DUBAI, UAE, Dec. 6, 2021 /PRNewswire/ -- Swvl Inc.
("Swvl" or the "Company"), a global provider of transformative
tech-enabled mass transit solutions, today announced that upon the
completion of its proposed business combination with Queen's Gambit
Growth Capital ("Queen's Gambit") (NASDAQ: GMBT), the combined
public company will appoint W. Steve
Albrecht to its Board of Directors (the "Board") to serve as
an independent director and chair of the combined public company's
audit committee. Mr. Albrecht is a certified public accountant
(CPA), certified internal auditor (CIA) and certified fraud
examiner (CFE). His addition to the Board builds on Swvl's prior
appointment of three highly accomplished women and technology
leaders – Victoria Grace, Lone Fønss
Schrøder and Esther Dyson.
Mostafa Kandil, Swvl Founder
and CEO, said, "We are building a world class board of
directors and I'm pleased to welcome Steve to our
organization. As a director and the chair of our Board's
audit committee, Steve will play an integral role in advancing
Swvl's corporate governance practices and helping us to execute on
our growth plans, within existing markets and new geographies.
Steve brings deep expertise across finance, international
accounting and regulatory compliance. He will be an essential
member of the Swvl team, and we will draw on his vast experience as
we create tremendous value for all of Swvl's stakeholders."
"I very much look forward to joining the Board, working
alongside the impressive team that has already been assembled,
including my fellow Board members Mostafa, Victoria, Lone and
Esther, each of whom are distinguished technology investors and
experts," said Steve
Albrecht. "I was particularly drawn to Swvl given its
compelling mission of providing sustainable mass transit solutions
to underserved individuals and communities. The social and
financial cost imposed by a lack of mass transit solutions is
staggering. Having already established a leadership position in key
emerging markets, I believe that Swvl is ready to capitalize on a
truly global market opportunity."
Youssef Salem, Swvl CFO,
said, "We are honored to welcome Steve to Swvl. Steve was
previously named one of the top 50 Corporate Directors in America
by the National Association of Corporate Directors, demonstrating
the strength of the Board and the combined public company's
governance. Steve has a combined 90 years of serving as audit
committee chair on different boards of directors. His extraordinary
career as a business partner, educator and expert witness led to
him being recognized five times as one of the 100 most influential
accounting professionals in the United
States by Accounting Today magazine. As a board
member, he has also been involved in the acquisition and sale of
numerous companies and has been instrumental in taking two
companies public. He will add significant value in this area where
we continue to pursue M&A and capital markets initiatives to
further enhance shareholder value."
Victoria Grace, Founder and
CEO of Queen's Gambit Growth Capital, said, "The Swvl team has
done a superb job of compiling a world class Board of Directors
with deep expertise in technology, mobility, ESG and public company
leadership. Since announcing the transaction with Queens Gambit
several months ago, Swvl has effectively executed against every
element of its business strategy, with strong performance across
its current geographies, while capitalizing on compelling new
market opportunities in Europe and
South America. Swvl is creating
tremendous value for all stakeholders as it transforms mass
transit, bringing the power of mobility to underserved communities.
The market opportunity is tremendous and Swvl is uniquely
positioned from a technological, financial and operational
basis."
Additional Biographical Information
Mr. Albrecht has extensive board experience, having served as a
director of five public companies and seven private companies. He
has received numerous academic and professional awards and honors,
including both BYU's and the Marriott School's highest teaching and
research faculty honors, as well as the Lifetime Service Award from
the American Accounting Association. Mr. Albrecht has also been
retained as an expert witness in many of the largest financial
statement fraud cases in the United
States. He has served on the AICPA Governing Counsel; the
board of Regents of the Institute of Internal Auditors; the
Financial Accounting Standards Advisory Committee; the Financial
Accounting Foundation, which oversees accounting rule making in
the United States; COSO, which
sets internal control standards for public companies; as well as
president of the Association of Certified Fraud Examiners.
Swvl's Momentum
Following the announcement of Swvl's proposed
combination with Queen's Gambit in July, the Company has
continued to make tremendous strides in advancing its long-term
growth strategy. In addition to appointing three highly
experienced women and technology leaders to the combined
company's Board of Directors upon completion of the transaction,
Swvl has entered into definitive agreements to acquire
controlling stakes in Shotl and Viapool, released its first
annual ESG report, expanded within existing, core markets and
exceeded third quarter earnings expectations.
About Swvl
Swvl is a global tech startup that provides a semi-private
alternative to public transportation for individuals who cannot
afford or access private options. The Company builds parallel mass
transit systems offering intercity, intracity, B2B and B2G
transportation. Swvl's tech-enabled offerings make mobility safer,
more efficient and environmentally friendly, while still ensuring
that it is accessible and affordable for everyone. Customers can
book their rides on an easy-to-use app with varied payment options
and access high-quality private buses and vans that operate
according to fixed routes, stations, times, and prices.
Swvl was co-founded by Mostafa
Kandil, who began his career at Rocket Internet, where he
launched the car sales platform Carmudi in the Philippines, which became the largest car
classifieds company in the country in just six months. He then
served as Rocket Internet's Head of Operations. In 2016, Kandil
joined Careem, a ride-sharing company and the first unicorn in the
Middle East. He supported the
platform's expansion into multiple new markets. Careem is now a
subsidiary of Uber, based in Dubai, with operations across 100 cities and
15 countries.
For additional information about Swvl, please visit
www.swvl.com.
Additional Information and Where to Find It
This news release relates to a proposed transaction among Swvl,
Pivotal Holdings Corp, a wholly owned subsidiary of Swvl,
("Holdings") and Queen's Gambit. This news release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the proposed transaction, Holdings filed a registration
statement on Form F-4 (File No. 333-259800) (as amended, the
"Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"), which includes a joint proxy
statement/prospectus. Queen's Gambit and Holdings also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of Queen's Gambit are urged to read the Registration Statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS
THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders can obtain copies of these documents and other
documents filed with the SEC free of charge at www.sec.gov. The
definitive proxy statement/final prospectus (if and when available)
will be mailed to shareholders of Queen's Gambit as of a record
date to be established for voting on the business combination.
Shareholders of Queen's Gambit will also be able to obtain copies
of the proxy statement/prospectus without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
Queen's Gambit Growth Capital, 55 Hudson Yards, 44th Floor,
New York, New York, 10001.
Participants in the Solicitation
Queen's Gambit, Swvl and Holdings and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Queen's Gambit's shareholders in
connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of the directors and
officers of Holdings, Swvl and Queen's Gambit in the Registration
Statement. Information about Queen's Gambit's directors and
executive officers is also available in Queen's Gambit's Annual
Form 10-K for the fiscal year ended December
31, 2020 and other relevant materials filed with the SEC.
You may obtain a free copy of these documents as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business
combination among Swvl, Holdings and Queen's Gambit, the estimated
or anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts.
These statements are based on the current expectations of Swvl
and/or Queen's Gambit's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Swvl and Queen's
Gambit. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions, including but not
limited to the economic and operational disruptions and other
effects of the COVID-19 pandemic; the inability of the parties to
consummate the business combination or the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; the number of
redemption requests made by Queen's Gambit's shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that the
approval of the shareholders of Swvl or Queen's Gambit for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
additional information that may later arise in connection with
preparation of the Registration Statement and proxy materials, or
after the consummation of the business combination as a result of
the limited time Queen's Gambit had to conduct due diligence; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to
execute its growth strategy, manage growth profitably and retain
its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience
as a public company; the lack of, or recent implementation of,
certain policies and procedures to ensure compliance with
applicable laws and regulations, including with respect to
anti-bribery, anti-corruption, and cyber protection; the risk that
Swvl is not able to execute its growth plan, which depends on
rapid, international expansion; the risk that Swvl is unable to
attract and retain consumers and qualified drivers and other high
quality personnel; the risk that Swvl is unable to protect and
enforce its intellectual property rights; the risk that Swvl is
unable to determine rider demand to develop new offerings on its
platform; the difficulty of obtaining required registrations,
licenses, permits or approvals in jurisdictions in which Swvl
currently operates or may in the future operate; the fact that Swvl
currently operates in and intends to expand into jurisdictions that
are, or have been, characterized by political instability, may have
inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect
foreign investment or involvement; the risk that Swvl's drivers
could be classified as employees, workers or quasi-employees in the
jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is
subject to territorial anti-corruption laws in these jurisdictions;
the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the
business combination; costs related to the business combination;
Swvl's pending acquisition of a controlling interest in Shotl may
not be completed as anticipated, or if completed, may not be
beneficial to Swvl as a result of the cost of integrating
geographically disparate operations and the diversion of
management's attention from its existing business, among other
things; and other risks that will be detailed from time to time in
filings with the SEC. The foregoing list of risk factors is
not exhaustive. There may be additional risks that Swvl presently
does not know or that Swvl currently believes are immaterial that
could also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide Swvl's expectations, plans or forecasts of future events
and views as of the date of this communication. Swvl anticipates
that subsequent events and developments will cause Swvl's
assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future,
Swvl specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Swvl's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
No Offer or Solicitation
This news release is for informational purposes only and is not
a "solicitation" as defined in Section 14 of the Securities
Exchange Act of 1934, as amended. This news release is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the business combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
Investor.relations@swvl.com
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SOURCE Swvl Inc.