension in this manner is not in the best
interests of the Company at this time (although it will not rule out using
such extension mechanism in the future).
The proposed Extension will therefore require an amendment to the Articles of
Association which require the Company to complete a Business Combination by no
later than 13 July 2023.
Accordingly, the Company has today published a circular (the "Circular")
incorporating the notice of the General Meeting to: (a) approve the Extension;
(b) amend the Articles of Association to enable the Company to pursue the
Proposed Transaction by merging with a company of nominal operations; and (c)
certain other matters that are required so as to ensure that the Company is
able to comply with its obligations under Cayman Islands law to provide for
claims of creditors on a winding up.
Please note that Shareholders are not being asked to approve the Proposed
Transaction or any Business Combination at the General Meeting and any
implementation of the Proposed Transaction will be subject to the approval of
the remaining Ordinary Shareholders in due course.
The Company remains confident on the prospect of pursuing the Proposed
Transaction and successfully consummating a Business Combination with the
benefit of the Extension by the proposed revised Business Combination Deadline
of 31 December 2023.
Availability of Redemption Rights
Pursuant to the Articles of Association, in the event that any amendment is
made to the Articles of Association: (a) to modify the substance or timing of
the Company's obligation to allow redemption of 100 per cent of the Ordinary
Shares if the Company does not consummate a Business Combination by the
initial Business Combination Deadline of 13 July 2023; or (b) with respect to
any other provision relating to Ordinary Shareholders' rights or pre-Business
Combination activity, the Company shall provide each holder of Ordinary Shares
with the opportunity to redeem their Ordinary Shares upon the approval or
effectiveness of any such amendment.
Accordingly, the Company will provide the Ordinary Shareholders with the
opportunity to redeem their Ordinary Shares conditional upon the approval or
effectiveness of the Resolution, in order to realise the investment they made
at the time of the Offering if a Business Combination was not completed by the
initial Business Combination Deadline of 13 July 2023.
This right of redemption in connection with the Resolution is in addition to
the opportunity for Ordinary Shareholders to redeem their Ordinary Shares in
connection with a Business Combination if one is consummated or, if the
Company has not completed a Business Combination by the revised Business
Combination Deadline of 31 December 2023, in a pre-winding up redemption.
This right of redemption in connection with the Resolution will apply whether
or not an Ordinary Shareholder votes in favour of the Resolution at the
General Meeting.
The amount payable upon a redemption of an Ordinary Share in connection with
the Resolution is approximately £10.53 per Ordinary Share as at the date of
this document (comprising £10.00 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).
The redemption of Ordinary Shares held by an Ordinary Shareholder does not
trigger the redemption of Warrants held by such Ordinary Shareholder (if any).
Accordingly, Ordinary Shareholders whose Ordinary Shares are redeemed by the
Company will retain all rights to any Warrants that they may hold at the time
of such redemption.
The Sponsor Entities and the Directors have agreed to waive any redemption
rights they may have with respect to the Shares they hold in connection with
the proposals herein. The Sponsor Entities and the Directors have undertaken
to vote in favour of the Resolution in respect of the Shares they hold.
Expected timetable of events*
Event Date and time
2023
Posting of this document and Forms of 23 June 2023
Proxy..................................................
Redemption election through CREST 23 June 2023
available...............................................
Latest time and date for receipt of Forms of 10 a.m. on 6 July 2023
Proxy.........................................
Latest time and date for receipt of Forms of 10 a.m. on 5 July 2023
Instruction................................
Latest time and date for receipt of CREST voting 10 a.m. on 5 July 2023
instructions......................
Latest time and date for receipt of redemption requests in respect of Ordinary 1:00 p.m. on 6 July 2023
Shares........................................................................................................................
Record date for redemption of Ordinary 6:30 p.m. on 6 July 2023
Shares...............................................
Voting record date for the General 6:30 p.m. on 6 July 2023
Meeting.......................................................
General 10 a.m. on 10 July 2023
Meeting......................................................................................................
Announcement of the result of the General 10 July 2023
Meeting.......................................
Redemption of Ordinary Shares and settlement of redemption monies through 17 July 2023 (or as soon as practicable thereafter)
CREST or despatch of cheques in respect of redemption monies.................
*All references to time in this announcement are to London time.
Exercise of Redemption Rights
Ordinary Shareholders who are registered in the register of members of the
Company are entitled to have their Ordinary Shares redeemed in connection with
the Resolution if the following conditions are met: (i) the redeeming
Shareholder exercising its right to have its Ordinary Shares redeemed has
validly notified the Company through the Paying Agent by returning a
redemption form or electronically through CREST no later than the Redemption
Notice Delivery Deadline in accordance with the requirements set out below;
and (ii) the Resolution is approved at the General Meeting.
Redemption requests for Ordinary Shares held in certificated or uncertificated
form shall not be valid (unless the Company agrees otherwise) unless they are
received by the Paying Agent by the Redemption Notice Delivery Deadline. The
Company reserves the right to treat as valid redemption requests which are not
entirely in order and shall be entitled (in its sole discretion) to accept
late redemption requests.
If an Ordinary Shareholder does not wish to redeem any of its Ordinary Shares
in connection with the Extension, it does not need to submit a redemption form
or take any other action.
Extraordinary General Meeting
The Extension is conditional upon Shareholder approval of the Resolution being
obtained at the General Meeting. Accordingly, the Directors are seeking
approval of the Resolution to authorise the Extension by way of an amendment
to the Articles of Association.
If the Company is able to agree the terms of a Business Combination and enter
into definitive binding agreements in respect of such transaction, the Company
will in due course publish an FCA-approved prospectus and circular which will
include a notice to convene an extraordinary general meeting to approve such
Business Combination (among other related matters).
The General Meeting will be held at 10:00 a.m. on Monday 10 July 2023 at the
offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London
EC2N 4AG (with the option, upon request, to join remotely by means of
electronic conferencing), at which the Resolution will be proposed.
Copies of the notice of General Meeting and Forms of Proxy are enclosed with
the Circular and will be available for download from the Company's website:
https://www.finsac.co.uk/ (https://www.finsac.co.uk/) . This announcement
contains a summary of the proposals set out in the Circular and Shareholders
are encouraged to refer to the Circular for further details with regards to
the proposals set out herein.
Consequences of not approving the Business Combination Extension
In the event that the Resolution is not approved, the Company will:
(a) not be able to complete a Business Combination by the initial Business
Combination Deadline of 13 July 2023;
(b) not give effect to any requests for redemption of Ordinary Shares that
have been submitted in connection with the Resolution;
(c) cease all operations except for the purposes of winding up;
(d) as promptly as reasonably possible but not more than ten (10) business
days after 13 July 2023 (being the initial Business Combination Deadline),
redeem the Ordinary Shares at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Escrow Account, including interest
earned on the funds held in the Escrow Account and not previously released to
the Company (less taxes payable and up to £100,000 of interest to pay
dissolution expenses), divided by the number of then Ordinary Shares in issue,
which redemption will completely extinguish Ordinary Shareholders' rights as
Members in respect of such Ordinary Shares (including the right to receive
further liquidation distributions, if any); and
(e) as promptly as reasonably possible following such pre-winding up
redemption referred to at (d) above, subject to the approval of the Company's
remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations under Cayman Islands law to provide
for claims of creditors and other requirements of applicable law.
Amendment of Warrant Instrument
Subject to approval of the Resolution, following the General Meeting the
Company intends to amend the Warrant Instrument to align the definitions of
"Business Combination", "Business Combination Deadline" and "Extension Period"
in the Warrant Terms & Conditions with the definition in the Articles of
Association after giving effect to the proposed amendments to the Articles of
Association.
Pursuant to 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 notice to Warrant Holders setting out the amendments to the Warrant
Instrument will be published following announcement of the results of the
General Meeting and amendment of the Warrant Instrument.
Capitalised terms used but not defined in this announcement have the meanings
given to them in the Appendix.
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
will@fins.ac (mailto:will@fins.ac)
FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com (mailto: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.
PART I
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;
"Board" ............................................................ the board of Directors of the Company;
"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
13 July 2023 if the Resolution is not approved at the General Meeting, or 31
December 2023 if the Resolution is approved at the General Meeting;
"Company" ..................................................... Financials Acquisition Corp, a Cayman Islands exempted company;
"CREST" or "CREST System" ................... the UK-based system for the paperless settlement of trades in listed
securities, of which Euroclear UK & International Limited is the operator;
"Directors" ...................................................... the directors of the Company;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency 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 proposed 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 £10.00 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;
"Form of Proxy" ........................................... the form of proxy accompanying this document in respect of the General
Meeting;
"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;
"IPO Prospectus" ........................................... the prospectus dated 7 April 2022 published by the Company;
"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;
"Member" or "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;
"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 £10.00 per Ordinary Share
to certain institutional investors, pursuant to the IPO;
"Ordinary Shareholders"............................. holders of Ordinary Shares;
"Ordinary Shares" ........................................ Class A ordinary shares of £0.0001 each in the share capital of the Company;
"Overfunding Shares" .................................. Ordinary Shares without matching Warrants subscribed for at £10.00 each in
connection with the Escrow Account Overfunding;
"Paying Agent" .............................................. Computershare Investor Services PLC;
"Prospectus Regulation Rules" .................. the prospectus regulation rules of the FCA made pursuant to section 73A of the
FSMA, as amended from time to time;
"Redemption Notice Delivery Deadline" . 1.00 p.m. (London time) on 6 July 2023, being the date two Trading Days prior
to the date of the General Meeting;
"Resolution" .................................................... the special resolution of the Company to be passed at the General Meeting;
"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 £0.0001 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;
"uncertificated" or "uncertificated form" in relation to a share or other security, title to which is recorded in the
............................................................................. relevant register of the share or other security concerned as being held in
uncertificated form (that is, in CREST) and title to which may be transferred
by using CREST;
"United Kingdom" or "UK" ......................... the United Kingdom of Great Britain and Northern Ireland;
"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.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
. END NOGFZGZVDFRGFZGRecent news on Financials Acquisition
See all newsREG - Financials Acqn.Corp Financials Acqn-FNWR - Cancellation of Listing
AnnouncementREG - Stock Exch Notice Financials Acqn.Corp Financials Acqn-FNWR - Cancellation - Financials Acquisition Corp
AnnouncementREG - Official List - Removal - Financials Acquisition Corp.
AnnouncementREG - Financials Acqn.Corp Financials Acqn-FNWR - Update on Redemption of Class A Ordinary Shares
AnnouncementREG - Financials Acqn.Corp Financials Acqn-FNWR - Update on Winding Up Process
Announcement