Warrant Exercise and / or Redemption Instructions
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES,
AUSTRALIA, CANADA,
JAPAN, SOUTH
AFRICA OR ANY
OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF APPLICABLE
SECURITIES LAWS
GLOBAL INTERCONNECTION GROUP LIMITED (“GLOBAL
INTERCONNECTION GROUP”,
“GIG” or the
“Company”)
in respect
ofGLOBAL
INTERCONNECTION GROUP
Ordinary Shares ISIN Code
GG00BMB5XZ39XAMS :
CABLE
GLOBAL
INTERCONNECTION GROUP
Public Warrant Holders
ISIN Code GG00BMB5XY22XAMS
: GIGWT
THIS PRESS
RELEASE CONTAINS
INFORMATION THAT
QUALIFIES OR MAY
HAVE QUALIFIED
AS INSIDE INFORMATION WITHIN THE MEANING
OF ARTICLE 7(1) OF THE EU MARKET ABUSE REGULATION.
Publication of
information regarding
Warrant
Exercise and /
or Redemption
Instructions
31
July 2023
Holders of Global InterConnection Group Ordinary Shares and
Global InterConnection Group Public Warrants should read this
release in its entirety and refer also to the Announcement of 11th
July 2023.
Exercise of
GIG Public
Warrants
The following members of the board, management
and Concert Party have given notice of their intention to Exercise
their holdings of GIG Public Warrants
Truell Conservation Foundation 51,328
warrantsTruell Intergenerational Family Limited Partnership Inc
1,172 warrantsDisruptive Capital GP Limited 155 warrantsKari
Stadigh 23,438 warrantsJohn Loveless 781 warrants
The table summarises the net return that GIG
Public Warrants may be expected to receive in the Exercise and the
Redemption.
|
Cash payment by GIG Public
Warrant Holder |
GIG Public Warrant Holder receives
per GIG Public
Warrant |
Net Return |
Exercise |
£7.00 |
- One GIG Ordinary Share priced1 at £11.655
- A fraction of a 2056 GreenBond to the value of £5.00
|
+ £9.655 |
Cashless Redemption |
nil |
0.261 GIG Ordinary Share priced2 at £3.04(1) |
+ £3.041 |
Redemption of
GIG Public
Warrants
The following members of the board, management
and Concert Party have given notice of their intention to redeem
their holdings of GIG Public Warrants in a cashless Redemption:
Cedriane de Boucaud 28,750 warrantsClos du Valle
Investments Limited 5,313 warrants
If you wish to participate in the Exercise, you
must make this known to your bank and broker. In order for GIG
Public Warrants to be validly exercised, NO LATER THAN
17:40 CEST ON 24 AUGUST 2023:
(i) such GIG Public
Warrants must be delivered to Van Lanschot Kempen N.V.
(“VLK”) as agent to the Company for the GIG Public
Warrants held through Euroclear
Nederland; (ii) payment
in full must be made to VLK of £7.00 in cash for each GIG Public
Warrant exercised, as well as of any and all applicable taxes due
in connection with the exercise of those GIG Public Warrants, the
exchange of those GIG Public Warrants for the GIG Ordinary Shares
and 2056 GreenBonds and the issuance of such GIG Ordinary Shares
and 2056 GreenBonds;
and (iii) a “Warrant
Holder Representation Letter” in the form set forth in Appendix 1
of this press release, duly completed and executed by the relevant
GIG Public Warrant Holder, must be delivered to VLK at the
following email address: kas@kempen.nl.GIG Public Warrant
Holders should be aware that the relevant bank or broker may set an
earlier deadline for communication by GIG Public Warrant Holders in
order to permit the bank or broker to communicate the exercise of
GIG Public Warrants to VLK.
If you wish to participate in the Redemption, you must make this
known. In order for GIG Public Warrants to be validly
redeemed, NO
LATER THAN 17:40
CEST ON 24
AUGUST 2023:
(iv) such GIG Public
Warrants must be delivered to Van Lanschot Kempen N.V.
(“VLK”) as agent to the Company for the GIG Public
Warrants held through Euroclear
Nederland; (v) a
“Warrant Holder Representation Letter” in the form set forth in
Appendix 1 of this press release, duly completed and executed by
the relevant GIG Public Warrant Holder, must be delivered to VLK at
the following email address: kas@kempen.nl.GIG Public Warrant
Holders may also elect not to receive their entitlement to 0.261
GIG Ordinary Share in connection with the Redemption. In order to
effectuate such election, GIG Public Warrant Holders should make
this known to VLK by email to kas@vanlanschotkempen.com by 17:40
CEST on 24 August 2023. If a GIG Warrant Holder
makes such election, such GIG Warrant Holder shall not be entitled
to receive any alternative consideration (in cash or
otherwise).
GIG PUBLIC WARRANT HOLDERS WHO DO NOT
VALIDLY AND TIMELY EXERCISE THEIR GIG WARRANTS
IN ACCORDANCE
WITH THE
INSTRUCTIONS PROVIDED
IN THIS RELEASE,
MAY FORFEIT SUBSTANTIAL
VALUE.
1 Using the price per GIG Ordinary Share at the Business
Combination as an example. There is no guarantee that the GIG
Ordinary Shares will be trading at this level at the time of the
Exercise.2 Using the price per GIG Ordinary Share at the Business
Combination as an example. There is no guarantee that the GIG
Ordinary Shares will be trading at this level at the time of the
Exercise.
About Global
InterConnection Group
Global InterConnection Group (“GIG”), comprising
Global InterConnection Group Limited and its subsidiaries, is a
platform for the manufacturing, development, operation, and
ownership of interconnectors and other power transmission assets,
with three interlocking divisions: (i) a portfolio of
interconnector operating assets and projects; (ii) High Voltage
Direct Current (“HVDC”) cable manufacturing to supply grid upgrades
and our interconnector projects, and (iii) ancillary services, such
as commissioning and overseeing the design, planning and
operational management for grids and interconnectors.
Interconnectors are power cables connecting different countries'
electricity grids, as a means of improving energy security by
expediting the transmission of energy internationally from where it
is generated to where it is needed.
As the world transitions to a NetZero future,
and with recent stark reminders of the importance of energy
security, interconnectors are recognised as a central component to
countries' energy strategies as interconnected grids are more
efficient and able to respond to market stress. As the world
transitions towards a NetZero future, growing electricity demand
and increased dependence on intermittent power sources requires
grids that are strong, flexible, and interconnected.
The nucleus of this platform is the Global
InterConnection Group board which comprises: Edmund Truell
(Executive Chairman) and non-executive directors Jennie Younger,
Luke Webster, Richard Pinnock and Roger Le Tissier; and special
advisers: Chris Sturgeon, Michael Ridley and Kari Stadigh. They
oversee Global InterConnection Group's Advanced Cables and Global
InterConnectors divisional boards and management, supported by a
design, planning and operations division, Global InterConnection
Group Services together with expert advisers and partners such as
RTE International (the arm of Europe’s largest grid operator),
Afry, Aecom, and Red Penguin.
Global InterConnectors is buying and building up
a portfolio of European interconnectors. Its first project is
Atlantic SuperConnection, which is developing a 1,708 km
interconnector project, where the technical feasibility work has
now been done to build a 1,800 MW interconnector between Iceland
and the UK; and a valuable connection agreement secured near Hull,
England.
Advanced Cables is developing a 1,600 km/year
capacity HVDC cable manufacturing facility in the North-East of
England in two phases, with strong support from the UK government.
Global InterConnection Group has signed a memorandum of
understanding which paves the way for Advanced Cables to address
the shortage of HVDC subsea cable, where demand far outstrips
supply and order books are full for several years to come. The
partner is then bringing to bear their world-class technology and
experience.
Further details are available at
www.globalinterconnectiongroup.com.
PRESS AND
INVESTOR INFORMATION
For more information, please contact:
Company enquiries
to:
chrissie.boyle@globalinterconnectiongroup.com
orDisruptive@admina.gg
First Floor, 10 Lefebvre Street St Peter Port Guernsey GY1
2PE
Media inquiries
to:
James Culverhouse EQ James.culverhouse@eqcorp.co+44 20 7223 1100
/ +44 7912 508 322
WARRANT HOLDER
REPRESENTATION LETTER
[ ], 2023
For the Attention of:
Global InterConnection Group Limited
Van Lanschot Kempen N.V. (“Van
Lanschot Kempen”)
I/We are submitting
GIG Public
Warrants for
Exercise at a cash price of £7.00 per GIG Public Warrant, to
receive one GIG Ordinary Share + 2056 Greenbonds to the value
of£5.00.
I will transfer the necessary funds on or before 24th August
2023 to:
EuroClear BankSort
Code 40-05-15A/C
number 37344096Directory All
PayeesPayee short
name Kempen
CHAPS
details Kempen re
HBK FFC 99546BIC Code KEMPNL2AXXX
Or [delete as appropriate]
Redeem GIG Public Warrants in a ‘cashless exercise’ so as to
receive 0.261 Shares per Warrant
In connection with our submitting our GIG Public Warrants (as
defined below) of Global InterConnection Group Limited (the
“Company”), I have represented, warranted,
undertaken and agreed to the Company and VLK that:
- as of the Delivery of the GIG
Public Warrants, I am either (i) a “qualified institutional buyer”
as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) or (ii) not
resident or located in the United States;
- the GIG Ordinary Shares and, if
submitted pursuant to the Exercise, the 2056 GreenBonds to be
delivered to me upon exercise of the GIG Public Warrants have not
been and will not be registered under the Securities Act and may
not be reoffered or resold (a) within the United States, except
pursuant to an exemption from, or in transactions not subject to,
the registration requirements of the Securities Act or (b) outside
the United States, in offshore transactions meeting the
requirements of Regulation S under the Securities Act, and in the
case of (a) and (b) above, in accordance with all applicable
securities laws of the states of the United States and other any
other jurisdiction. I will comply with such transfer
restrictions;
- I understand that if I am resident
or located in the United States, the GIG Ordinary Shares I receive
will be “restricted securities” (as defined by Rules 144(a)(3)
under the Securities Act) and agree that so long as the GIG
Ordinary Shares are “restricted securities”, we will not deposit
the GIG Ordinary Shares in any unrestricted depository receipt
programme in the United States or for U.S. investors;
- if I am resident or located in the
United States, I will notify any purchaser of the GIG Ordinary
Shares of these resale restrictions relating to the GIG Ordinary
Shares, if applicable. I accept that the GIG Ordinary Shares are
subject to these restrictions and have not accepted any
representation or warranty from the Company or VLK as to the
availability of Rule 144, Rule 144A or any other exemption from
registration under the Securities Act for the sale, resale or
transfer of the GIG Ordinary Shares;
- I have not relied on
representations, warranties, undertakings or information, if any,
supplied to us by VLK or any of its affiliates. We accept that VLK
and its affiliates expressly disclaim any liability in connection
with my exercise of the GIG Public Warrants;
- I understand that these
representations are required in connection with the laws of the
United States. The Company and VLK are entitled to rely on these
representations and we irrevocably authorise the Company and VLK to
produce these representations or a copy thereof to any interested
party in an administrative or legal proceeding or official inquiry
with respect to the matters covered thereby;
- I am duly authorised to exercise,
the GIG Public Warrants under the Warrant T&Cs, enter into the
transactions, make all payments and deliveries contemplated under
the Warrant T&Cs and perform my obligations thereunder and I
have taken all necessary action to authorise such execution,
delivery and performance;
- I will exercise the GIG Public
Warrants and make all subsequent payments and deliveries set out in
the Warrant T&Cs as principal;
- Any person
representing me in all subsequent payments and deliveries set out
in the Warrant T&Cs will be, duly authorised to do so on my
behalf;
- I have obtained all authorisations
of any governmental or regulatory body (if any) required in
connection with the Exercise and all related payments and
deliveries set out in Sections 3.4 and 3.5 of the Warrant T&Cs
and such authorisations are in full force and effect;
- The Exercise and all subsequent
payments and deliveries set out in the Warrant T&Cs will not
violate any law, ordinance, charter, by-law or rule applicable to
us or any agreement by which we are bound or by which any of our
assets are affected, any international sanctions introduced in the
jurisdictions of the EU, the United Kingdom and the United States;
and
At the time of transfer of the GIG Public Warrants to VLK I will:
- have the full
and unqualified right to make such transfer and upon such transfer
of GIG Public Warrants the title and the interest of the GIG Public
Warrants will be transferred free of any lien (other than a lien
granted to the operator of the clearance system through which the
GIG Public Warrants are transferred), claim, charge or encumbrance;
and
- not be subject to any insolvency
proceedings and the transfer of the GIG Public Warrants may not
result in commencement of such proceedings under laws applicable to
me.
Very truly yours, By:
(Signature) (Name)
(Institution) (Address) (Country) (Phone) (email) 1 subject to
rounding downwards to the to the nearest whole number of GIG
Ordinary Shares
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