TIDMHPA1
RNS Number : 7491Q
Hambro Perks Acquisition Com Ltd
22 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN INVITATION
TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A CIRCULAR OR
PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS OR PROSPECTIVE
INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF ITS
CONTENTS.
FOR IMMEDIATE RELEASE.
22 February 2023
Hambro Perks Acquisition Company Limited
Proposed Extension of Business Combination Deadline
Update on Timetable for Potential Redemption
On 10 February 2023, Hambro Perks Acquisition Company Limited
(LSE: HPA1) ("HPAC" or the "Company"), a special purpose
acquisition company formed to focus on a Business Combination with
a European technology-enabled business, announced that it was
seeking shareholder approval to extend the deadline by which it may
seek a business combination to 30 November 2023.
In connection with such proposed extension, the Company
announced that if the Initial Business Combination Deadline is
extended, holders of Public Shares would be entitled to redeem all
or a portion of this Public Shares following such extension. The
Company is pleased to provide an update on the proposed timetable
for any such redemption if the special resolution to be put to
shareholders at the extraordinary general meeting to be held at
11:30 a.m. on 28 February 2023 is approved.
Availability of Redemption Rights
As explained in the Company's announcement on 10 February 2023,
the amendment to the Articles in connection with the Business
Combination Extension requires that the Company provide the holders
of Public Shares (other than HPAC Sponsor LLP (the "Sponsor") or a
Director) with an early opportunity to redeem all or a portion of
their Public Shares, in addition to the existing opportunities to
redeem their Public Shares at the time of a Business Combination or
in the event that a Business Combination is not consummated prior
to the Business Combination Deadline.
Accordingly, if the Business Combination Extension is approved,
the Company shall provide its Public Shareholders with the
opportunity to redeem all or a portion of their Public Shares (in
accordance with the provisions of the Articles). Holders of Public
Shares will have up to 15 days from the date of the redemption
notice to elect to redeem their Public Shares (in line with the
timetable for redemption following a Business Combination).
This right of redemption applies whether or not a Public
Shareholder voted in favour of the Extension Resolution. Further,
the redemption of the Public Shares held by a Public Shareholder
does not trigger the repurchase or redemption of the Public
Warrants held by such Public Shareholder (if any). Accordingly,
Public Shareholders whose Public Shares are redeemed by the Company
will retain all rights to any Public Warrants that they may hold at
the time of such redemption.
Public Shareholders who elect to redeem a portion of, or who do
not redeem any of, their Public Shares will continue have the right
to redeem their Public Shares in accordance with the Articles,
including upon a Business Combination or in the event that a
Business Combination is not consummated prior to the Business
Combination Deadline.
In the event a Public Shareholder elects to redeem all or a
portion of their Public Shares, the price per-share, payable in
cash, is anticipated to be approximately GBP10.44 per Public Share
(comprising GBP10.00 per Public Share representing the amount
subscribed for by Public Shareholders together with Public
Shareholders' pro rata entitlement to the Escrow Account
Overfunding and accrued interest, expected to be approximately
GBP0.44 per Public Share), being the aggregate amount expected to
be on deposit in the escrow account opened with Citibank N.A. (the
"Escrow Account") as at the date of the EGM (less taxes payable)
divided by the number of outstanding Public Shares (excluding the
Overfunding Shares) as at the date of the EGM.
Expected timetable of events*
EVENT EXPECTED TIMETABLE
Redemption Record Time 6:00 p.m. on 28 February
2023
Redemption Notices posted to Public 1 March 2023
Shareholders and made available
of the Company's website
Redemption election through CREST
available
Latest time and date for completion 1:00 p.m. on 16 March 2023
or receipt of Redemption Notices
(the "Election Return Time")
Latest date for despatch of cheques 23 March 2023
in respect of redemption monies
and for settlement of redemption
monies through CREST or other form
of payment
*All references to time in this announcement are to London
time.
Actions
In order for a valid redemption election to be made, Public
Shareholders must hold Public Shares as at close of business (6:00
p.m.) on 28 February 2023 (the "Redemption Record Time").
Copies of the Redemption Notice will be posted to Shareholders
on 1 March 2023 and will also be available to download from the
Company's website from 1 March 2023. Redemption elections through
CREST will also be available from this date for Public Shareholders
who hold their Public Shares electronically.
If a Public Shareholder wishes to redeem all or a portion of
their Public Shares early, they are required to submit their
redemption election electronically through CREST or complete and
return the Redemption Notice so as to be received by HPAC's
registrar, Computershare Investor Services (Guernsey) Limited
("Computershare"), by 1:00 p.m. on 16 March 2023 (the "Election
Return Time"), being 15 days following the date of posting or
availability of the Redemption Notices .
Public Shareholders who validly elect to redeem all or a portion
of their Public Shares on or before the Election Return Time shall
have such Public Shares redeemed and payment in respect of such
Public Shares will be made by Computershare as soon as practicable
and in any event within five business days following the Election
Return time (being 23 March 2023).
If a Public Shareholder does not wish to redeem any of their
Public Shares, they do not need to return the Redemption Notice or
submit a redemption election through CREST or take any other
action.
Extraordinary General Meeting
The Business Combination Extension is conditional upon
Shareholder approval being obtained at the Extraordinary General
Meeting. Accordingly, the Directors are seeking approval of a
special resolution to authorise the Business Combination Extension
by way of an amendment to the Articles (the "Extension
Resolution").
If the Company is able to agree the terms of any Business
Combination and enter into definitive agreements in respect of such
transaction, HPAC will in due course publish an FCA-approved
prospectus and circular (which will include a notice to convene an
extraordinary general meeting to approve such Business Combination
(among other related matters)).
The EGM, to be held at 11:30 a.m. at the offices of White &
Case LLP, 5 Old Broad Street, London EC2N 1DW on 28 February 2023,
is being convened at which the Extension Resolution will be
proposed. Copies of the notice of the EGM and Forms of Proxy have
been posted to Shareholders and are available to download from the
Company's website (www.hpac.uk).
Consequences of not approving the Business Combination
Extension
In the event that the Extension Resolution is not approved, the
Company will:
-- not be able to complete a Business Combination by the Initial
Business Combination Deadline and will be left with substantial
unrecovered transaction costs, potentially including substantial
legal costs or other expenses, such as those of professional
advisors and service providers;
-- cease all operations except for the purpose of winding up;
-- as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the Escrow Account , including interest earned on the
funds held in the Escrow Account (less taxes payable and up to
GBP100,000 to pay dissolution expenses), divided by the number of
then outstanding Public Shares (which is expected to be
approximately GBP10.44 per Public Share), which redemption will
completely extinguish Public Shareholders' rights as Shareholders
(including the right to receive further liquidation distributions
(if any)); and
-- as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining Shareholders and
the Board, liquidate and dissolve, subject to the Company's
obligations under Guernsey law to provide for claims of creditors
and in all cases subject to the other requirements of applicable
law and regulation.
White & Case LLP and Carey Olsen (Guernsey) LLP are acting
as legal advisers to HPAC.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Appendix.
Enquiries
Hambro Perks Acquisition Company Limited peter@hambroperks.com
Peter Soliman, Company Secretary
FTI Consulting (Financial PR advisor
to HPAC )
Charles Palmer +44 (0) 7976 743 360
Kit Dunford +44 (0) 7717 417 038
Notes to Editors
The person responsible for arranging for the release of this
announcement on behalf of HPAC is Peter Soliman, Company
Secretary.
The LEI of HPAC is 2138002WGRFJRKBEVT75.
About HPAC
HPAC is a special purpose acquisition company incorporated as a
non-cellular company limited by shares under the laws of the Island
of Guernsey with number 69093 and for the purpose of acquiring a
majority (or otherwise controlling) stake in a company or operating
business through a merger, capital stock exchange, share purchase,
asset acquisition, reorganisation or similar transaction. HPAC was
admitted to trading on the standard listing segment of the main
market for listed securities of the LSE on 30 November 2021.
For further information on HPAC, please see www.hpac.uk.
DISCLAIMER:
These materials may not be published, distributed or transmitted
in the United States, Canada, Australia or Japan. These materials
do not constitute an offer of securities for sale or a solicitation
of an offer to purchase securities (the "Securities") of HPAC in
the United States, Australia, Canada, Japan or any other
jurisdiction in which such offer or solicitation is unlawful. The
Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). There
will be no public offering of the Securities in the United States.
The Securities have not been, and will not be, registered under the
Securities Act. The Securities referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada or Japan, subject to certain exceptions.
This publication constitutes neither an offer to sell nor a
solicitation to buy securities. An investment decision regarding
the Securities should only be made on the basis of the FCA-approved
prospectus.
This announcement does not constitute a prospectus. In the
United Kingdom, this announcement is only being distributed to, and
is only directed at, qualified investors, within the meaning of
Regulation (EU) No 2017/1129 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 who are also (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) persons falling within Article
49(2)(a) to (d) of the Order (high-net-worth companies,
unincorporated associations, etc.) or (iii) persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any Securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "Relevant
Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
HPAC has not authorised any offer to the public of Securities in
any Member State of the European Economic Area. With respect to any
Member State of the European Economic Area (each a "Relevant Member
State"), no action has been undertaken or will be undertaken to
make an offer to the public of Securities requiring publication of
a prospectus in any Relevant Member State. As a result, the
Securities may only be offered in Relevant Member States (i) to any
legal entity which is a qualified investor as defined in the
Prospectus Regulation; or (ii) in any other circumstances falling
within Article 1(4) of the Prospectus Regulation. For the purpose
of this paragraph, the expression "offer of securities to the
public" means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities
to be offered so as to enable the investor to decide to purchase or
subscribe for the Securities and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 and includes any
relevant delegated regulations.
This announcement may contain forward-looking statements.
Forward-looking statements are statements that are not historical
facts and may be identified by words such as "plans", "targets",
"aims", "believes", "expects", "anticipates", "intends",
"estimates", "will", "may", "continues", "should" and similar
expressions. These forward-looking statements reflect, at the time
made, HPAC's beliefs, intentions and current targets/aims
concerning, among other things, HPAC's results of operations,
financial condition, liquidity, prospects, growth and strategies.
Forward-looking statements include statements regarding:
objectives, goals, strategies, outlook and growth prospects; future
plans, events or performance and potential for future growth;
economic outlook and industry trends; developments of HPAC's
markets; the impact of regulatory initiatives; and the strength of
HPAC's competitors. Forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. The
forward-looking statements in this announcement are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination
of historical operating trends, data contained in HPAC's records
and other data available from third parties. Although HPAC believes
that these assumptions were reasonable when made, these assumptions
are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond HPAC's
control.
Forward-looking statements are not guarantees of future
performance and such risks, uncertainties, contingencies and other
important factors could cause the actual outcomes and the results
of operations, financial condition and liquidity of HPAC or the
industry to differ materially from those results expressed or
implied in the Information by such forward-looking statements. No
assurances can be given that the forward-looking statements will be
realised. The forward-looking statements speak only as of the date
of this announcement. HPAC expressly disclaims any obligation or
undertaking to release any updates or revisions to any
forward-looking statements to reflect any change in its
expectations with regard thereto or any changes in events,
conditions or circumstances on which any forward-looking statements
are based. No representation or warranty is made that any of these
forward-looking statements or forecasts will come to pass or that
any forecast result will be achieved. Undue influence should not be
given to, and no reliance should be placed on, any forward-looking
statement.
Appendix
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Articles" the Articles of Incorporation of the Company
as in force at the time of this announcement;
"Board" the board of Directors of the Company;
"Business Combination" a business combination between HPAC and
a target company;
"Business Combination the deadline by which the Company must
Deadline" complete a Business Combination;
"Business Combination the extension of the Initial Business
Extension" Combination Deadline to 30 November 2023;
"Company" or "HPAC" Hambro Perks Acquisition Company Limited,
a company registered in Guernsey;
"Directors" the directors of the Company;
"Escrow Account" the escrow account opened by the Company
with Citibank, N.A., London Branch;
"Escrow Account Overfunding" the additional funds committed by the
Sponsor to the Company through the private
placement of 350,000 Public Shares and
175,000 Public Warrants, each subscribed
for by the Sponsor at the time of the
Company's IPO;
"EGM" or the "Extraordinary the general meeting of the Company to
General Meeting" approve the Business Combination Extension;
" Extension Resolution the resolution of the Company to be passed
" at the EGM to approve the Business Combination
Extension by way of amending the Articles;
" FCA " the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act
2000 of the UK, as amended;
"Initial Business Combination 28 February 2023;
Deadline "
"IPO" the initial public offering of the Company
on 30 November 2021;
"Ordinary Shares" the Sponsor Shares and the Public Shares;
"Overfunding Shares" 350,000 Public Shares subscribed for by
the Sponsor at the time of the Company's
IPO as part of the Escrow Account Overfunding;
"Public Shareholders" the holders of Public Shares;
"Public Shares" the Class A Ordinary Shares of HPAC;
"Public Warrants" the warrants in respect of Public Shares
issued to holders of Public Shares;
"Shareholder" a holder of Ordinary Shares, including
a holder of Public Shares and a holder
of Sponsor Shares;
"Sponsor" HPAC Sponsor LLP, a limited liability
partnership formed in England and Wales,
with registration number OC439271 and
whose registered office is at 111 Buckingham
Palace Road, London, England, SW1W 0SR;
and
"Sponsor Shares" the 3,661,996 Class B Ordinary Shares
of HPAC purchased by the Sponsor. For
the avoidance of doubt, the Class B Ordinary
Shares are not admitted to trading on
a stock exchange.
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END
MSCTTMITMTITBMJ
(END) Dow Jones Newswires
February 22, 2023 09:41 ET (14:41 GMT)
Grafico Azioni Hambro Perks Acquisition (LSE:HPA1)
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Grafico Azioni Hambro Perks Acquisition (LSE:HPA1)
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