REG - Financials Acqn.Corp Financials Acqn-FNWR - Update on Business Combination

Financials AcquisitionAnnouncement

13/11/2023 07:00

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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 (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 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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