REG - Financials Acqn.Corp Financials Acqn-FNWR - Results of general meeting and redemption results
11/07/2023 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:20230711:nRSK5687Fa&default-theme=true
RNS Number : 5687F Financials Acquisition Corp 11 July 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.
11 July 2023
Financials Acquisition Corp
(the "Company")
Results of General Meeting for the extension of the Business Combination
Deadline and redemption election
Amendment and Restatement of Warrant Instrument and Notice to Warrant Holders
Financials Acquisition Corp (the "Company"), a special purpose acquisition
company, is pleased to announce that the Resolution put to Shareholders at the
General Meeting of the Company held yesterday was duly passed resulting in an
extension of the Business Combination Deadline to 31 December 2023 and the
adoption of other amendments to the Articles of Association, as proposed in
the circular incorporating the notice of the General Meeting dated 23 June
2023 (the "Circular"). The Company also announces the results of redemption
elections in connection with the extension of the Business Combination
Deadline.
The results of the voting on the Resolution at the General Meeting are set out
below and full details of the Resolution were set out in the notice of General
Meeting at the end of the Circular. The results of the redemption election in
connection with the extension of the Business Combination Deadline and next
steps are also set out below.
The Company also announces that, following approval of the Resolution at the
General Meeting, it has entered into a Deed of Amendment and Restatement dated
10 July 2023 in relation to the Warrant Instrument (the "Amended and Restated
Warrant Instrument") amending and restating the Warrant Instrument dated 6
April 2022 relating to the Warrants, as indicated in the Circular. A notice to
Warrant Holders summarising the amendments made in the Amended and Restated
Warrant Instrument is set out in Appendix 1 to this announcement.
Results of voting on the Resolution at the General Meeting
The table below sets out the results of the poll at the General Meeting. Each
Shareholder present (including in person or by proxy) was entitled to exercise
one vote per Share held and the voting on the Resolution was taken on a poll
and the results were as follows:
Resolution Votes For Votes Against Abstains
The Amended and Restated Memorandum and Articles of Association of the Company 11,139,113 2,465,481 -
currently in effect be amended and restated by the deletion in their entirety
and the substitution in their place of the Second Amended and Restated
Memorandum and Articles of Association annexed to the notice of Extraordinary
General Meeting.
The total number of Shares carrying voting rights in issue at the voting
record date for the General Meeting was 19,312,500, comprising 15,450,000
Ordinary Shares and 3,862,500 Sponsor Shares. Each Ordinary Share and each
Sponsor Share entitled its holder to one vote on the Resolution.
A copy of the Articles of Association reflecting the amendments approved by
Shareholders at the General Meeting will shortly be available on the Company's
website at: https://www.finsac.co.uk (https://www.finsac.co.uk/) .
Results of redemption elections in connection with the extension of the
Business Combination Deadline
The table below sets out the results of the redemption elections in connection
with the extension of the Business Combination Deadline. Redemption elections
could be made for all or a portion of the Ordinary Shares held by Ordinary
Shareholders (excluding those Ordinary Shares held by the Sponsor Entities)
and the results were as follows:
Number of Ordinary Shares redeemed Number of Ordinary Shares not redeemed
12,383,019 2,616,981
The total number of Ordinary Shares eligible for redemption in connection with
the extension of the Business Combination Deadline was 15,000,000.
For Ordinary Shareholders who elected to redeem all or a portion of their
Ordinary Shares, the redemption amount per Ordinary Share, payable in cash,
will be £10.53 per Ordinary Share (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).
At the redemption amount of £10.53 per Ordinary Share, the aggregate
redemption amount for Ordinary Shares validly tendered for redemption in
connection with the extension of the Business Combination Deadline will be
approximately £130,393,190.
Following such redemptions, the balance of approximately £29 million will
remain in the Escrow Account and the Company will have 3,066,981 Ordinary
Shares 1 (#_ftn1) in issue, which together with the 3,862,500 Sponsor Shares
will result in the Company's issued voting share capital being 6,929,481
Shares. The Company does not and will not hold any Shares in treasury.
The Ordinary Shares eligible for redemption but not redeemed represent
approximately 17.5 per cent. of the Ordinary Shares eligible for redemption,
which compares to less than 1 per cent. on average for the other UK listed
acquisition vehicles which have extended their deadlines since the start of
2023. 2 (#_ftn2)
Update on Proposed Transaction
The Company has held discussions with its Shareholders in recent weeks and has
received positive feedback from many investors regarding the structure and
timing of the Proposed Transaction. Through these discussions, certain
non-redeeming and redeeming Shareholders have expressed an intention to
support the Company's proposal in raising additional capital. Management has
also progressed discussions with potential Lloyds syndicate partners and looks
forward to providing an update to the market in due course.
Next steps for redemption of Ordinary Shares
Ordinary Shareholders who validly tendered for redemption all or a portion of
their Ordinary Shares on or before the Redemption Notice Delivery Deadline
shall, following yesterday's approval of the Resolution at the General
Meeting, have such Ordinary Shares redeemed and payment in respect of the
redemption of such Ordinary Shares will be made by the Paying Agent on 17 July
2023 or as soon as practicable thereafter (expected to be no later than 24
July 2023).
Ordinary Shareholders who elected to redeem a portion of, or who did not elect
to redeem any of, their Ordinary Shares in connection with the extension of
the Business Combination Deadline will (with the exception of the Sponsor
Entities) retain the right to redeem their remaining Ordinary Shares in
accordance with the Articles of Association upon completion of a Business
Combination if one is consummated, or upon a further amendment to the Articles
of Association or, if the Company has not completed a Business Combination by
the new Business Combination Deadline of 31 December 2023, in a redemption
prior to the winding-up of the Company.
As explained in the Company's announcement on 23 June 2023, the redemption of
Ordinary Shares held by an Ordinary Shareholder does not trigger the
repurchase or redemption of the Warrants held by such Ordinary Shareholder (if
any). Accordingly, Ordinary Shareholders whose Ordinary Shares are redeemed by
the Company will retain all rights in respect of any Warrants that they may
hold at the time of such redemption.
Amendment and restatement of Warrant Instrument
The Company has entered into a Deed of Amendment and Restatement dated 10 July
2023 in relation to the Warrant Instrument (the "Amended and Restated Warrant
Instrument") amending and restating the Warrant Instrument dated 6 April 2022
relating to the Warrants, as indicated in the Company's announcement on 23
June 2023. A notice to Warrant Holders summarising the amendments made in the
Amended and Restated Warrant Instrument is set out in Appendix 1 to this
announcement.
The purpose of entering into the Amended and Restated Warrant Instrument was
to align the definition of "Business Combination", "Business Combination
Deadline" and "Extension Period" in the Warrant Terms & Conditions with
the definitions in the Articles of Association following approval of the
Resolution and the amendments to the Articles of Association becoming
effective.
A notice to Warrant Holders summarising the amendment made in the Amended and
Restated Warrant Instrument is set out in Appendix 1 to this announcement.
Pursuant 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 copy of the Amended and Restated Warrant Instrument will shortly be
available on the Company's website at: https://www.finsac.co.uk
(https://www.finsac.co.uk/) .
Capitalised terms used but not defined in this announcement have the meanings
given to them in Appendix 2.
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.
APPENDIX 1
Notice to Warrant Holders
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendment made in the Amended and
Restated Warrant Instrument.
The following definitions in section 1 of the Warrant Instrument have been
deleted and replaced in the Amended and Restated Warrant Instrument as
follows:
"Business Combination"
has the meaning ascribed to it in the Articles of Association
"Business Combination Deadline"
has the meaning ascribed to
it in the Articles of Association
"Extension Period"
has the meaning ascribed to it in the Articles of Association
Should any Warrant Holder have any queries in relation to the contents of this
announcement, such Warrant Holder should contact the Company using the
following contact details: William Allen (will@fins.ac (mailto:will@fins.ac)
).
APPENDIX 2
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;
"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
31 December 2023 following the approval of the Resolution at the General
Meeting;
"Company" ..................................................... Financials Acquisition Corp, a Cayman Islands exempted company;
"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 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;
"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;
"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;
"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;
"Proposed Transaction" the proposed Business Combination opportunity for the Company announced on 21
June 2023;
the prospectus regulation rules of the FCA made pursuant to section 73A of the
"Prospectus Regulation Rules" .................. 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 passed at the General Meeting;
"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;
"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;
"United Kingdom" or "UK" ......................... the United Kingdom of Great Britain and Northern Ireland;
"Warrant Holder" ......................................... a holder of Warrants;
"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.
1 (#_ftnref1) Including 450,000 Ordinary Shares held by Sponsor Entities
which are not eligible for redemption.
2 (#_ftnref2) Acquisition vehicles listed in the UK which initially raised
over £100 million and which carried out a first extension since 1 January
2023
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 ROMEAEXEFLFDEAARecent 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