REG - Financials Acqn.Corp Financials Acqn-FNWR - Update on Winding Up Process

Financials AcquisitionAnnouncement

20/11/2023 07:00

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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                    6.30 p.m. on T
 Shares…………………………………………………
 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 Company…………………………..                            During Q2 2024

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
(mailto: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 (mailto:will@fins.ac)

Interpath (Cayman) Limited

Elizabeth Mackay (Managing Director)

Cassandra Ronaldson (Director)

elizabeth.mackay@interpathadvisory.com
(mailto:elizabeth.mackay@interpathadvisory.com)

cassandra.ronaldson@interpathadvisory.com
(mailto:cassandra.ronaldson@interpathadvisory.com)

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 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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