TIDMHPA1
RNS Number : 1421X
Hambro Perks Acquisition Com Ltd
25 August 2022
HAMBRO PERKS ACQUISITION COMPANY LIMITED
("Hambro Perks")
25 August 2022
INTERIM REPORT
Hambro Perks is pleased to announce the release of its Interim
Report and Financial Statements for the period from 1 January 2022
to 30 June 2022, approved by the Board of Directors on the 24
August 2022. The Interim Report is set out below in its full
unedited form.
For further information, please contact:
Company Administrator
Ocorian Administration (Guernsey) Limited
hambroperks@ocorian.com
Company Secretary
Peter Soliman
peter@hambroperks.com
About Hambro Perks:
Hambro Perks 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. Hambro Perks intends to focus on
technology-enabled businesses with principal business operations in
the United Kingdom, a member state of the European Economic Area or
Switzerland.
HAMBRO PERKS ACQUISITION COMPANY LIMITED
INTERIM REPORT
FOR THE PERIOD FROM 1 JANUARY 2022 TO 30 JUNE 2022
CONTENTS
Company Summary
Chairman's Statement
Statement of Directors' Responsibilities
Financial Statements
Unaudited Condensed Statement of Comprehensive Income
Unaudited Condensed Statement of Financial Position
Unaudited Condensed Statement of Changes in Equity
Unaudited Condensed Statement of Cash Flows
Notes to the Unaudited Condensed Financial Statements
Officers and Advisors
COMPANY SUMMARY
Principal activity
Hambro Perks Acquisition Company Limited (the "Company") was
incorporated and registered in Guernsey under The Companies
(Guernsey) Law, 2008 on 14 April 2021 with a registration number
69093 as a special purpose acquisition company ("SPAC")
incorporated for the purpose of acquiring a majority (or otherwise
controlling) stake in a company or operating business (the "Target"
or "Target Business") through a merger, capital stock exchange,
share purchase, asset acquisition, reorganisation or similar
transaction (a "Business Combination"). The Company intends to
focus on the technology-enabled sector and businesses with
principal business operations in the United Kingdom.
The Company's main objective is to complete its Business
Combination within an initial period of 15 months from 25 November
2021 (the "Initial Business Combination Deadline"), subject to an
initial three month extension period (the "First Extension Period")
and a further three month extension period (the "Second Extension
Period"), in each case if approved by a Shareholder vote (the
"Business Combination Deadline"), although such extensions are not
of a type required to be approved by Public Shareholders as
contemplated by Listing Rule 5.6.18AG.
Business Combination
The Company anticipates structuring its Business Combination
either (i) in such a way so that the post-transaction company will
own or acquire 100% of the equity interests or assets of the
Target, or (ii) in such a way so that the post -transaction company
owns or acquires less than 100% of such interests or assets of the
Target in order to meet certain objectives of the Target management
team or stockholders, or for other reasons. However, the Company
will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting
securities of the Target or otherwise acquires a controlling
interest in the Target.
Even if the Company owns 50% or more of the voting securities of
the Target Business, Public Shareholders, prior to the Business
Combination, may collectively own a minority interest in the
post-Business Combination company, depending on valuations ascribed
to the Target Business and the Company in the Business Combination.
For example, the Company could pursue a transaction in which it
issues a substantial number of new Ordinary Shares to shareholders
of the Target in exchange for all of the outstanding share capital
of the Target. In this case, the Company would acquire a 100%
controlling interest in the Target. However, as a result of the
issuance of a substantial number of new Ordinary Shares, the Public
Shareholders immediately prior to such transaction could own less
than a majority of the Company's Public Shares subsequent to such
transaction.
The Business Combination Process
In evaluating prospective Business Combinations, the Company
expects to conduct a thorough due diligence review that may
encompass, among other things, a review of historical and projected
financial and operating data, meetings with management and their
advisors (if applicable), on-site inspections of facilities and
assets to the extent possible, discussion with customers and
suppliers, document reviews, as well as a review of financial,
operational, legal and other information which will be made
available to the Company and which the Company deem appropriate.
The Company will also use the Company ' s expertise and the Company
' s Sponsor ' s expertise in analysing companies and evaluating
operating projections, financial projections and determining the
appropriate return expectations.
CHAIRMAN'S STATEMENT
Dear Shareholders,
It is with pleasure that I present the financial statements of
Hambro Perks Acquisition Company Limited ("HPAC" or the "Company")
for the six month period ended 30 June 2022.
HPAC was admitted to trading on the main market of the London
Stock Exchange on 25 November 2021, having raised in the region of
GBP150 million from an offer of new shares. The Company has since
been reviewing opportunities to combine with a high-quality
technology-enabled business as outlined in the prospectus.
The continuing war in Ukraine, the consequences of the COVID-19
pandemic, and now significant inflation, have combined to create
market uncertainty and volatility. There are other headwinds, such
as the performance of SPACs in the US. Despite these
considerations, we continue to have discussions with exciting
companies that meet our criteria and have the potential to be
excellent listed companies. In the light of these discussions I
remain cautiously optimistic that we will be able to announce a
business combination within the time constraints referred to in the
prospectus.
You will shortly be receiving notice formally convening the
Annual General Meeting of the Company to be held on the 5(th)
October 2022. I look forward to seeing many of you then.
On behalf of the Board, I thank you for your valued support.
Sir Anthony Salz
Chairman
24 August 2022
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Interim Report
and Financial Statements in accordance with applicable laws and
regulations. The Board confirms that to the best of their
knowledge:
-- The condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
-- The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and their impact on the condensed
financial statements and description of principal risks and
uncertainties for the remaining six months of the year); and
-- The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties
transactions and changes therein); and
-- The condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the issuer as required by
DTR 4.2.10R.
The Board is responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions
and disclose with reasonable accuracy, at any time, the financial
position of the Company, and that enable them to ensure that the
financial statements comply with the Companies (Guernsey) Law, 2008
(as amended). The Board is also responsible for the maintenance and
integrity of the corporate and financial information included on
the Company's website. Legislation in Guernsey governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Principal Risks and Uncertainties
The principal risks and uncertainties of the Company are
described in the Report of the Directors within the Annual Report
and Audited Financial Statements of the Company for the period
ended 31 December 2021. The Directors will continue to assess the
principal risks and uncertainties relating to the Company for the
remaining six months of the current fiscal year in light of the
COVID-19 pandemic, the Ukraine conflict and any other emerging
risks, but currently expects them to remain substantially the
same.
Signed on behalf of the Board by:
Sir Anthony Salz
Director
24 August 2022
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the period from 1 January 2022 to 30 June 2022
For the period from For the period from
1 January 2022 to 14 April 2021 to
Notes 30 June 2022 31 December 2021
(unaudited) (audited)
GBP GBP
Income
Bank interest income 421,678 7,124
Gain on derivative instruments 5 6,435,164 2,214,250
-------------------
Total income 6,856,842 2,221,374
------------------- ---------------------
Expenses
Administration fees 10 (39,536) (3,041)
Advisory fees 10 (60,000) (12,000)
Audit fee 8 (37,500) (97,850)
Company Secretarial fees (10,000) (2,082)
Directors' fees 10 (100,000) (20,164)
D&O Insurance (136,839) (27,138)
LSE fees (4,669) (1,150)
Legal and professional fees (2,377) -
Share issue costs - (256,360)
Sundry expenses (13,799) (814)
-------------------
Total operating expenses (404,720) (420,599)
Finance expense 4 (3,563,237) (717,752)
Profit for the period before tax 2,888,885 1,083,023
------------------- ---------------------
Withholding tax (4,293) (2,137)
Total comprehensive income for the period 2,884,592 1,080,886
------------------- ---------------------
Basic earnings per Share 7 GBP0.72 GBP2.03
------------------- ---------------------
Diluted earnings per Share 7 GBP0.72 GBP2.03
------------------- ---------------------
All items in the above statement derive from continuing
operations.
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Notes 30 June 2022 (unaudited) 31 December 2021 (audited)
GBP GBP
Current assets
Restricted cash 3 150,564,220 150,146,837
Cash and cash equivalents 3 1,804,143 1,657,916
Other receivables 6 179,773 1,000,000
------------------------ --------------------------
Total assets 152,548,136 152,804,753
------------------------ --------------------------
Non-current liabilities:
Redeemable Public Share liabilities 4 141,702,670 138,139,433
Current liabilities:
Derivative liabilities 5 1,453,102 7,888,266
Other payables 155,872 425,154
Total liabilities 143,311,644 146,452,853
------------------------ --------------------------
Equity
Share capital 4 3,604,764 3,604,764
Other reserves 5 1,666,250 1,666,250
Retained earnings 3,965,478 1,080,886
------------------------ --------------------------
Total equity 9,236,492 6,351,900
------------------------ --------------------------
Total equity and liabilities 152,548,136 152,804,753
------------------------ --------------------------
The Condensed Interim Financial Statements were approved and
authorised for issue by the Board of Directors on 24 August 2022
and signed on its behalf by:
Sir Anthony Salz
Director
The accompanying notes below form an integral part of these
Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2022 to 30 June 2022
Notes Share Retained
capital Other reserves earnings Total
GBP GBP GBP GBP
As at 1 January
2022 3,604,764 1,666,250 1,080,886 6,351,900
Total comprehensive
profit for the
period - - 2,884,592 2,884,592
As at 30 June
2022 3,604,764 1,666,250 3,965,478 9,236,492
---------------------- --------------- ---------- ----------
For the period from 14 April 2021 to 31 December 2021
Notes Share Retained
capital Other reserves earnings Total
GBP GBP GBP GBP
As at 14 April
2021 - - - -
Issue of share
capital and sponsor
warrants 4,5 3,604,764 1,666,250 - 5,271,014
Total comprehensive
profit for the
period - - 1,080,886 1,080,886
As at 31 December
2021 3,604,764 1,666,250 1,080,886 6,351,900
---------------------- --------------- ---------- ----------
Sponsor warrants have been accounted for as a capital
contribution in other reserves. Please see notes 2 and 5 for
further details.
The accompanying notes below form an integral part of these
Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the period from 1 January 2022 to 30 June 2022
For the period For the period from
1 January 2022 to 14 April 2021 to
Notes 30 June 2022 31 December 2021
(unaudited) (audited)
GBP GBP
Cash flows from operating activities
Profit for the period 2,884,592 1,080,886
Adjustments for:
Gain on derivative 5 (6,435,164) (2,214,250)
Finance expense 4 3,563,237 717,752
Increase in other receivables (179,773) -
(Decrease)/increase in other payables (excluding
share issue costs) (269,282) 164,220
----------------- --------------------
Net cash outflows from operating activities (436,390) (251,392)
----------------- --------------------
Cash flows from financing activities
Issue of Public Shares 4 - 150,141,850
Issue of Sponsor Shares 4 - 36,620
Issue of Sponsor Warrants 5 - 6,331,977
Issue costs settled during the period - (3,454,302)
Net cash inflows from financing activities - 153,056,145
----------------- --------------------
Cash flows from investing activities
Increase in restricted cash* 3 (417,383) (150,146,837)
Decrease/(increase) in other receivables 6 1,000,000 (1,000,000)
Net cash inflows/(outflows) from investing
activities 582,617 (151,146,837)
----------------- --------------------
Net increase in cash and cash equivalents 146,227 1,657,916
Cash and cash equivalents at beginning of period 1,657,916 -
Cash and cash equivalents at end of period 3 1,804,143 1,657,916
----------------- --------------------
*The increase in restricted cash during the period relates
solely to interest earned.
The accompanying notes on below form an integral part of these
Financial Statements.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the period from 1 January 2022 to 30 June 2022
1. General information
Hambro Perks Acquisition Company Limited (the "Company") was
incorporated and registered in Guernsey under The Companies
(Guernsey) Law, 2008 on 14 April 2021 with a registration number
69093 as a special purpose acquisition company ("SPAC")
incorporated for the purpose of acquiring a majority (or otherwise
controlling) stake in a company or operating business (the "Target"
or "Target Business") through a merger, capital stock exchange,
share purchase, asset acquisition, realisation or similar
transaction (a "Business Combination"). The Company intends to
focus on the technology-enabled sector and businesses with
principal business operations in the United Kingdom.
The Financial Statements of the Company (the "Financial
Statements") are prepared in accordance with International
Financial Reporting Standards as adopted by the EU ("IFRS"),
interpretations issued by the IFRS Interpretations Committee
("IFRIC"), with the Companies (Guernsey) Law, 2008 and the main
market listing rules.
These financial statements have not been audited or reviewed by
our auditors.
2. Principal accounting policies
The Company is not presently engaged in any activities other
than those which are required in connection with the selection,
structuring and completion of an acquisition in a target business
by means of a merger, share exchange, share purchase, contribution
in kind, asset acquisition or combination of these methods (a
"Business Combination").
The Financial Statements have been prepared in accordance with
applicable law, the Company's principal documents and International
Financial Reporting Standards ("IFRS").
The Financial Statements are presented in Pounds Sterling, which
is the Company's functional and presentational currency, and has
been prepared under the historical cost convention, rounded to the
nearest whole Pound Sterling.
The Company had no operations and therefore no segmental
information is presented.
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Company's Financial Statements:
Basis of preparation
The Company's Financial Statements have been prepared on a
historical cost basis, as modified by the revaluation of financial
instruments measured at fair value through profit or loss.
These condensed interim financial statements included in this
half-yearly report have been prepared in accordance with
International Accounting Standard 34, "Interim Financial
Reporting". The same accounting policies and methods of computation
are followed in the interim financial statements as compared with
the annual financial statements. These condensed interim financial
statements do not include all information and disclosures required
in the annual financial statements and should be read in
conjunction with the Company's annual financial statements as of 31
December 2021.
Going Concern
The Board has assessed the Company's financial position as at 30
June 2022 and the factors that may impact the Company for a period
of 12 months from the date of signing of these Financial
Statements.
In particular, the Board has reviewed the Company's committed
expenses for the period which leaves a significant cash buffer in
excess of GBP1.05 million. As these committed expenses are in line
with signed engagement letters or agreements, the Board takes
comfort that these expenses can be reliably measured and factored
into their budgeting.
The cash buffer would be utilised in the event of any aborted
deal however, the Board considers the likelihood of such an event
to be low and if it should occur, would likely be in the early
stages of any potential transaction where the costs incurred would
be below GBP0.5 million.
In addition, the Board has noted that the Company's policy is
that no dividend will be declared until after a successful Business
Combination to ensure that capital is maintained in the period
prior to the Business Combination.
If a Business Combination has not been completed by 25 August
2023 then the Company will be placed into liquidation. As a result
the Board consider that there is a material uncertainty over the
Company's going concern.
The Board is satisfied that the Company has adequate resources
to continue in operation for the foreseeable future and to meet its
liabilities as and when they fall due. The Directors also note that
the Company's operations have not been significantly affected by
the Covid-19 pandemic. Whilst there is material uncertainty related
to going concern, the Board is of the opinion that it is
appropriate to prepare these Interim Financial Statements on a
going concern basis.
Fair value measurement
All financial instruments for which fair value is recognised or
disclosed are categorised within the fair value hierarchy, which
consists of the following 3 levels:
-- Level 1 - unadjusted quoted prices in active markets for
identical, unrestricted assets or liabilities;
-- Level 2 - quoted prices in markets that are not active, or
financial instruments for which all significant inputs
are observable from the market, either directly (as prices) or
indirectly (as derived from prices); and
-- Level 3 - prices or valuations that require inputs that are
not based on observable market data (unobservable
inputs).
The Board considers observable data to be market data that is
readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant market.
The table below analyses within the fair value hierarchy the
company's financial instruments:
30 June 2022 Level
Level 1 2 Level 3 Total
GBP GBP GBP GBP
Derivative Liabilities 788,244 664,858 - 1,453,103
31 December 2021 Level
Level 1 2 Level 3 Total
GBP GBP GBP GBP
Derivative Liabilities - - 7,888,266 7,888,266
Investments whose values are based simply on quoted market
prices in active markets are classified within level 1. At 30 June
2022 and 31 December 2021, it was the opinion of the Investment
Board that the Public Shares should be categorised as level 1.
Financial instruments that trade in markets that are not
considered to be active but are valued based on quoted market
prices, dealer quotations or alternative pricing sources supported
by observable inputs would be classified within level 2. As level 2
investments include positions that are not traded in active
markets, and/or are subject to transfer restrictions, valuations
are discounted to reflect illiquidity and/or non-transferability,
which are generally based on available market information. At 30
June 2022 it was the opinion of the Board that Sponsor Warrants
should be categorised as level 2 using the quoted price of the
public warrants without an illiquidity discount.
Investments classified within level 3 have significant
unobservable inputs as they trade infrequently. As observable
prices are not available for the investments, the Investment
Manager uses valuation techniques to derive their fair value. At 31
December 2021, it was the opinion of the Board that the Public and
Sponsor Warrants should be categorised as level 3.
The Public Warrants were admitted to LSE in January 2022 and
during the period were reclassified to level 1 as there is a quoted
market price available for them. Sponsor Warrants are valued using
the quoted price of the Public Warrants and during the period were
reclassified to level 2.
The following summarises the valuation methodologies and inputs
used for derivative liabilities categorised in Level 3.
31 December 2021 Valuation Unobservable
Fair value combined methodologies inputs
Private equity
investments GBP
Derivative Liabilities 7,888,266 Black Scholes Option Volatility
Pricing Method Years to
expiration
The following table provides information about the sensitivity
of the period end fair value measurement to changes in the most
significant inputs:
31 December 2021
Sensitivity of the fair
Description Significant unobservable Estimate value measurement of the
input of the input input
Derivative Liabilities Volatility 8.7% An increase to 9.7% (decrease
to 7.7%) would increase
(decrease) fair value by
GBP1,522,297 (GBP1,245,516).
Derivative Liabilities Years to expiration 6 years, Decrease by 6 months (Business
8 months Combination occurs at end
of 15 month initial period)
the fair value would decrease
by GBP465,780.
New and amended standards and interpretations applied
The following accounting standards and updates were applicable
in the reporting period but did not have a material impact on the
Company:
- Amendments to IFRS 1 and IFRS 9 Annual Improvements to IFRS 2018-2020
- Amendments to IFRS 3: Business Combinations
- Amendments to IAS 16: Property, Plant and Equipment
- Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets
New and amended standards and interpretations not applied
The following new and amended standards and interpretations in
issue are applicable to the Company but are not yet effective and
therefore, have not been adopted by the Company:
- IFRS 17: Insurance Contracts (effective 1 January 2023)
- Amendments to IAS 17: Insurance Contracts (effective 1 January 2023)
- Amendments to IAS 8: Accounting Policies, Changes in
Accounting Estimates and Errors (effective 1 January 2023)
- Amendments to IAS 12: Income Taxes (effective 1 January 2023)
- Amendments to IAS 1: Presentation of Financial Statements (effective 1 January 2023)
The Company has considered the IFRS's in issue but not yet
effective and do not consider any to have a material impact on the
Company.
Tax status
The tax legislation of the jurisdiction in which a prospective
investor is resident for tax purposes or otherwise subject to tax
and the tax legislation of Guernsey may have an impact on the
income received from the securities. Prospective investors
considering an investment in the Shares cum Rights, comprising the
Public Shares and Public Warrants, should consult their advisors on
the possible income tax consequences of investing in such
securities under the laws of their country of citizenship,
residence or domicile.
Use of judgements and estimates
The preparation of Financial Statements in accordance with IFRS
requires the Board to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets and liabilities and income and expenses. The estimates and
associated assumptions are based on various factors that are
believed to be reasonable under the circumstances, the results of
which form the basis of making the judgements about carrying values
of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on a
semi-annual basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and
future periods if the revision affects both current and future
periods.
The principal judgements and estimates are as follows:
Judgements
Share-based payments
Regarding the Sponsor Shares issued by the Company, the Board
has exercised judgement in determining whether the Sponsor Shares
should be treated as a financial instrument (IAS 32) or share based
payments (IFRS 2).
IFRS 2 applies to any transaction in which an entity receives
goods or services as part of a share based payment arrangement.
Careful consideration of all facts and circumstances, such as
whether the rights of the Sponsor Shareholders differ from those of
the Public Shareholders, is required to determine if IFRS 2
applies. In making this determination, the following factors have
been considered.
-- Should a Business Combination be successfully achieved, a
proportion of the Sponsor Shares will automatically convert into
Public Shares at no further cost to the Sponsor Shareholders. As
the issue price of each Sponsor Share was GBP0.01, this represents
a considerable discount to the price paid by Public
Shareholders;
-- The number of Sponsor Shares that may be converted to Public
Shares may increase further, subject to certain performance-related
conditions subsequent to the Business Combination;
-- Notwithstanding that the Sponsor is providing its services to
the Company in an equivalent capacity to an employment
relationship, the conversion of the Sponsor Shares to Public Shares
is entirely contingent on the successful consummation of a Business
Combination, and no reward will accrue to the Sponsor for its
services in the event that a Business Combination is not
consummated.
Accordingly, the Board has exercised judgement in determining
that the Sponsor Shares fall under the scope of IFRS 2 as
equity-settled share based payments. The fair value at the grant
date of equity-settled share based payments is generally recognised
as an expense with a corresponding increase in equity over the
vesting period.
The deemed grant date of the Public Shares will determine the
point at which the Public Shares will be accounted for under IFRS
2. The Board has determined that the effective grant date for the
Public Shares is the point of consummation of a Business
Combination, and not the original date of issue of the Sponsor
Shares for the following reasons:
-- No contractual obligation on the part of the Company to
deliver cash or any other financial asset to holders of the Sponsor
Shares exists prior to a Business Combination, and the Sponsor
Shareholders are not entitled to any preferential terms over
holders of Public Shares;
-- Should the Sponsor fail to successfully achieve a Business
Combination, then the Sponsor Shares will not be eligible for
conversion to Public Shares and the Sponsor will receive no
material compensation for their work in attempting to identify a
target acquisition;
-- Under the Lock-up and Waiver Agreement, the Sponsor has
agreed to waive its right to any liquidating distributions from the
Escrow Account; and
The Sponsor did not commence any services related to target
screening, searching out, identifying and evaluating potential
Business Combinations for the company until after the admission of
the Public Warrant on 7 January 2022.
As a result, no expense for such payments will be recognised
until the Business Combination is consummated. At that date (and
potentially certain later dates should certain triggering events
occur) an expense will be recognised in the Statement of
Comprehensive Income on a fair value basis.
Sponsor Warrants
Similarly to Sponsor Shares, the Board has exercised judgement
in determining whether the Sponsor Warrants should be treated as a
financial instrument (IAS 32) or share based payments (IFRS 2).
IFRS 2 applies to any transaction in which an entity receives goods
or services as part of a share-based payment arrangement. That
determination requires careful consideration of all the facts and
circumstances, such as whether the rights of the Sponsor Warrant
holders differ from those of the Public Warrant holders. The board
have determined that Sponsor Warrants do not fall within the scope
of IFRS 2 for the following reasons:
-- The Sponsor Warrants were issued at a price of GBP1 per
Warrant and are exercisable at a price of GBP11.50 per Public
Share, which do not represent preferential terms to those afforded
to Public Warrant holders;
-- No further Sponsor Warrants are receivable for zero or discounted consideration;
-- The commercial basis for the issue of Sponsor Warrants is to
provide sufficient capital to cover the Company's listing costs and
operating expenses until the achievement of a Business Combination,
without diluting the value of the Public Shareholders' shares;
-- There are no service conditions attached to the Sponsor Warrants;
-- Sponsor Warrant holders have no different rights from Public
Warrant holders in the event of a successful Business Combination
or the failure to achieve such a combination.
The Board's judgement is that the Sponsor Warrants are a
puttable financial instrument that includes a contractual
obligation for the issuer to redeem that instrument for cash or
another financial asset (in this case, a Public Share) upon
exercise. The Sponsor Warrants do not entitle the holder to a pro
rata share of the entity's assets in the event of the entity's
liquidation and are therefore classified as a financial liability
in accordance with section 16 of IAS 32.
Deferred underwriting fee
Citigroup Global Markets Limited ("the Underwriter" of the
Company's Placing) is potentially entitled to a deferred
underwriting fee. The Board has exercised judgement in determining
that at the year-end and 30 June 2022, no liability in relation to
this fee exists as IAS 32 requires the recognition of the
worst-case liability which would be to repay the funds raised to
shareholders if no business combination is completed. This
underwriting fee is only payable on the completion of a Business
Combination and will be paid from the funds held in the Escrow
account.
Estimates
Fair value of derivative financial instruments at fair value
through profit or loss
The Company recognises its investment in derivative instruments
(Public Warrants and Sponsor Warrants) initially at fair value at
date of issuance with any subsequent movement in fair value between
the issuance date and the reporting date being recognised as a fair
value movement through profit and loss. As at 31 December 2021, a
third party valued the Warrants using an appropriate valuation
model and determined the fair value at the date of issuance to be
GBP0.73 per warrant and the fair value at year-end date to be
GBP0.57 per warrant. As at 31 December 2021, judgements were
required for the inputs into the valuation model specifically
volatility rates of suitable comparable companies and estimated
life of the warrants (see note 2 for details). As at 30 June 2022,
the fair value was determined using the quoted price of GBP0.105
per warrant.
3. Cash and cash equivalents
30 June 2022 31 December 2021
GBP GBP
Restricted cash 150,564,220 150,146,837
Cash and cash equivalents 1,804,143 1,657,916
------------ ----------------
Total 152,368,363 151,804,753
------------ ----------------
Pursuant to the terms of the Escrow Agreement and in accordance
with the requirements set out in Listing Rule 5.6.18A(2), the
Company may only direct the release of cash held in escrow
("restricted cash") upon the occurrence of a payment event, being
any of:
-- redemption by any holder of Public Shares in connection with
the completion of a Business Combination (which has been approved
by the Board and the Required Majority at the Business Combination
General Meeting, in each case in accordance with the requirements
of the Articles of Incorporation);
-- the passing of the Business Combination Deadline without the
Company completing a Business Combination;
-- approval by the Board of the Business Combination, and the
Required Majority adopting a resolution to approve the Business
Combination prior to the Business Combination Deadline, in each
case in accordance with the requirements of the Articles of
Incorporation;
-- the winding-up or liquidation of the Company; or
-- income tax on interest earned (if any) on the funds in escrow
becoming payable by the Company.
The Escrow Agent shall also be permitted to release funds in the
Escrow Account in accordance with the terms of a Judgement
determining entitlement of the Company or any other person to the
funds or any portion thereof, provided that, at the Escrow Agent's
sole discretion, such Judgement shall be accompanied by a legal
opinion confirming the effect of such Judgement, that it represents
a final adjudication of the rights of the parties and that the time
for appeal from such Judgement has expired without an appeal being
made.
4. Issued share capital
The following summarises the issued share capital as at 30 June
2022 and 31 December 2021.
Shares
No. of shares GBP
Redeemable Class A ordinary shares of no par value
("Public Shares") 14,647,985 146,479,850
Non-redeemable Class A ordinary shares of no par value
("Public Shares") 366,200 3,662,000
Class B ordinary shares of no par value ("Sponsor Shares") 3,661,996 36,620
18,676,181 150,178,470
------------- -----------
Class A ordinary shares ("Public Shares")
Further to publication of its prospectus on 25 November 2021,
the Company completed the placing of 14,350,000 units of the
Company at a price of GBP10 per unit, each unit comprising one
Public Share in the Company and the right to receive one half of
one warrant in respect of Public Shares ("Public Warrant"). 350,000
of these Public Shares were issued to the Sponsor via the Company's
Overfunding Subscription.
On 30 November 2021, the Company announced the admission of
14,350,000 Public Shares to trading on the London Stock Exchange's
main market for listed securities ("LSE").
On 3 December 2021, the Company announced that Citigroup Global
Markets Limited, acting as Stabilisation Manager, had partially
exercised the Over-allotment Option granted by the Company in
respect of 647,985 units, at a price of GBP10 per unit.
Accordingly, 647,985 Public Shares were admitted to trading on LSE
on 7 December 2021. The Over-allotment Option was granted to the
Stabilisation Manager to enable the Stabilisation Manager to
require the Company to issue up to 1,000,000 Option Units, each
option Unit comprising one Public Share in the Company and the
right to receive one half of one Public Warrant.
In addition, and as disclosed in the Prospectus, HPAC Sponsor
LLP (the "Sponsor") subscribed for a further 16,200 units via the
Overfunding Subscription. Accordingly, a further 16,200 Public
Shares were admitted to trading on LSE on 10 December 2021.
As at 30 June 2022 and 31 December 2021, the total number of
Public Shares admitted to trading is 15,014,185, of which 366,200
Shares were issued to the Sponsor via the Overfunding Subscription
and the Over-allotment Option. These latter shares are subject to
the Lock-up and Waiver Agreement (see note 9), which, inter alia,
removes the right of redemption attached to these Public Shares,
which are accordingly classified as equity. These 366,200 shares
alongside the 3,661,996 Class B ordinary shares make up share
capital net of share issuance costs of GBP93,856.
Holders of the remaining 14,647,985 Public Shares are entitled
to redeem all or a portion of their Public Shares upon the
completion of the business combination. Accordingly, these Public
Shares are classified as liabilities in the Company's Statement of
Financial Position and are measured at amortised cost.
Public Shares carry the right to receive dividends and other
distributions declared on them, and holders of Public Shares are
entitled to one vote per share at a general shareholders' meeting
of the Company, including a vote on the proposed business
combination.
Public Shares 30 June 2022 31 December 2021
GBP GBP
Opening balance 138,139,433 -
Proceeds of issue of Public Shares - 146,479,850
Less: initial recognition of Public Warrants - (5,480,174)
Less: share issue costs - (3,577,995)
Effective interest accretion 3,563,237 717,752
141,702,670 138,139,433
------------ ----------------
Class B ordinary shares ("Sponsor Shares")
During the prior period, the Sponsor and the Directors
subscribed to a total of 3,661,996 Sponsor Shares at a price of
GBP0.01 per share.
As at 30 June 2022 and 31 December 2021, the total number of
Sponsor Shares in issue was 3,661,996.
Upon completion of the Business Combination, the Sponsor Shares
will convert on the trading day following the consummation of the
Business Combination into such number of Public Shares that the
number of Public Shares issuable to the Sponsor upon conversion of
all Sponsor Shares will be equal, on an as-converted basis, to 8%
of the total number of Ordinary Shares issued and outstanding as a
result of the completion of the Placing (including the Public
Shares issued pursuant to the Over-allotment Option). In addition,
each Sponsor Share will be converted into Public Shares (in two
further tranches equal to 6% of the total number of Ordinary Shares
issued and outstanding) after the Business Combination subject to
certain performance-related conditions.
Subject to the variation of certain voting rights and powers in
respect of the Business Combination, Sponsor Shares carry the same
shareholder rights as Public Shares. However, the Company's Sponsor
and Directors have entered into a Lock-up and Waiver Agreement with
the Company (see note 9), under which they have agreed to waive
their redemption rights in respect of the Sponsor Shares or any
Public Shares acquired as a result of conversion in connection with
the Business Combination. Accordingly, the Sponsor Shares are
classified as equity in the Company's Statement of Financial
Position.
5. Warrants
Public Warrants
On 7 January 2022, 7,507,088 Public Warrants, the right to which
was included in the issue of units in the Company (see note 4),
were admitted to trading on LSE.
Each Public Warrant gives the holder the right to subscribe for
one Public Share at a price of GBP11.50 following the completion of
the Business Combination.
Accordingly, the Public Warrants are classified as derivative
liabilities and were initially recognised at their fair value of
GBP0.73 per warrant at the issuance date of 25 November 2021.
Between issuance date and 31 December 2021 a fair value movement of
GBP1,201,134 was recognised through profit and loss.
As at 30 June 2022, the Public Warrants have been valued using
their quoted price at GBP0.105 per Warrant and are recognised in
these Financial Statements at a total value of GBP788,244.For the
period end a fair value movement of GBP3,490,795 was recognised
through profit and loss.
Sponsor Warrants
During the prior period, the Sponsor and the Directors
subscribed to a total of 6,331,977 Sponsor Warrants at a price of
GBP1 per warrant. Of the GBP6,331,977 raised from the issue of the
Sponsor Warrants, a derivative liability was recognised at the fair
value of GBP0.73 per warrant at the issuance date of 25 November
2021. The remainder was allocated to Other Reserves as a capital
contribution to the Company.
As at 30 June 2022, the Sponsor Warrants have been valued at
GBP0.105 per warrant and are recognised in these Financial
Statements at a total value of GBP664,858. The movement in fair
value of GBP2,944,369 has been recognised as a fair value movement
through profit and loss. Each Sponsor Warrant gives the holder the
right to subscribe for one Public Share at a price of GBP11.50
following the completion of the Business Combination.
6. Other receivables
Other receivables includes an amount of GBPnil
(2021:GBP1,000,000 due from Hambro Perks Limited, which was settled
on 11 March 2022).
7. Earnings per share
The calculation of basic and diluted earnings per share has been
based on the following profit attributable to shareholders and
weighted-average number of ordinary shares outstanding at the year
end.
For the period ended 30 June 2022 Basic Diluted
GBP GBP
Profit for the period 2,884,593 2,884,593
------------ -----------
Weighted average number of shares 4,028,196 4,028,196
------------ -----------
Earnings per share GBP0.72 GBP0.72
------------ -----------
For the period ended 31 December 2021 Basic Diluted
GBP GBP
Profit for the period GBP1,080,886 GBP1,080,886
------------ ------------
Weighted average number of shares 531,950 531,950
------------ ------------
Earnings per share GBP2.03 GBP2.03
------------ ------------
The weighted average number of ordinary shares is determined by
reference to the 3,661,996 Class B Ordinary shares and 366,200
Public shares issued to the Sponsor and subject to the Lock-up and
Waiver Agreement. Public and Sponsor Warrants are deemed to be
anti-dilutive as the average market price of ordinary shares during
the period did not exceed the GBP11.50 exercise price of the
Warrants and they are therefore out of the money and excluded from
the diluted earnings per share calculation. The 14,647,985
redeemable Public Shares under IAS 33 are deemed to be contingently
issuable shares issuable only upon a Business Combination so under
IAS 33.24 will be excluded from the earnings per share calculations
until the Business Combination has occurred.
8. Auditor's remuneration
Grant Thornton UK LLP ("GT") was appointed as independent
auditor on 24 November 2021. The remuneration to Grant Thornton UK
LLP and to other Grant Thornton member firms for audit of the
Company's 2021 annual financial statements amounted to GBP97,850.
As at 30 June 2022, GBP37,500 was unpaid (31 December 2021:
GBP97,850).
The Audit Committee noted that the Company had incurred expenses
for non-audit services provided by Grant Thornton during the period
amounting to GBP5,000 (period to 31 December 2021: GBP134,930).
Non-audit services during the period relate to agreed upon
procedures in respect of the interim report and financial
statements. The amount outstanding at the period end was GBP5,000
(31 December 2021: nil).
To fulfil its responsibility regarding the independence of the
Auditor, the Audit Committee considered a report from the Auditor
describing its arrangements to identify, report and manage any
conflicts of interest.
9. Related party transactions
From 14 April 2021 (being the Company's date of incorporation)
to date, the Company has entered into the following related party
transactions:
a) the letters of appointment with each of the Directors (for further detail see note 10);
b) the acquisition of 3,661,996 Sponsor Shares by the Sponsor and the Directors (note 4);
c) the acquisition of 6,331,977 Sponsor Warrants by the Sponsor
and the Directors at a price of GBP1 per Sponsor Warrant, the
proceeds of which were used to finance the placing and listing
expenses and the operating expenses of the Company prior to the
completion of the Business Combination (note 5);
d) the Lock-up and Waiver Agreement, under which the Sponsor and
the Directors have agreed to waive their redemption rights in
respect of their holding of Public or Sponsor Shares, and
undertaken not to participate in the shareholder vote on the
proposed Business Combination;
e) the M&A Advisory Agreement (for further detail see note 10); and
f) the acquisition of 366,200 Public Shares cum rights by the
Sponsor at a price of GBP10 per Share under the Overfunding
Subscription (note 4).
The Over-allotment Option is an option granted to the
Stabilisation Manager by the Company, exercisable in full or in
part during the period commencing on the date of the commencement
of conditional dealings in the Public Shares on the London Stock
Exchange and ending no later than 30 calendar days thereafter,
pursuant to which the Stabilisation Manager may require the Company
to issue at the fixed Placing Price of GBP10 up to 1,000,000 Option
Units, comprising up to 7.1% of the aggregate number of Shares cum
Rights sold in the Placing (excluding the Option Units), solely for
the purpose of covering over-allotments and short positions, if
any, in connection with the Placing or to facilitate stabilisation
transactions, if any, with a view to supporting the market price of
the Public Shares at a higher level than that which might otherwise
prevail in the open market.
The over-allotment shares were issued to the Sponsor and were
subsequently repurchased by the Company. These shares were held in
treasury and loaned to the Stabilisation Manager under the Stock
Loan Agreement. On exercise of the Over-allotment option, the
Company was obliged to issue up to 1,000,000 Shares cum Rights in
order to satisfy its obligations under the Option. Any unissued
Shares cum Rights were required to be returned to the Company
pursuant to the Stock Loan Agreement for cancellation upon expiry
of the Option. The Over-allotment Option expired on 24 December
2021, and accordingly no further Shares may be issued
thereunder.
During the period, the Directors received the following
remuneration in the form of Directors' fees:
For the period For the period
from from
1 January 2022 14 April 2021
to to
30 June 2022 31 December
2021
GBP GBP
Sir Anthony Salz 20,000 4,164
Dominic Perks 20,000 4,164
Dominic Shorthouse 20,000 4,164
Matthew Wood 20,000 4,164
Dr Sarah Wood 20,000 3,508
------------------ ---------------
100,000 20,164
------------------ ---------------
10. Material agreements
Administration Agreement
Sanne Fund Services (Guernsey) Limited ("Sanne") was appointed
pursuant to the terms of the Administration and Secretarial Support
Services Agreement dated 25 November 2021
Under the terms of the Sanne Administration Agreement, Sanne was
entitled to receive:
-- A fixed administration fee of GBP30,000 per annum until a target acquisition is identified.
The Sanne administration fees for the period totalled GBP39,536
(period ended 31 December 2021: GBP3,041), of which GBP42,577 was
outstanding at the period end (period ended 31 December:
GBP3,041).
The Company terminated the agreement with Sanne with effect from
30 April 2022.
With effect from 1 May 2022 Ocorian Administration (Guernsey)
Limited (the "Administrator") was appointed Administrator to the
Company.
Under the terms of the Administration Agreement, the
Administrator is entitled to receive:
-- A fixed administration fee of GBP30,000 per annum until a target acquisition is identified.
-- An abort fee capped at GBP20,000 in the event the project aborts at any time.
The Ocorian Administration fees for the period totalled
GBP5,000, of which GBP5,000 was outstanding at the period end.
The administration agreement with Ocorian can be terminated by
either party giving to the other not less than 90 calendar days'
notice in writing (or such shorter notice as the parties may
agree).
M&A Advisory Agreement
Hambro Perks Advisory LLP (the "Advisor") was appointed pursuant
to the terms of the M&A Advisory Agreement dated 24 November
2021.
Under the terms of the M&A Advisory Agreement, the Advisor
is entitled to receive a monthly fee of GBP10,000 commencing on the
date of the M&A Advisory Agreement and ending on the earlier of
the date of (i) completion of the Business Combination and (ii) the
Business Combination deadline. The M&A Advisory Agreement may
also be terminated by notice in writing by a party subject to
certain events occurring.
During the period ended 30 June 2022, an amount of GBP60,000 was
payable to the advisor (period ended 31 December 2021: GBP12,000),
of which GBP20,000 was outstanding at the period end (period ended
31 December 2021: GBP12,000).
Directors' letters of appointment
The Company has no employees. The Directors are the only key
management personnel of the Company. Each Director was appointed
pursuant to a letter of appointment between the respective Director
and the Company dated on each Directors respective appointment
date.
Under the terms of the letters of appointment the Company's
Directors each receive an annual fee of GBP40,000 per annum and
will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on the Company's behalf, such as
identifying potential Target Businesses and performing due
diligence on suitable business combinations.
During the period ended 30 June 2022, the Directors fees
amounted to GBP100,000 (period to 31 December 2021: GBP20,164), of
which GBP50,000 was outstanding at the period end (period to 31
December 2021: GBP20,164).
Escrow Agreement
Citibank, N.A., London Branch (the "Escrow Agent") was appointed
pursuant to the terms of the Escrow Agreement (the "Escrow
Agreement"), dated 24 November 2021.
11. Contingencies and commitments
The Underwriter of the Company's Placing is entitled to a
deferred underwriting fee payable from the Escrow account upon the
successful completion of a Business Combination.
12. Subsequent events
There were no other significant post period end events that
require disclosure or adjustment in these Financial Statements.
OFFICERS AND ADVISORS
Directors: Sir Anthony Salz (Chairman)
Dominic Perks (Executive Director)
Dominic Shorthouse (Executive Director)
Matthew Wood (Independent Non-Executive
Director)
Sarah Wood (Independent Non-Executive
Director)
Registered Office: PO Box 286
Floor 2, Trafalgar Court
Les Banques, St. Peter Port
Guernsey, GY1 4LY
Sponsor: HPAC Sponsor LLP
111 Buckingham Road
London, SW1W 0SR
Advisor: Hambro Perks Advisory Limited
111 Buckingham Road
London, SW1W 0SR
Company Secretary: Peter Soliman
Sole Global Coordinator Citigroup Global Markets Limited
and
Bookrunner: Citigroup Centre
Canada Square
Canary Wharf
London, E14 5LB
Registrar: Computershare Investor Services (Guernsey)
Limited
1(st) Floor Tudor House
Le Bordage, St. Peter Port
Guernsey, GY1 1DB
Independent Auditor: Grant Thornton UK LLP
30 Finsbury Square
London, EC2A 1AG
Legal advisor to the White & Cast LLP
Company
as to US and English 5 Old Broad Street
law:
London
EC2N 1DW
Legal advisor to the Carey Olsen (Guernsey) LLP
Company
as to Guernsey Law Carey House
Les Banques
St. Peter Port
Guernsey, GY1 4BZ
Legal advisor to the Clifford Chance LLP
Bookrunner as to US and 10 Upper Bank Street
English law: London, E14 5JJ
Company Number: 69093 (Registered in Guernsey)
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END
IR BKQBQOBKDBFB
(END) Dow Jones Newswires
August 25, 2022 02:00 ET (06:00 GMT)
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