DCAC announces publication of Revised Shareholder Circular
20/04/2023 17:15
For best results when printing this announcement, please click on link below: http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230420:nGNE5XhCTf&default-theme=true NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED (“DCAC” or the “Company”) in respect of DCAC Shareholders (ISIN Code GG00BMB5XZ39) and DCAC Public Warrant Holders (ISIN Code GG00BMB5XY22) THIS PRESS RELEASE CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE EU MARKET ABUSE REGULATION. DCAC announces publication of Revised Shareholder Circular 20 April 2023 Please note that the Company's intention had been to convene an extraordinary general meeting for DCAC Shareholders, a DCAC Ordinary Shareholder class meeting, a DCAC Sponsor Shareholder class meeting and a DCAC Warrant Holder meeting on 10 May 2023 by way of notice contained in the Shareholder Circular dated 19 April 2023 (the Prior Shareholder Circular) and as referenced in the press release dated 19 April 2023 (DCAC announces Business Combination with Global (globenewswire.com) (https://www.globenewswire.com/Tracker?data=MhTKefVuxKkI3Uf6erd9Nn1YVqTJWhqYNCIvBLrGX3dafgYRWlQC2TmsS9La_swH0fgLLhD1q--weuud9ZrnKiVkNvaUvoZdT-qexAgz--ndvfcqb0GinuC8CMU77cfwQuZX0jIfl0m_IJwLL9Kw0fkzRAJlmZjsbRdbHlMTCMn5mFKMKfO6B7Fe50WC2hYxoQ7e1hPAFZ6LJFD1wHydRP6rCedxaJacsuIC07aBbtpJ8ovVwUiLQVnixaNjomykewvUZ3snF4i_otvFcY8Ay3gDYggyMpPY1Vcknkp2BsqGw8VvtWMTMbQnnt20iS6N2h6ZjtiavyCEiO9OkvHS0X-333zXy0kHh5ju5ldhrOxXpihm69TdyQ7ZQQP4TBYZMgYYQAjSuZdmBvq5bL-AVtpMww_48WmurzUL2s4NfJEYEYuX7hRVCcdZqYv7kXEc1xXAdEH89juvHlDdRjLUGQ==)). However due to technical issues in terms of stock exchange processes, a revised Shareholder Circular dated 20 April 2023 (the Revised Shareholder Circular) has been uploaded providing for the extraordinary general meeting for DCAC Shareholders, a DCAC Ordinary Shareholder class meeting, a DCAC Sponsor Shareholder class meeting and DCAC Warrant Holders meeting to be held two days later, on 12 May 2023, which will also give more time for proxies to be submitted when DCAC Shareholders might otherwise be constrained by the UK Coronation holiday. The Revised Shareholder Circular supersedes and replaces the Prior Shareholder Circular. The Revised Shareholder Circular is attached to this announcement. The revised timetable of principal events (which is detailed in full in the Revised Shareholder Circular) is as below: Event Expected Date (Time) Notice of EGM, DCAC Ordinary Shareholder Class Meeting, DCAC Sponsor Shareholder Class Meeting and DCAC Warrant Holder Meeting 20 April 2023 Deadline for submission of white EGM Proxy Form 10 May 2023 (10:00 BST) Deadline for submission of green DCAC Ordinary Shareholder Class Meeting Proxy Form 10 May 2023 (10:15 BST) Deadline for submission of yellow DCAC Sponsor Shareholder Class Meeting Proxy Form 10 May 2023 (10:30 BST) Deadline for submission of blue DCAC Warrant Holder Proxy Form 10 May 2023 (10:45 BST) EGM Record Date 11 May 2023 (18:00 BST) DCAC Warrant Holder Meeting Record Date 11 May 2023 (18:00 BST) DCAC Ordinary Shareholder Class Meeting Record Date 11 May 2023 (18:00 BST) DCAC Sponsor Shareholder Class Meeting Record Date 11 May 2023 (18:00 BST) EGM 12 May 2023 (10:00 BST) DCAC Ordinary Shareholder Class Meeting 12 May 2023 (10:15 BST) DCAC Sponsor Shareholder Class Meeting 12 May 2023 (10:30 BST) DCAC Warrant Holder Meeting 12 May 2023 (10:45 BST) Publication of results of EGM, Warrant Holder Meeting, DCAC Ordinary Shareholder Class Meeting and DCAC Sponsor Shareholder Class Meeting 12 May 2023 Publication of press release in respect of DCAC Warrant exercise and redemption, including Redemption Notice 12 May 2023 Publication of offer circular in respect of Offer of GIG Shares and GreenBonds to Eligible Investors, and start of offer period (provisional) 12 May 2023 Last day of trading in Public Warrants on Euronext Amsterdam, end of DCAC Warrant redemption notice period and final day of exercise of Public Warrants 29 May 2023 Public Warrants delisted from Euronext Amsterdam 30 May 2023 Mandatory DCAC Warrant redemption Record Date 1 June 2023 Settlement of DCAC Warrants that are voluntarily exercised by issue of new DCAC Ordinary Shares 1 June 2023 Record Date for Special Distribution of Greenbonds 1 June 2023 (17:40 CEST) Listing of GreenBonds 2 June 2023 Settlement of mandatory DCAC Warrant redemption by issue of new DCAC Ordinary Shares 2 June 2023 Admission of DCAC Ordinary Shares issued in exchange for Warrants on Euronext Amsterdam 2 June 2023 End of offer period in respect of Offer of GIG Shares and GreenBonds to Eligible Investors 5 June 2023 Announcement of (i) results of Offer, (ii) anticipated Business Combination Completion and (iii) first day of listing under the new name 6 June 2023 (8:00 CEST) Settlement of Special Distribution of GreenBonds 6 June 2023 Completion of Business Combination: 1. issue of new DCAC Ordinary Shares and/or transfer of DCAC Ordinary Shares held in treasury to GIG Target Shareholders 8 June 2023 2. transfer of GIG Target Shares to GIG 3. conversion and buy back of DCAC Sponsor Shares Completion of Offer of GIG Shares and GreenBonds to Eligible Investors 8 June 2023 Admission of newly issued GIG Shares from Completion of Business Combination and Offer on Euronext Amsterdam 8 June 2023 Start of trading under the new name "Global Interconnection Group Limited" 8 June 2023 (9:00 CEST) The capitalised terms not otherwise defined in this press release have the meanings ascribed to them in the Revised Shareholder Circular. The dates and times given are based on DCAC's current expectations and may be subject to change. Any revised dates and/or times will be notified to the DCAC Shareholders and DCAC Warrant Holders, by way of a press release published on DCAC's website (www.disruptivecapitalac.com). Notices of meetings The completion of the Business Combination is subject to the approval of DCAC Shareholders. To this end, the Revised Shareholder Circular has been distributed containing detailed information on the Business Combination and giving notice of an EGM, to be held on 12th May 2023. The Revised Shareholder Circular contains important information, including risk factors and conflicts of interest inherent in the Business Combination proposals. The approval of the DCAC Sponsor Shareholders and the DCAC Warrant Holders will also be required to consummate the Business Combination. Accordingly, in addition to the EGM, a class meeting of the DCAC Ordinary Shareholders, an associated class meeting of the DCAC Sponsor Shareholders and a meeting of the DCAC Warrant Holders, will be held on the same day subsequent to the EGM, i.e. 12th May 2023. Notices for these meetings are included in the Revised Shareholder Circular. DCAC Shareholders, DCAC Warrant Holders and prospective investors should read the Revised Shareholder Circular in full and pay special attention to the risk factors therein. About DCAC DCAC is a special purpose acquisition company (“SPAC”) incorporated on 29 April 2021 under the Companies Law as a non-cellular company limited by shares. DCAC was created for the purpose of completing a merger, amalgamation, share exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business combination with a target business or entity. DCAC's leadership team comprises executive directors: Edmund Truell (Chief Executive Officer); non-executive directors: Wolf Becke (Chair/Independent Non-Executive Director), and Roger Le Tissier (Non-Executive Director); and special advisers: Dimitri Goulandris, Kari Stadigh and Luke Webster. DCAC was launched by Disruptive Capital GP Limited, a Guernsey investment firm licensed by the Guernsey Financial Services Commission to carry on controlled investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 2020. Disruptive Capital GP was founded by Edmund Truell and his late brother, Daniel Truell, former CIO of the Wellcome Trust charitable endowment. Following his death, the firm is now owned by the de Boucaud Truell Inter-Generational FLP and the Truell Conservation Foundation, a UK registered charity, set up to ‘make money for charity by being good investors’. The initial public offering (“IPO”) of DCAC took place on 6 October 2021. DCAC successfully completed the DCAC IPO, raising £125 million from new investors. Pursuant to reorganisation plans, some £123 million has and is being returned to shareholders. The Company now holds some £5 million in cash, post settlement of the share repurchases deemed valid, and having met all its outstanding liabilities. DCAC first announced proposals for the Business Combination on 20th February 2023. The DCAC Ordinary Shares and DCAC Warrants are currently separately listed and traded on Euronext Amsterdam under the ISIN GG00BMB5XZ39 and symbol DCACS for the DCAC Ordinary Shares and ISIN GG00BMB5XY22 and symbol DCACW for the DCAC Warrants. A copy of the Revised Shareholder Circular is available on the DCAC website (www.disruptivecapitalac.com). PRESS AND INVESTOR INFORMATION For more information, please contact: Company enquiries to: disruptive@admina.gg Registered office First Floor, 10 Lefebvre Street St Peter Port Guernsey GY1 2PE Media inquiries to: James Culverhouse EQ James.culverhouse@eqcorp.co +44 20 7223 1100 / +44 7912 508 322 Attachment * 20230420 Megalanic v2 - Shareholder Circular - FINAL (https://ml-eu.globenewswire.com/Resource/Download/28be5a08-6f8e-42d7-b879-019c67b8763e)
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