TIDMHPA1
RNS Number : 3743R
Hambro Perks Acquisition Com Ltd
28 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
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.
28 February 2023
Hambro Perks Acquisition Company Limited
Results of Extraordinary General Meeting in connection with the
extension of Business Combination Deadline
Availability of Redemption Rights
Hambro Perks Acquisition Company Limited (LSE: HPA1) ("HPAC" or
the "Company"), a special purpose acquisition company formed to
focus on a Business Combination is pleased to announce that the
Extension Resolution put to HPAC Shareholders at the Company's
Extraordinary General Meeting held today was duly passed. This will
allow the Company to extend the deadline by which it may seek a
business combination to 30 November 2023 (the "Business Combination
Extension").
Dominic Perks, Chief Executive Officer of HPAC, said : "We are
delighted to have received shareholder approval for the extension,
which highlights the confidence and support of our investors. We
are encouraged by the positive conversations we are having with
interested companies for a possible business combination and look
forward to updating the market in due course."
Full details of the Extension Resolution are set out in the
notice of the Extraordinary General Meeting set out at the end of
the Extension Circular.
Voting results at the Extension General Meeting
The table below sets out the results of the poll at the
Extraordinary General Meeting. Each HPAC Shareholder present
(including in person or by proxy) was entitled to receive one vote
per Ordinary Share held at the Voting Record Time.
The voting on the Extension Resolution was taken on a poll and
the results were as follows:
Special Resolution Votes For** Votes Against Total Votes Withheld
Votes***
Number %* Number %* Number Number
----------- ------ --------- ----- ------------ ----------
To approve amendments
to the Articles
to extend the
Business Combination
Deadline to 30
November 2023 11,240,099 92.61 896,732 7.39 12,136,831 842,809
----------- ------ --------- ----- ------------ ----------
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'for' or 'against' the
Extension Resolution.
The total number of Ordinary Shares in issue at the Voting
Record Time was 18,676,181, none of which were held in treasury.
Therefore, the total voting rights in the Company at the Voting
Record Time were 18,676,181.
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, following the approval of the Business Combination
Extension, the Company is providing its Public Shareholders (other
than the Sponsor or a Director) with the opportunity to redeem all
or a portion of their Public Shares (in accordance with the
provisions of the Articles). Such holders of Public Shares will
have up to 15 days from 1 March 2023 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 new Business
Combination Deadline of 30 November 2023.
In the event a Public Shareholder elects to redeem all or a
portion of their Public Shares, the price per-share, payable in
cash, will equal 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, of approximately GBP0.44 per
Public Share), being the aggregate amount on deposit in the escrow
account opened with Citibank N.A. (the "Escrow Account") as at the
date of this announcement (less taxes payable) divided by the
number of outstanding Public Shares (excluding the Overfunding
Shares) as at the date of this announcement.
ACTIONS TO BE TAKEN IF A PUBLIC SHAREHOLDER WISHES TO REDEEM
EARLY
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
who hold their Public Shares in certificated form on 1 March 2023.
Redemption elections through CREST will 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, for
Shareholders who hold their Public Shares in certificated form,
complete and return the Redemption Notice in accordance with the
instructions printed thereon and contained in Appendix 1 (Notes for
Making a Redemption Election) in each case as soon as possible, but
in any event so as to be received by HPAC's registrar,
Computershare Investor Services (Guernsey) Limited
("Computershare") c/o The Pavilions, Bridgwater Road, Bristol, BS99
6ZY, by 1:00 p.m. on 16 March 2023 (the "Election Return Time"),
being 15 days following the date of posting of the Redemption
Notices to Shareholders who hold their Public Shares in
certificated form .
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).
Further details on how a Public Shareholder can make an election
to redeem all or a portion of their Public Shares are set out in
Appendix 1 (Notes for Making a Redemption Election) of this
announcement. A Public Shareholder who wishes to redeem all or a
portion of their Public Shares is asked to read these notes for
detailed instructions.
A Redemption Notice and an election through CREST can be revoked
in the manner set out in Appendix 1 (Notes for Making a Redemption
Election).
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.
Any decision by a Public Shareholder to redeem all or a portion
of their Public Shares early should be based on independent
financial, tax and legal advice and a full consideration of the IPO
Prospectus, this announcement, and the risk factors set out in the
Extension Circular.
If you are in any doubt about the contents of this announcement,
or as to the action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser duly authorised
under FSMA immediately, if you are in the United Kingdom, or from
another appropriately authorised independent professional adviser
if you are taking advice in a territory outside the United Kingdom.
This announcement does not contain nor should its contents be
construed as legal, business or tax advice and you should consult
your own solicitor, independent financial adviser or tax adviser
(as appropriate) for such advice.
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 Appendix 2.
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 who hold their Public
Shares in certificated form Redemption
election through CREST available
Latest time and date for completion 1:00 p.m. on 16 March 2023
or receipt of Redemption Notices
and redemption elections through
CREST (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.
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 information contained in this announcement is deemed by HPAC
to constitute inside information for the purposes of Article 7 of
the UK Market Abuse Regulation. By the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. 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.
This announcement has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will
also shortly be available to download from the Company's website
https://hpac.uk/category/investor-resources/.
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. 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 redemption 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.
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 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 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 1
Notes for Making a Redemption Election
1. 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.
2. If a Public Shareholder does not make a redemption election,
no redemption of their Public Shares shall occur.
3. Public Shareholders may make a redemption election in respect
of all or a portion only of their Public Shares.
Public Shareholders wishing to make an election to redeem all or
a portion of their Public Shares, should follow the instructions
below.
4. To be valid, the Redemption Notice (together with any power
of attorney or other authority under which it is executed or a duly
certified copy of such power) must be sent to Computershare
Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater
Road, Bristol, BS99 6AH by the Election Return Time along with the
relevant valid Share Certificate (where the Public Shares are held
in certificated form). A corporation may execute a Redemption
Notice under its common seal or signature or by the hand of a duly
authorised officer or other agent.
5. All Redemption Notices, whether electronic or hard copy, must
be received by the Company's registrar, Computershare Investor
Services (Guernsey) Limited, by the Election Return Time.
6. To change your redemption instructions simply submit a new
Redemption Notice using the methods set out above and in the notes
to the Redemption Notice. If you submit more than one valid
Redemption Notice, the Redemption Notice received last before the
latest time for the receipt of Redemption Notices will take
precedence.
Revocation of instructions
7. In order to revoke a Redemption Notice, you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your Redemption Notice to the
Company's registrar, Computershare Investor Services (Guernsey)
Limited. In the case of a member which is an individual, the
revocation notice must be under the hand of the appointer or of his
or her attorney duly authorised in writing or in the case of a
member which is a company, the revocation notice must be executed
under its common seal or signature or under the hand of a duly
authorised officer or other agent. Any power of attorney or any
other authority under which the revocation notice is signed (or a
notarially certified copy of such power or authority) must be
included with the revocation notice.
8. The revocation notice must be received not less than 48 hours
(excluding non-working days) before the Election Return Time. If
you attempt to revoke your Redemption Notice but the revocation is
received after the time specified then, subject to paragraph 11
below, your Redemption Notice will remain valid.
CREST Redemption Instructions
9. CREST members who wish to redeem Public Shares through the
CREST redemption service may do so by using the procedures
described in the CREST Manual.
10. CREST personal members or other CREST sponsored members and
those CREST members who have appointed a voting service provider
should refer to their CREST sponsors or voting service provider(s),
who will be able to take the appropriate action on their behalf. In
order for a redemption notice or instruction made by means of CREST
to be valid, a transfer of their Ordinary Shares from their CREST
account to the Company's Registrar's CREST account (3RA38, member
account HAMRED01) via a Unmatched Stock Event ("USE") instruction,
in accordance with the timetable provided. The USE instruction must
be properly authenticated in accordance with Euroclear UK &
International Limited's specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received
by the Company's agent, Computershare Investor Services (Guernsey)
Limited, (under CREST participant ID 3RA38), by the Election Return
Time. For this purpose, the time of receipt will be taken to be the
time (as determined by the time stamp applied to the message by the
CREST Application Host) from which the Company's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instructions should be
communicated to the appointee through other means. CREST members
and, where applicable, their CREST sponsor or voting service
provider should note that Euroclear UK & International Limited
does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Redemption
Instruction. It is the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider, to
procure that his CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In
this connection, CREST members and, where applicable, their CREST
sponsor or voting service provider are referred in particular to
those sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
11. The Company may treat as invalid a USE instruction in the
circumstances set out in Regulation 34 of the Uncertificated
Securities (Guernsey) Regulations 2009.
12. A redemption election will only be accepted in respect of a
whole number of Public Shares. Any redemption election under which
is made in respect of a number of Public Shares which is not a
whole number shall be deemed to be made in respect of the nearest
whole number of Public Shares when rounded down.
Withdrawals
13. If you have made a redemption election and subsequently wish
to withdraw or amend that election, please contact Computershare in
writing by no later than 1:00 p.m. on 14 March 2023. Please clearly
specify whether you would like to withdraw or amend the election
that you have made and ensure that your request contains an
original signature. Any written requests of this nature should be
sent to Computershare Investor Services (Guernsey) Limited, c/o The
Pavilions, Bridgwater Road, Bristol, BS99 6AH.
14. It is at Computershare's absolute discretion to require the
submission of a new Redemption Notice if an amendment is requested.
If your redemption election was made through an electronic
election, you may withdraw your election by submitting a written
request to Computershare Investor Services (Guernsey) Limited, c/o
The Pavilions, Bridgwater Road, Bristol, BS99 6AH by no later than
the 1:00pm on 14 March 2023.
15. Any such withdrawal will be conditional upon Computershare
verifying that the withdrawal request has been validly made.
Accordingly, Computershare will on behalf of HPAC reject or accept
the withdrawal or amendment. Where a request is accepted,
Computershare will return the relevant amount of Public Shares by
transmitting a USE message in CREST.
Late or incomplete redemption election
16. If any Redemption Notice or electronic election in respect
of a redemption election is either received after the Election
Return Time, or is received before such time and date but is not
valid or complete in all respects at such time and date, such
redemption election shall, for all purposes, be void, and thus the
Public Shareholder will be deemed not to have made a redemption
election (unless HPAC, in its absolute discretion, elects to treat
as valid, in whole or in part, any such redemption election).
General
17. The validity (or invalidity) of redemption elections, as
well as any rounding adjustments required in relation to the
relevant number of Public Shares, shall be determined in the
absolute discretion of HPAC.
18. Without prejudice to any other provision of this Appendix 1
or the Redemption Notice or otherwise, HPAC reserves the right to
treat as valid in whole or in part any redemption election which is
not entirely in order.
19. No acknowledgements of receipt of any Redemption Notice,
electronic election or other documents will be given. All
communications, notices, other documents and remittances to be
delivered by, to, from or on behalf of holders of Public Shares (or
their designated agent(s)) or as otherwise directed will be
delivered by or to or sent to or from such holders of Public Shares
(or their designated agent(s)) entirely at their own risk.
20. The Redemption Notice and all redemption elections, all
action taken or made or deemed to be taken or made pursuant to any
of these terms shall be governed by and interpreted in accordance
with English law.
21. Execution of a Redemption Notice or the submission of an
electronic election by or on behalf of a Public Shareholder will
constitute his or her agreement that the courts of England and
Wales are (subject to the paragraph below) to have non-exclusive
jurisdiction to settle any dispute which may arise in connection
with the creation, validity, effect, interpretation or performance
of a Redemption Notice or the submission of an electronic election,
and for such purposes that he or she irrevocably submits to the
jurisdiction of the English courts.
22. None of HPAC, Computershare or any of their respective
advisers or any person acting on behalf of any one of them shall
have any liability to any person for any loss or alleged loss
arising from any decision as to the treatment of redemption
elections on any of the bases set out in this Appendix 1 or
otherwise in connection therewith.
Appendix 2
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;
" Companies Law " the Companies (Guernsey) Law, 2008 (as
amended);
"Company" or "HPAC" Hambro Perks Acquisition Company Limited,
a company registered in Guernsey;
"Computershare" Computershare Investor Services (Guernsey)
Limited;
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of which
Euroclear UK & International Limited is
the Operator (as defined in the Regulations);
"Directors" the directors of the Company;
"Election Return Time" 1:00 p.m. on 16 March 2023
"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 held
General Meeting" on 28 February 2023 to approve the Business
Combination Extension;
" Extension Circular the document posted, couriered or otherwise
" delivered to HPAC Shareholders on 10 February
2023 in connection with the Business Combination
Extension and the EGM;
" Extension Resolution the resolution of the Company 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;
"IPO Prospectus" the Company's IPO prospectus dated 25
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;
"Redemption Notice" the notice of redemption posted to Shareholders
who hold their Public Shares electronically
on or around the date of this announcement;
"Redemption Record close of business (6:00 p.m.) on 28 February
Time" 2023;
"Shareholder" or "HPAC a holder of Ordinary Shares, including
Shareholder" 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;
"Sponsor Shares" the 3,661,996 Class B Ordinary Shares
of HPAC purchased by the Sponsor as set
out in the IPO Prospectus. For the avoidance
of doubt, the Class B Ordinary Shares
are not admitted to trading on a stock
exchange; and
"Voting Record Time" close of business (6:00 p.m.) on 24 February
2023.
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