REG - Hambro Perks Acq - Approval and Publication of Prospectus

FTI ConsultingAnnouncement

25/11/2021 13:25

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RNS Number : 6246T  Hambro Perks Acquisition Com Ltd  25 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA")
or otherwise and it is not an offer of securities for sale, nor a solicitation
of an offer to acquire, or a recommendation to sell or buy, securities in any
jurisdiction, including in or into the United States, Australia, Canada, Japan
or South Africa.

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except solely on the basis of the
information contained in the Prospectus (as defined below) (together with any
supplementary prospectus, if relevant), including the risk factors set out
therein, published today by Hambro Perks Acquisition Company Limited ("Hambro
Perks Acquisition Company" or the "Company") in connection with the placing of
units (the "Units" or "Share cum Rights") of the Company each comprising one
class A ordinary share in the Company ("Public Share") and the right to
receive ½ of one public warrant in respect of Public Shares ("Public
Warrant") (the "Placing") and the proposed admission to listing of the Public
Shares and the Public Warrants to the standard listing segment of the Official
List of the FCA and to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together
"Admission"). A copy of the Prospectus is available for inspection from the
Company's registered office at Sarnia House, Le Truchot, St Peter Port,
Guernsey GY1 1GR, and on the Company's website at www.hpac.uk, subject to
certain access restrictions.

 

25 November 2021

Hambro Perks Acquisition Company

Approval and Publication of Prospectus

Hambro Perks Acquisition Company announces that a prospectus (the
"Prospectus") dated today has been approved by the Financial Conduct Authority
and has been published by the Company.

Copies of the Prospectus will be available from the Company's registered
office Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR and on the
Company's website at www.hpac.uk, subject to certain access restrictions.

 

The Prospectus has also been submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

For further information please contact:

For media enquiries

 

FTI Consulting - Financial PR Adviser

Charles Palmer - +447976743360

Louisa Feltes - +447843385075

Adam Davidson - +447793845080

HPAC@fticonsulting.com (mailto:HPAC@fticonsulting.com)

 

For investor enquiries

 

Citigroup - Sole Global Coordinator & Bookrunner

Andrew Truscott

Giacomo Ciampolini

Sumit Guha

Chuba Ezenwa

+44 20 7986 4000

 

About Hambro Perks and Hambro Perks Acquisition Company

Hambro Perks is a London-headquartered international investment firm focused
on private investing. It partners with founders and entrepreneurs to support
growth businesses at all stages of the investment cycle.

Hambro Perks has specialised and dedicated investment teams, working across a
number of funds. In addition to their flagship Venture, EIS and co-investment
funds, Hambro Perks offers a number of specialist differentiated investment
strategies, including Hambro Perks Environmental Technology, Special
Situations, and Access, which invests in venture secondaries. It has partnered
with some of the most pioneering and ambitious companies in the UK and Europe,
including Gelesis, Muzmatch, What3Words, PrimaryBid, Moneybox, and Vedanta
Bioscience.

Hambro Perks Acquisition Company believes there is a compelling opportunity to
generate shareholder value by investing in proven 'tech winners' emerging from
the UK and Europe. It will leverage its full platform - including its
international sourcing network, proprietary pipeline, investment team,
executive team, board of directors and special advisors - to identify, select
and enter into a business combination with a high-performing, later-stage
technology-enabled business within an initial period of 15 months from the
settlement date, subject to two three-month extension periods, if required and
approved by a shareholder vote.

Potential targets will have the opportunity to benefit from access to Hambro
Perks' strategic, operational and back-office expertise, and global networks
of advisors and investment professionals.

Hambro Perks Acquisition Company intends to focus on the technology-enabled
sector and businesses with principal operations in the United Kingdom, a
member state of the EEA or Switzerland, seeking to leverage its experience and
sourcing capabilities as well as the advice and expertise of its Board to
create value for its shareholders.

The companies being considered for a business combination by HPAC will have an
attractive market in the UK and Europe, differentiation amongst competitors,
impressive innovation capabilities, scalable revenues, a strong management
team, attractive valuations, a fit for public markets and strong ESG
credentials.

 

Important Notices

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
any jurisdiction including the United States, Australia, Canada, Japan, South
Africa or in any jurisdiction to whom or in which such offer or solicitation
is unlawful. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or with any securities regulatory authority of any State or
other jurisdiction in the United States, and may not be offered, sold,
transferred or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act or an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction in the United States.  There will be no public offer of
the securities in the United States. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Canada, Australia,
Japan, South Africa or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.  The offer and sale of the securities referred to
herein has not been and will not be registered under the Securities Act, under
the securities legislation of any state or territory or jurisdiction of the
United States or under the applicable securities laws of Australia, Canada,
Japan or South Africa.

These securities are being offered and sold outside the United States in
offshore transactions in reliance on, Regulation S under the U.S. Securities
Act ("Regulation S") and within the United States to persons reasonably
believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A
under the U.S. Securities Act ("Rule 144A") pursuant to Rule 144A or another
exemption from registration under the U.S. Securities Act. Prospective
purchasers in the United States are hereby notified that the sellers of the
Shares cum Rights, Public Shares and Public Warrants may be relying on the
exemption from the registration provisions of Section 5 of the U.S. Securities
Act provided by Rule 144A.

This announcement does not constitute or form part of, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to buy
or subscribe for, any securities, nor should it or any part of it form the
basis of, or be relied on in connection with, any contract or commitment
whatsoever. This announcement is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information in the Prospectus issued
today by the Company in connection with the admission of the Public Shares and
the Public Warrants to the Official List of the FCA and to trading on the
London Stock Exchange plc's main market for listed securities. Copies of the
Prospectus will be available from the Company's registered office and its
website www.hpac.uk (http://www.hpac.uk) , subject to access restrictions. Any
purchase of any securities in the proposed Placing should be made solely on
the basis of information contained in the Prospectus in connection with the
Placing and Admission. The information in this announcement is subject to
change. Before purchasing any securities in the Placing, persons viewing this
announcement should ensure that they fully understand and accept the risks
which are set out in the Prospectus. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. In the event of any discrepancy between this announcement and
the Prospectus, the Prospectus will prevail. The information contained in this
announcement is for background purposes only. It is not the purpose of this
announcement to provide, and you may not rely on this announcement as
providing, a complete and comprehensive analysis of the Company's financial or
commercial position or prospects, and the distribution of this announcement
shall not be deemed to be any form of commitment on the part of the Company to
proceed with the Placing or any transaction or arrangement referred to herein.

This announcement and the Placing are addressed to and directed at only
persons who: (A) if in Member States of the European Economic Area ("Member
States"), are "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and
(B) if in the United Kingdom, are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of
retained EU law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA")
who are also: (i) persons who have professional experience in matters relating
to investments falling 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"); or (ii) high net worth bodies
corporate, unincorporated associations and partnerships or the trustees of
high value trusts falling within Article 49(2)(a) to (d) of the Order; or
(iii) are other persons to whom it may otherwise lawfully be communicated (all
such persons referred to in (B) being "Relevant Persons"). This announcement
must not be acted or relied on: (i) in the United Kingdom, by persons who are
not Relevant Persons; and (ii) in any Member State by persons who are not
Qualified Investors. The Placing and any investment activity to which this
announcement relates: (i) in the United Kingdom is available only to, and may
be engaged only with, Relevant Persons; and (ii) in any Member State is
available only to, and may be engaged only with, Qualified Investors.

The date of Admission may be influenced by things such as market conditions.
There is no guarantee that Admission will occur and you should not base your
financial decisions on the Company's intentions in relation to Admission.
Securities to which this announcement relates may expose an investor to a
significant risk of losing the entire amount invested. Persons considering an
investment in such securities should consult an authorised person specialising
in advising on such securities. This announcement does not constitute a
recommendation concerning the Placing. The value of shares can decrease as
well as increase. Potential investors should consult a professional advisor as
to the suitability of the Placing for the person concerned. Past performance
is not a guide to future performance.

The Placing and the distribution of this announcement and other information in
connection with the Placing in certain jurisdictions may be restricted by law
and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Citigroup have been appointed as Sole Global Coordinator and Bookrunner in
connection with the Placing. Citigroup is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated by the PRA and the
FCA. Citigroup are acting exclusively for Hambro Perks Acquisition Company and
no one else in connection with the Placing and Admission and will not be
responsible or liable to anyone other than Hambro Perks Acquisition Company
for providing the protections afforded to their respective clients or for
providing advice in relation to the Placing and Admission and / or any
transaction, arrangements or other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Citigroup by the Financial Services and Markets Act 2000 or the regulatory
regime established thereunder, Citigroup, their respective affiliates and any
person acting on their behalf accepts no responsibility whatsoever for the
contents of this announcement, including its accuracy, completeness or
verification. Citigroup, and their respective affiliates accordingly disclaim
all and any liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of this
announcement or its contents otherwise arising in connection herewith.

In connection with the Placing, Citigroup, in its capacity as Stabilisation
Manager (the "Stabilisation Manager") or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law and for
stabilisation purposes, over-allot Share cum Rights up to a total of 7.1% of
the aggregate number of Shares cum Rights sold in the Placing (excluding the
Option Units, as defined below) to facilitate stabilisation transactions, if
any, with a view to supporting the market price of the Public Shares at a
higher level than that which might otherwise prevail in the open market.

Stabilisation transactions may be effected on any securities market,
over-the-counter market, stock exchange (including the London Stock Exchange)
or otherwise and may be undertaken at any time during the period commencing on
the date of the commencement of conditional dealings in the Public Shares on
the London Stock Exchange and ending no later than 30 calendar days thereafter
(being no later than 25 December 2021). However, there will be no obligation
on the Stabilisation Manager to effect stabilising transactions and there is
no assurance that stabilising transactions will be undertaken. Such
stabilisation, if commenced, may be discontinued at any time without prior
notice and must be discontinued within 30 calendar days after the commencement
of conditional dealings in the Public Shares. In no event will measures be
taken to stabilise the market price of the Public Shares above the placing
price of £10.00 (the "Placing Price"). Except as required by law or
regulation, neither the Stabilisation Manager nor any of its agents intends to
disclose the extent of any stabilisation transactions conducted in relation to
the Placing.

For the purposes of allowing the Stabilisation Manager to cover short
positions resulting from any such over-allotment and/or from sales of Public
Shares effected by it during the stabilisation period, the Company has granted
the Stabilisation Manager an over-allotment option (the "Over-allotment
Option"), exercisable in full or in part during the period commencing on the
date of the commencement of conditional dealings in the Public Shares on the
London Stock Exchange and ending no later than 30 calendar days thereafter
(being no later than 25 December 2021), pursuant to which the Stabilisation
Manager may require the Company to issue up to 1,000,000 Share cum Rights
("Option Units") at the Placing Price, comprising up to 7.1% of the aggregate
number of Shares cum Rights sold in the Placing (excluding the Option Units).
If the Over-allotment Option is exercised in full by the Stabilisation
Manager, the total number of Shares cum Rights offered in the Placing will be
15,000,000 Shares cum Rights.

The Company and the Stabilisation Manager do not make any representation or
prediction as to the direction or the magnitude of any effect that the
transactions described above may have on the price of the Public Shares or any
other securities of the Company. In addition, the Company and the
Stabilisation Manager do not make any representation that the Stabilisation
Manager will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.

This announcement may contains forward-looking statements. The forward-looking
statements include, but are not limited to, statements regarding the Company's
or its directors' ("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", "forecasts", "endeavours", "targets",
"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 business combination, the business, the economy and
other future conditions of the Company. 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
cash flows, and the development of the industry(ies) 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 cash flows,
and the development of the industry(ies) 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 results
or developments in subsequent periods.

Any forward-looking statement made by the Company or Citigroup 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. Except
as required by laws and regulations, the Company, the Directors and Citigroup
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.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, and
(d) in respect of firms which are subject to the requirements of the FCA's
Handbook and the Product Intervention and Product Governance Sourcebook, the
relevant provisions of MiFID II as it forms part of UK domestic law by virtue
of the EUWA ("UK MiFID II")  (limbs (a) - (d) together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the securities subject to the Placing have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II
and UK MiFID II; and (ii) eligible for distribution through all distribution
channels to eligible counterparties and professional clients as are permitted
by MiFID II and UK MiFID II (the "Target Market Assessment").

Any person subsequently offering, selling or recommending the securities (a
"distributor") should take into consideration the manufacturer's Target Market
Assessment; however, a distributor subject to MiFID II Product Governance
Requirements is responsible for undertaking its own target market assessment
in respect of the Public Shares and Public Warrants (by either adopting or
refining the manufacturer's Target Market Assessment) and determining
appropriate distribution channels.

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the securities may decline and investors could lose all or part
of their investment; the securities offer no guaranteed income and no capital
protection; and an investment in the securities is suitable only for investors
who (i) do not need a guaranteed income or capital protection, (ii) (either
alone or in conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment, and (iii)
have sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II or UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to, the securities.

Warrants Admission

From 6.00 p.m. on the business day prior to the 41st calendar day after
conditional dealings in the Public Shares have commenced (currently expected
to be 5 January 2022) (the "Warrants Ex Date"), the Public Shares in the
Company are with (cum) rights in respect rights in respect of one-half of a
Public Warrant.  The Public Warrants will not be issued until the 43rd
calendar day after conditional dealings in the Public Shares have commenced
(the "Warrants Admission Date").  Following the Warrants Ex Date, the Public
Shares no longer give any right to (part of) a Public Warrant and the Public
Shares and Public Warrants will trade separately from the Warrants Admission
Date.

Public Shareholders as at 6.00 p.m. on the 42nd calendar day after conditional
dealings in the Public Shares have commenced, being the trading day
immediately prior to the Warrants Admission Date (currently expected to be 6
January 2022) (the "Warrants Record Date"), will be entitled to automatically
receive at 8.00 a.m. on the Warrants Admission Date one-half of a Public
Warrant for each Public Share held at 6.00 p.m. on the Warrants Record Date.
Only Public Shareholders as at 6.00 p.m. on the Warrants Record Date will be
entitled to automatically receive the Public Warrants and, accordingly, any
person who disposes of their Public Shares prior to the Warrants Record Date
or acquires their Public Shares after the Warrants Record Date will have no
automatic right to receive any Public Warrants.

Unless the parties agree otherwise, a buyer of Public Shares assumes the
benefit of the (part of) a Public Warrant when trading ahead of the Warrants
Ex Date and the selling party would need to pass the benefit on to the buyer
if the seller is still the recorded owner at the Warrants Record Date.
Likewise a seller of Public Shares retains the benefit of the (part of) a
Public Warrant if execution takes place on the Warrants Ex Date or later.  If
the buyer is already the registered owner at Warrants Record Date it would in
turn would need to pass the benefit back to the seller.

 

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