Update on Timetable for Potential Redemption

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 £10.44 per Public Share (comprising £10.00 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 £0.44 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 Shareholders and made available of the Company's website Redemption election through CREST available	1 March 2023
Latest time and date for completion or receipt of Redemption Notices (the "Election Return Time")	1:00 p.m. on 16 March 2023
Latest date for despatch of cheques in respect of redemption monies and for settlement of redemption monies through CREST or other form of payment	23 March 2023

*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 £100,000 to pay dissolution expenses), divided by thenumberof then outstanding Public Shares (which is expected to be approximately £10.44 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 Soliman, Company Secretary	[e-mail]
FTI Consulting (Financial PR advisor to HPAC ) Charles Palmer Kit Dunford	[phone] [phone]

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 "RelevantMember 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 Deadline"	the deadline by which the Company must complete a Business Combination;
"Business Combination Extension"	the extension of the Initial Business 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 General Meeting"	the general meeting of the Company to 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 Deadline "	28 February 2023;
"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.

 

END

 

 

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