REG - Financials Acqn.Corp - Intention to float on the London Stock Exchange
06/04/2022 08:15
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RNS Number : 4474H Financials Acquisition Corp 06 April 2022
Wednesday 6(th) April 2022
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OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
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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 is not an offer of securities for sale 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 on the basis of information
contained in a prospectus in its final form (the "Prospectus") that may be
published by Financials Acquisition Corp (the "Company") in due course in
connection with the possible Admission ("Admission") of redeemable ordinary
shares in the Company and matching warrants to the standard listing segment of
the Official List of the FCA and to trading on the main market of London Stock
Exchange plc (the "London Stock Exchange"). A copy of any Prospectus published
by the Company will, if published, be available for inspection from the
Company's registered office at c/o Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman
Islands and on the Company's website (www.finsac.co.uk).
Press Release
Financials Acquisition Corp
Intention to float on the London Stock Exchange
Financials Acquisition Corp, a special purpose acquisition company ("SPAC")
sponsored by FINSAC LLP (the "Sponsor Entity"), which is a limited liability
partnership founded by William Allen and Andrew Rear, is pleased to announce
its intention to float on the London Stock Exchange. The Company intends to
raise £150 million through the listing.
William Allen and Andrew Rear have significant experience as senior executives
in insurance and financial services. Mr Allen is an experienced capital market
executive focused on the global insurance industry and Mr Rear is an insurance
industry executive with a strong track record of delivering returns through
investing in and growing insurance companies. The Company is targeting a
Business Combination with a technology-enabled company or business which is
likely to operate in (or adjacent to) the insurance or broader financial
services industry.
William Allen, Chief Executive Officer of the Company, said:
"We are delighted to launch the first UK SPAC that will be focused on the
rapidly growing Insurtech industry. Technology has transformed every facet of
daily life and ambitious tech-enabled insurers are driving this growth as they
disrupt traditional markets. Much of this transformation currently stems from
private investments and we believe now is the right time to bring these next
generation companies to the public market in London - the natural home of
insurance."
Andrew Rear, Executive Chairman of the Company, said:
"Through the industry expertise and skill set of the management, board and
sponsor team, the Company believes it can identify and help bring to the
public market high quality Insurtech companies with the ambition to grow and
significantly enhance the long-term value of their businesses as a listed
company. Our combined global network and track record in insurance give us
confidence that we will attract ideal targets in the space and we look forward
to bringing a partnership to market soon."
Strategic Rationale
Technological developments have, over the past few decades, transformed every
facet of daily and business life and this trend has been accelerated by the
COVID-19 pandemic. Whilst the insurance industry has historically been slow to
adopt technology to overcome structural barriers in distribution,
administration and underwriting, in recent years the market has shown signs of
transformation, with many innovative companies emerging that are set to
disrupt and become winners in their selected markets. The Company groups these
winners into four broad categories, namely (i) Insurtech managing general
agents and similar product providers; (ii) Technology-enabled London market
participants; (iii) Technology-enabled distribution; and (iv) Fintech,
Insurtech and Regtech, software as a service (SaaS).
Much of the technology transformation that has occurred to date has taken
place in privately held organisations. As numerous tech-enabled insurers reach
sufficient scale and maturity to be ready for the public markets this step
involves risks and distractions. The Company believes it will offer an
efficient, attractive and smooth path to being a public company. At the same
time, the Company believes that the experience and skill set of the management
team and the sponsor team can add value to the target company through M&A,
capital structuring, capital raising, digital marketing and investor relations
expertise, enhancing its long-term value as a listed entity.
Sponsor Team
The Sponsor Entity, founded by Andrew Rear and William Allen, is supported by
certain institutional and strategic investors and industry experts. Such
investors comprise funds managed by Toscafund Asset Management LLP
("Toscafund"), Empyrean Capital Overseas Master Fund Ltd. ("Empyrean" and
together with Toscafund, the "Cornerstone Investors") and Ventura Capital GP
Limited ("Ventura Capital") (or their affiliates) and such industry experts
include Dominic Christian and Aditya Dutt (together with the Cornerstone
Investors and Ventura Capital, the "Sponsor Team").
Insurance and Financial Technology Investment Experience
Drawing upon many years of experience, the Company's directors, Andrew Rear
(Chairman), William Allen (CEO), Paul Jardine (Senior Independent
Non-Executive Director), Nic Gorey (Independent Non-Executive Director),
Shobha Frey (Independent Non-Executive Director) and David Morant (Independent
Non-Executive Director) (the "Directors") have highly valuable access to a
deep network of relationships with founders and executives, venture
capitalists and growth equity investors. In addition, the Directors have a
track record of supporting insurance, Insurtech and related technology
companies in optimising their growth strategy by reinforcing existing and
introducing new initiatives. As such, the Company believes it is well
positioned to identify attractive opportunities in the tech-enabled insurance
or broader financial services industry and support them to maximise the
delivery of long-term value as listed entities.
Acquisition Criteria
Financials Acquisition Corp has been formed for the purpose of completing an
initial merger, share exchange, asset acquisition, share purchase,
reorganisation or similar business combination (a "Business Combination") with
a technology-enabled company or business operating principally in (or adjacent
to) the insurance or broader financial services industry. The Company has a
global geographic focus, but specific attention will be paid to those
companies and businesses operating in the UK and across Europe. In any
Business Combination the Company will seek to utilise the combination of its
target sourcing capabilities, operational excellence, broad and global reach,
and the Management Team's track record in insurance to create value for its
shareholders.
The companies being considered for a business combination by Financials
Acquisition Corp must have the potential for sustainable advantage beyond
short-term growth, significant bottom-line growth, a strong management team
with a solid track record of value creation who are ready for public markets,
as well as operating in parts of the insurance value chain where technology
offers a structural operating and/or distribution advantage.
The Sponsor Team and Directors of Financials Acquisition Corp have been
assembled to provide advantaged access to Insurtech and London insurance
market participants.
Placing Details
· Financials Acquisition Corp will place 15,000,000 Class A ordinary
shares (the "Ordinary Shares") (with matching warrants (the "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 (the "Offering").
Each Warrant entitles the holder to purchase one Ordinary Share at a price of
£11.50 per Ordinary Share, subject to adjustments, at any time commencing 30
days after the completion date of a Business Combination.
· The Ordinary Shares and Warrants are each expected to be admitted
to the standard listing segment of the Official List of the FCA and to the
London Stock Exchange's main market for listed securities.
· The Sponsor Entity has subscribed for 3,862,500 Class B ordinary
shares (the "Sponsor Shares") in Financials Acquisition Corp, of which: (i)
1,931,250 will convert into Ordinary Shares on a one-for-one basis upon
completion of a Business Combination; (ii) 965,625 will convert into Ordinary
Shares on a one-for-one basis following completion of a Business Combination
subject to the closing price of the Ordinary Shares being not less than
£11.50 per Ordinary Share for any 20 trading days within a 30 trading day
period; and (iii) 965,625 will convert into Ordinary Shares on a one-for-one
basis following completion of a Business Combination subject to the closing
price of the Ordinary Shares being not less than £13.00 per Ordinary Share
for any 20 trading days within a 30 trading day period.
· The Cornerstone Investors have between them conditionally agreed to
subscribe in aggregate for 3,000,000 Ordinary Shares (with matching Warrants
being issued to such subscribers 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
for an aggregate purchase price of £30,000,000 in a private placement that
will close immediately prior to the completion of the Offering.
· The Sponsor Entity has conditionally subscribed for £3,875,000 of
additional funds to the Company by subscribing for 3,875,000 warrants at
£1.00 each (the "Sponsor Warrants"). The proceeds of such subscription will
be used to pay the costs of the Offering and to provide it with its working
capital until it is able to complete a Business Combination. Each Sponsor
Warrant entitles the holder to purchase one Ordinary Share at a price of
£11.50 per Ordinary Share, subject to adjustments, at any time commencing 30
days after the completion date of a Business Combination.
· FINSAC II LLP (the "Overfunding Sponsor Entity") is supported by
Empyrean, Toscafund, Ventura Capital and the Sponsor Entity who have each made
capital contributions in cash to hold membership interests in the Overfunding
Sponsor Entity. The Overfunding Sponsor Entity is committing additional funds
to the Company through the subscription for 450,000 Ordinary Shares without
matching Warrants (the "Overfunding Shares") at the subscription price of
£10.00 each.
· The Company will have 15 months from Admission to complete a
Business Combination (the "Initial Business Combination Deadline"). The
Initial Business Combination Deadline may be extended twice by a three-month
period at the Board's discretion in order to complete a Business Combination,
subject to additional Escrow Account Overfunding. The Company does not
currently intend to rely on an Extension Period to complete a Business
Combination, however there can be no assurance that an Extension Period will
not be sought by the Company. If the Company intends to complete a Business
Combination, it will convene a general meeting and propose the Business
Combination for consideration and approval by Shareholders.
· An amount equal to the gross proceeds from the Offering and the
Escrow Account Overfunding will be deposited in an escrow account opened with
HSBC Bank plc (the "Escrow Account"). The Company will provide Ordinary
Shareholders with the opportunity to redeem all or a portion of their Ordinary
Shares upon the completion of the Business Combination at a per-share price,
payable in cash, equal to the aggregate balance in the Escrow Account
calculated as of two trading days prior to the date of completion of the
Business Combination, divided by the number of then issued and outstanding
Ordinary Shares Redemptions will only be effected following the completion of
the Business Combination. There will be no redemption rights with respect to
the Sponsor Shares or and the holders of Overfunding Shares have waived their
redemption rights.
· The Joint Global Coordinators and Joint Bookrunners for the
transaction are Barclays Bank PLC ("Barclays"), HSBC Bank plc ("HSBC"), and
Numis Securities Limited ("Numis"). The Growth Stage Limited ("TGS") is acting
as Joint Bookrunner. The legal adviser to the Company is Winston & Strawn
London LLP (as to U.S. and English law). The legal adviser to the Joint Global
Coordinators and Joint Bookrunners is Davis Polk & Wardwell London LLP (as
to U.S. and English law). Independent Auditors and Reporting Accountant to the
Company is PKF Littlejohn LLP.
For further information, please contact:
For media enquiries
Finsbury Glover Herring - Financial PR Adviser
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgh.com
For investor enquiries
Barclays - Joint Global Coordinator & Joint Bookrunner
Ken Brown
Stefano Conte
James Phillips
+44 20 7623 2323
HSBC - Joint Global Coordinator & Joint Bookrunner
Julian Wentzel
Graeme Lewis
Robert Baker
+44 20 7991 8888
Numis - Joint Global Coordinator & Joint Bookrunner
James Taylor
Charles Farquhar
Giles Rolls
+44 20 7260 1000
The Growth Stage - Joint Bookrunner
Simon Stewart
+44 20 3883 4045
About Financials Acquisition Corp, the Sponsor Entity and Overfunding Sponsor
Entity
Financials Acquisition Corp is a SPAC incorporated under the laws of the
Cayman Islands as an exempted company limited by shares for the purpose of
completing a Business Combination with a company or business operating
principally in (or adjacent to) the insurance or broader financial services
industry.
The Company is sponsored by the Sponsor Entity which is a limited liability
partnership incorporated under the laws of England and Wales and founded by
William Allen and Andrew Rear, who are also the designated members of the
Sponsor Entity (the "Management Team"). The Sponsor Entity is supported by
certain institutional and strategic investors and industry experts who have
each made capital contributions to hold membership interests in the Sponsor
Entity. Such investors comprise the Cornerstone Investors and Ventura Capital
and such industry experts include Dominic Christian and Aditya Dutt.
The Company is also sponsored by the Overfunding Sponsor Entity which is a
limited liability partnership incorporated under the laws of England and Wales
and founded by the Sponsor Entity. The Overfunding Sponsor Entity is supported
by Toscafund and Empyrean who have each made capital contributions to hold
membership interests in the Overfunding Sponsor Entity. The Overfunding
Sponsor Entity is committing additional funds to the Company through the
subscription for 450,000 Overfunding Shares at the subscription price of
£10.00 each.
Company Leadership Biographies
Andrew Rear - Executive Chairman and Management Team Member
Andrew Rear is the Executive Chairman of the Company and a member of the
Sponsor Entity's Management Team. Mr. Rear is an insurance industry executive
with over 20 years' experience in the global insurance industry. From 2010 to
2020 Mr Rear was an executive at Munich Re. In 2016 Mr Rear set up Munich Re
Digital Partners a separate operating division tasked with investing in the
insurance technology ("Insurtech") industry and supporting the industry with
reinsurance capacity. Prior to this Mr Rear was an operating chief executive
across the life reinsurance operations in the UK, Ireland, Africa and Asia
Pacific for Munich Re. From 2000 to 2010 Mr Rear was part of the team that
built Oliver Wyman's insurance consulting business in Europe and from 2008
until his departure Mr Rear was in charge of this business. Prior to that Mr
Rear was a product development manager at Prudential plc.
At Munich Re Digital Partners Mr Rear was responsible for investments
totalling almost $400m in 11 Insurtech start-ups. The highest profile
investments include Bought By Many, Next Insurance, Ticker and Hippo with
growth rates between first investment and latest or exit valuations of 64.5x,
32.4x, 15.6x and 14.9x respectively. The Next Insurance investment was made in
its 2017 Series A at a valuation of $120m and upsized in 2019, investing a
further $250m at $875m. In the last Series E capital raise in March 2021, Next
Insurance was valued at $4bn post-money. The Hippo investment was made in its
2018 Series C at a $315m valuation. In March 2021 Hippo announced a business
combination with Reinvent Technology Partners Z at a valuation of $5bn. The
Bought By Many investment was made in its 2017 Series A at a $35.9m valuation.
In its Series D capital raise in June 2021 Bought By Many was valued at
$2.35bn post-money. Other investments include Spruce, Wrisk and Acko with
growth rates between first investment and latest exit valuation of 11.7x, 5.5x
and 1.3x respectively. Further investments made include Trov, Inshur, Slice,
and Neos. Munich Re Digital Partners also supported these operations with
reinsurance capital which allowed a deeper understanding of the particular
businesses as well as a long-term source of underwriting profits.
Since leaving Munich Re Digital Partners in December 2020, Mr Rear has
continued to be heavily involved in the Insurtech industry. Since October 2020
he has served as Non-Executive Chairman at Buckle and since April 2021, is
serving as a Non-Executive Director at Ticker and since August 2021, he is
serving as a Non-Executive Director at Primary Group. He is also an industry
partner at the private equity firm Motive Partners.
William Allen - Chief Executive Officer and Management Team Member
William Allen is the Chief Executive Officer of the Company and a member of
the Sponsor Entity's Management Team. Mr Allen is an experienced capital
markets executive focused on the global insurance industry. From 2012 to 2020
Mr Allen was a Managing Director at Keefe, Bruyette & Woods covering
institutional accounts across North America. From 2008 to 2012, Mr Allen
performed a similar role at Fox-Pitt Kelton during which time it was acquired
by the Macquarie Group. Prior to this Mr Allen was an Insurance Analyst in
London focusing on the reinsurance and Lloyd's of London market with Bear
Stearns International.
At Keefe, Bruyette & Woods, Mr Allen was involved in capital market
transactions across the financial sector. This included numerous IPOs, private
capital raises and M&A situations. Mr Allen's regular commentary on the
sector was highly respected and distributed extensively across the buy-side
and corporations. Mr Allen continued to be heavily involved in the insurance
sector, advising chief executives and boards on capital raising activity and
speaking at industry conferences. Mr Allen helped corporations with marketing
activities to buy-side investors and led trips to the UK, Monte Carlo, Asia
and the U.S. to meet industry professionals. Mr Allen has an extensive network
of industry and buy-side contacts which will aid the capital raising and
access to target companies.
At Bear Stearns, Mr Allen was a highly rated Insurance Analyst and became
Managing Director at the of 25. Mr Allen's contacts within the industry and
latterly in the insurance linked securities market helped him develop a
reputation as a leading expert on the industry.
In July 2020 Mr Allen left Keefe, Bruyette & Woods to establish WFSA
Capital which is an advisory boutique established to take advantage of the
rising prices in the traditional insurance industry and the capital
dislocation post COVID-19, the rise of Insurtech and alternative capital.
During this time Mr Allen has worked with various of the 'Class of 2020'
speciality insurers, Insurtechs and SPACs on their capital raising strategies.
Paul Jardine, Senior Independent Non-Executive Director
Paul Jardine is a Senior Independent Non-Executive Director of the Company. Mr
Jardine is an experienced public company insurance executive. As Chief
Operating Officer of Catlin from 2001 to 2015 Mr Jardine performed many
investor and public markets duties. Mr Jardine also led Catlin through the
acquisition by XL. Mr Jardine is currently a Non-Executive Chairman of Asta
and Chaucer as well as a Non-Executive Director at Akinova and an advisor for
ECMS. Prior to Catlin, Mr Jardine was chief actuary of Equitas and a partner
of PWC. The Company believes Paul's experience makes him well placed to help
assess the attractiveness of a target company and ways to add value to the
target company.
Nic Gorey, Independent Non-Executive Director
Nic Gorey is an Independent Non-Executive Director of the Company. Mr Gorey is
a serial entrepreneur and a recognised leader in digital marketing. In 2009 Mr
Gorey was approached by Facebook to partner in building a platform to optimise
advertising campaigns via Facebook advertising's application programming
interface. Mr Gorey founded Rocketer which runs online advertising campaigns
and lead generation through artificial intelligence and machine learning
processes to optimise conversion. Rocketer works globally with 70 financial
services partners. The Company believes this experience makes Mr Gorey well
placed to help assess the attractiveness of a target company and ways to add
value to the target company.
Shobha Frey, Independent Non-Executive Director
Shobha Frey is an Independent Non-Executive Director of the Company. Ms Frey
is a private growth investor with expertise in insurance investing. Prior to
this Ms Frey was an Equity Analyst and Portfolio Manager focused on the global
insurance industry at Putnam. Ms Frey managed a financials sleeve at K-Capital
and international equities for the Harvard Management Company. The Company
believes this experience makes Ms Frey well placed to help assess the
attractiveness of a target company and ways to add value to the target
company.
David Morant, Independent Non-Executive Director
David Morant is an Independent Non-Executive Director of the Company. Mr
Morant is an experienced public markets investor and operator. Currently he
serves as a Managing Director at NYSE-listed Eneti (NETI) and Scorpio UK.
Prior to this he was a Portfolio manager at both CQS and SAC Global and he was
also an analyst at Sorus Fund Management and worked in investment banking at
J.P. Morgan. The company believe his experience raising capital and also
investing make him well placed to help assess the attractiveness of a target
company and ways to add value to the target company.
IMPORTANT LEGAL INFORMATION
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States), Australia, Canada, Japan, South
Africa or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions 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.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for, or otherwise invest in, securities
to any person in 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 may not be offered or sold in the
United States unless registered under the US Securities Act of 1933, as
amended ("Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act. The proposed
offer and sale of securities referred to herein has not been and will not be
registered under the Securities Act or under the applicable securities laws of
Australia, Canada, Japan or South Africa. Subject to certain exceptions, 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. There will be
no public offer of the securities referred to herein in the United States,
Australia, Canada, Japan, South Africa or elsewhere.
In any member state of the European Economic Area, this announcement and any
offer if made subsequently is, and will be, directed only at persons who are
"qualified investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended ("Qualified Investors"). Any investment or investment
activity to which this announcement relates is available only to and will only
be engaged in with Qualified Investors. This communication must not be acted
on or relied on in any member state of the European Economic Area, by persons
who are not Qualified Investors.
In the United Kingdom, this announcement is only being distributed to, and is
directed only at, (a) "qualified investors" within the meaning of Article 2(e)
of Prospectus Regulation (EU) 2017/1129 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, (as amended, the "EUWA"), as
amended and supplemented (the "UK Prospectus Regulation"), who are also (b)(i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" 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 companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons together being referred
to as "relevant persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged in with
relevant persons. Persons who are not relevant persons should not take any
action on the basis of this announcement and should not act or rely on it.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect the Company's current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.
Each of the Company, Barclays, HSBC, Numis and TGS and their respective
affiliates as defined under Rule 501(b) of Regulation D of the Securities Act
("affiliates"), expressly disclaims any obligation or undertaking to update,
review or revise any forward looking statement contained in this announcement
whether as a result of new information, future developments or otherwise, 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 Offering or any
transaction or arrangement referred to therein.
This announcement is an advertisement and does not constitute a prospectus
within the meaning of the UK Prospectus Regulation and does not constitute an
offer to acquire securities. Any purchase of any securities in the proposed
Offering should be made solely on the basis of information contained in the
Prospectus which may be issued by the Company in connection with the Offering
and Admission. The information in this announcement is subject to change.
Before purchasing any securities in the Offering, persons viewing this
announcement should ensure that they fully understand and accept the risks
which will be set out in the Prospectus if published. No reliance may be
placed for any purpose on the information contained in this announcement or
its accuracy or completeness. This announcement shall not form the basis of or
constitute any offer or invitation to sell or issue, or any solicitation of
any offer to purchase any securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.
The date of Admission may be influenced by a variety of factors which include
market conditions. The Company may decide not to go ahead with the Offering
and there is therefore no guarantee that Admission will occur. You should not
base your financial decision on this announcement or the Company's intentions
in relation to Admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not form
part of or constitute a recommendation concerning any offer. The value of
securities can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of a possible offer for
the person concerned.
None of Barclays, HSBC, Numis and TGS, or any of their affiliates or any of
their or their affiliates' directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.
Accordingly, each of Barclays, HSBC, Numis and TGS, and any of its and any of
its or its affiliates' directors, officers, employees, advisers or agents
expressly disclaims, to the fullest extent possible, any and all liability
whatsoever for any loss howsoever arising from, or in reliance upon, the whole
or any part of the contents of this announcement, whether in tort, contract or
otherwise which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.
Each of Barclays, HSBC, Numis and TGS are acting exclusively for the Company,
the Sponsor Entity and the Overfunding Sponsor Entity and no-one else in
connection with the proposed Offering. They will not regard any other person
as their respective clients in relation to the proposed Offering and will not
be responsible to anyone other than the Company, the Sponsor Entity and the
Overfunding Sponsor Entity for providing the protections afforded to their
respective clients, nor for providing advice in relation to the proposed
Offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. Each of Barclays and HSBC is authorised in
the United Kingdom by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the FCA and the PRA. Each of Numis and TGS
is authorised and regulated in the United Kingdom by the FCA.
In connection with the Offering, each of Barclays, HSBC, Numis and TGS and any
of their affiliates may take up a portion of the Ordinary Shares and Warrants
as a principal position and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such Ordinary Shares
and/or Warrants and other securities of the Company or related investments in
connection with the Offering or otherwise. Accordingly, references in the
Prospectus, once published, to the Ordinary Shares and/or Warrants being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by each of Barclays, HSBC, Numis and TGS and any of their
affiliates acting in such capacity. In addition, each of Barclays, HSBC, Numis
and TGS and any of their affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which each of Barclays, HSBC, Numis and TGS and any of their
affiliates may from time to time acquire, hold or dispose of Ordinary Shares
and/or Warrants. None of Barclays, HSBC, Numis and TGS, nor any of their
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares and the Warrants subject of the
Offering have been subject to a product approval process, which has determined
that: (a) the target market is eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook, and professional clients, as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by
virtue of the EUWA; and (b) all channels for distribution to eligible
counterparties and professional clients are appropriate (the "UK Target Market
Assessment").
Any person subsequently offering, selling or recommending the Ordinary Shares
and the Warrants (a "Distributor") should take into consideration the
manufacturers' relevant UK Target Market Assessment; however, a distributor
subject to the UK Product Governance Requirements is responsible for
undertaking its own target market assessment in respect of the Ordinary Shares
and the Warrants (by either adopting or refining the manufacturers' UK Target
Market Assessment) and determining appropriate distribution channels.
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Ordinary Shares and the Warrants may decline and
investors could lose all or part of their investment; the Ordinary Shares and
the Warrants offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares and the Warrants is compatible only with
investors who do not need a guaranteed income or capital protection, who
(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 who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offering.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A of COBS; 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 Ordinary Shares and the Warrants.
Each Distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and the Warrants and determining
appropriate distribution channels.
Prohibition of sales to UK, EEA and Swiss Retail Investors
The Ordinary Shares and the Warrants are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom, EEA or in Switzerland,
in or as part of the Offering. For these purposes, (A) in the United Kingdom a
"retail investor" means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law in the UK by virtue of the EUWA; or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law in the UK by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law in the UK by virtue of the EUWA; (B) in the EEA, a
"retail investor" means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation; and
(C) in Switzerland, a "retail investor" means a person who is not a
professional client as defined in Article 4 Paragraph 3 of the Swiss Federal
Act on Financial Services (the "FinSA"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation"), or Regulation (EU) No 1286/2014, as amended, as it forms part of
UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") or the
FinSA for offering or selling the Ordinary Shares or the Warrants or otherwise
making them available to retail investors in the UK, EEA or in Switzerland has
been prepared and, therefore, offering or selling the Ordinary Shares or the
Warrants or otherwise making them available to any retail investor in the UK,
EEA or in Switzerland may be unlawful under the UK PRIIPs Regulation, the
PRIIPs Regulation or the FinSA, as applicable.
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