TIDMHPA1
RNS Number : 5142P
Hambro Perks Acquisition Com Ltd
10 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.
10 February 2023
Hambro Perks Acquisition Company Limited
Proposed Extension of Business Combination Deadline
Proposed Amendment of Articles of Incorporation
Publication of Circular and Notice of Extraordinary General
Meeting in connection with the extension of Business Combination
Deadline
Hambro Perks Acquisition Company Limited (LSE: HPA1) ("HPAC" or
the "Company"), a special purpose acquisition company formed to
focus on a Business Combination with a European technology-enabled
business, announces today that it is seeking shareholder approval
to extend the deadline by which it may seek a business combination
to 30 November 2023.
Key Highlights
-- HPAC is seeking shareholder approval to extend its initial
Business Combination deadline by nine months from 28 February 2023
to 30 November 2023 to allow sufficient time to complete a Business
Combination.
-- As at the date of this announcement, the Company is not in
sufficiently advanced discussions with any potential targets to
enable Shareholders to consider and vote on a potential Business
Combination.
-- The Articles permit an initial three-month extension period,
followed by a further three-month extension period, with the
approval of an Ordinary Resolution of the holders of all Ordinary
Shares.
-- However, the Board considers that these permitted extensions
are unlikely to provide sufficient time to permit the Company to
evaluate alternative target companies, to agree terms on a
potential business combination and to seek agreement on financing
requirements.
-- Accordingly, the Company is convening an EGM to be held at
11:30 a.m. on 28 February 2023 to consider, and if thought fit, to
approve the Business Combination Extension to 30 November 2023 by
way of an amendment to the Articles.
Dominic Perks, Chief Executive Officer of HPAC, said : "The past
12 months brought unique and challenging circumstances to public
equity markets overall, and SPACs are no exception. The market
environment was not conducive to completing a business combination,
resulting in the need for an extension, though the Board sees
significant potential for opportunities ahead of the proposed new
deadline. We remain enthusiastic on the prospects for a business
combination and have been encouraged by the conversations we have
had and are having with companies interested in a combination."
Full Summary
In order to allow the Company sufficient time to complete a
Business Combination, the Company is seeking shareholder approval
to extend its initial business combination deadline by nine months
from 28 February 2023 (the "Initial Business Combination Deadline")
to 30 November 2023 (the "Business Combination Extension").
The proposed extension will require an amendment to the articles
of incorporation of the Company (the "Articles") which require the
Company to complete a Business Combination by no later than 28
February 2023 (or such later date as may be approved by
Shareholders but in any event no later than 31 August 2023).
The Articles permit an initial three month extension period with
the approval of an Ordinary Resolution of the holders of all
Ordinary Shares followed by a further three month extension period
with the approval of an Ordinary Resolution of the holders of all
Ordinary Shares, provided that the Business Combination Deadline
may not exceed 31 August 2023. The Board considers that these
permitted extensions are unlikely to provide sufficient time to
permit the Company to evaluate alternative target companies, to
agree terms on a potential business combination and to seek
agreement on financing requirements. The Board was in substantive
discussions regarding a potential business combination which
terminated on 30 January 2023. Having previously terminated
discussions with other potential targets, the Company now requires
additional time if it is to implement an agreed business
combination.
As at the date of this announcement, the Company is not in
sufficiently advanced discussions with any potential targets to
enable Shareholders to consider and vote on a potential Business
Combination.
The market backdrop for SPACs and public equity offerings more
generally has been challenging. This climate has not been conducive
to completing a Business Combination. The Board however remains
positive on the prospect of successfully executing a Business
Combination and is encouraged by the discussions it has had with
companies interested in exploring a Business Combination.
To date the focus for a Business Combination has been on the
technology-enabled sector and businesses with principal business
operations in a member state of the EEA, the United Kingdom or
Switzerland. In order to provide a broader opportunity to complete
a Business Combination, the Board proposes to widen the industries
in which a target business operates but to remain in the same
geographic area.
Accordingly, the Company has today published a circular in
connection with the Business Combination Extension (the "Extension
Circular"), incorporating the notice of an extraordinary general
meeting of the Company (the "EGM") to approve the Business
Combination Extension (the "Extension Resolution"). The EGM will be
held at 11:30 a.m. on 28 February 2023 at the offices of White
& Case LLP, 5 Old Broad Street, London EC2N 1DW to consider,
and if thought fit, approve the Business Combination Extension by
way of an amendment to the Articles.
Availability of Redemption Rights
Pursuant to the Articles, in the event that any amendment is
made to the Articles:
-- to modify the substance or timing of the Company's obligation
to allow redemption in connection with a Business Combination or
redeem 100 per cent of the Public Shares if the Company does not
consummate a Business Combination within 15 months of 30 November
2021 (or such other date as extended in the circumstances as
described in the IPO Prospectus); or
-- with respect to any other material provisions relating to
Shareholders' rights or pre-Business Combination activity,
the Company shall provide the holders of Public Shares (other
than HPAC Sponsor LLP (the "Sponsor") or a Director) with an early
opportunity to redeem their Public Shares upon the approval of any
such amendment, 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. On such early redemption, the price
per-share, payable in cash, will equal the aggregate amount then on
deposit in the escrow account opened with Citibank N.A. (the
"Escrow Account") (less taxes payable) divided by the number of
then outstanding Public Shares (excluding the Overfunding
Shares).
The implementation of the Business Combination Extension on the
basis set out in this announcement would amount to such an
amendment to the Articles. Accordingly, if Shareholders approve the
Business Combination Extension, the Company shall provide its
Public Shareholders with the early opportunity to redeem all or a
portion of their Public Shares (in accordance with the provisions
of the Articles) following the Business Combination Extension.
This early right of redemption will apply whether or not a
Public Shareholder votes in favour of the resolution to approve the
Business Combination Extension at the EGM. The amount in the Escrow
Account is anticipated to be GBP10.25 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, expected to be
GBP0.25 per Public Share).
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.
The Sponsor has agreed to waive its redemption rights with
respect to its Overfunding Shares and Sponsor Shares in connection
with the Business Combination Extension.
Consequences of not approving the Business Combination
Extension
In the event that the Extension Resolution is not approved, the
Company will:
-- not be able to complete a Business Combination by the Initial
Business Combination Deadline and will be left with substantial
unrecovered transaction costs, potentially including substantial
legal costs or other expenses, such as those of professional
advisors and service providers;
-- cease all operations except for the purpose of winding up;
-- as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the Escrow Account , including interest earned on the
funds held in the Escrow Account (less taxes payable and up to
GBP100,000 to pay dissolution expenses), divided by the number of
then outstanding Public Shares (which is expected to be
approximately GBP10.25 per Public Share), which redemption will
completely extinguish Public Shareholders' rights as Shareholders
(including the right to receive further liquidation distributions
(if any)); and
-- as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining Shareholders and
the Board, liquidate and dissolve, subject to the Company's
obligations under Guernsey law to provide for claims of creditors
and in all cases subject to the other requirements of applicable
law and regulation.
Extraordinary General Meeting
The Business Combination Extension is conditional upon
Shareholder approval being obtained at the Extraordinary General
Meeting. Accordingly, the Directors are seeking approval of a
special resolution to authorise the Business Combination Extension
by way of an amendment to the Articles (the "Extension
Resolution").
If the Company is able to agree the terms of any Business
Combination and enter into definitive agreements in respect of such
transaction, HPAC will in due course publish an FCA-approved
prospectus and circular (which will include a notice to convene an
extraordinary general meeting to approve such Business Combination
(among other related matters)).
ACTIONS TO BE TAKEN
The EGM, to be held at 11:30 a.m. at the offices of White &
Case LLP, 5 Old Broad Street, London EC2N 1DW on 28 February 2023 ,
is being convened at which the Extension Resolution will be
proposed.
Copies of the noticed of the EGM and Forms of Proxy have been
posted to Shareholders and are available to download from the
Company's website.
HPAC Shareholders are asked to complete and return the Form of
Proxy in accordance with the instructions printed thereon as soon
as possible, but in any event so as to be received by HPAC's
registrar, Computershare Investor Services (Guernsey) Limited c/o
The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by 11:30 a.m. on
24 February 2023 .
If you complete and return a Form of Proxy, you may still attend
and vote at the EGM in person should you subsequently decide to do
so subject to any restrictions applicable to attendance in
person.
The Directors consider that the Business Combination Extension
and the Extension Resolution to be put to the Extraordinary General
Meeting are in the best interests of the Company and its
Shareholders as a whole and unanimously recommend Shareholders vote
in favour of the Extension Resolution.
Rothschild & Co is acting as financial adviser to HPAC.
White & Case LLP and Carey Olsen (Guernsey) LLP are acting as
legal advisers to HPAC.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Appendix.
Expected timetable of events*
EVENT EXPECTED TIMETABLE
Latest time and date for completion 11:30 a.m. on 24 February
or receipt of Forms of Proxy 2023
Extraordinary General Meeting 11:30 a.m. on 28 February
2023
*All references to time in this announcement are to London
time.
Enquiries
Hambro Perks Acquisition Company Limited peter@hambroperks.com
Peter Soliman, Company Secretary
Rothschild & Co (Financial advisor
to HPAC )
Noel Monro
Duncan Littlejohns + 44 (0) 20 7280 5000
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
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. 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.
Rothschild & Co Equity Markets Solutions Limited
("Rothschild & Co"), which is authorised and regulated by the
FCA, is acting for HPAC and no one else and will not be responsible
to anyone other than HPAC for providing the protections afforded to
clients of Rothschild & Co nor for providing financial
advice.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Rothschild & Co and/or by any of its
respective directors, officers, employees, affiliates and/or agents
as to or in relation to, the accuracy, completeness or sufficiency
of this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with HPAC, and any liability therefore is
expressly disclaimed.
The Extension Circular, together with the Form of Proxy, have
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. An investment decision regarding
the Securities should only be made on the basis of the FCA-approved
prospectus, which will be published in due course if the Company is
able to agree the terms of any Business Combination and enter into
definitive agreements in respect of such transaction and will be
available free of charge on the HPAC's website.
This announcement does not constitute a prospectus. In the
United Kingdom, this announcement is only being distributed to, and
is only directed at, qualified investors, within the meaning of
Regulation (EU) No 2017/1129 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 who are also (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) persons falling within Article
49(2)(a) to (d) of the Order (high-net-worth companies,
unincorporated associations, etc.) or (iii) persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any Securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "Relevant
Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
HPAC has not authorised any offer to the public of Securities in
any Member State of the European Economic Area. With respect to any
Member State of the European Economic Area (each a "Relevant Member
State"), no action has been undertaken or will be undertaken to
make an offer to the public of Securities requiring publication of
a prospectus in any Relevant Member State. As a result, the
Securities may only be offered in Relevant Member States (i) to any
legal entity which is a qualified investor as defined in the
Prospectus Regulation; or (ii) in any other circumstances falling
within Article 1(4) of the Prospectus Regulation. For the purpose
of this paragraph, the expression "offer of securities to the
public" means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities
to be offered so as to enable the investor to decide to purchase or
subscribe for the Securities and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 and includes any
relevant delegated regulations.
This announcement may contain forward-looking statements.
Forward-looking statements are statements that are not historical
facts and may be identified by words such as "plans", "targets",
"aims", "believes", "expects", "anticipates", "intends",
"estimates", "will", "may", "continues", "should" and similar
expressions. These forward-looking statements reflect, at the time
made, HPAC's beliefs, intentions and current targets/aims
concerning, among other things, HPAC's results of operations,
financial condition, liquidity, prospects, growth and strategies.
Forward-looking statements include statements regarding:
objectives, goals, strategies, outlook and growth prospects; future
plans, events or performance and potential for future growth;
economic outlook and industry trends; developments of HPAC's
markets; the impact of regulatory initiatives; and the strength of
HPAC's competitors. Forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. The
forward-looking statements in this announcement are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination
of historical operating trends, data contained in HPAC's records
and other data available from third parties. Although HPAC believes
that these assumptions were reasonable when made, these assumptions
are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond HPAC's
control.
Forward-looking statements are not guarantees of future
performance and such risks, uncertainties, contingencies and other
important factors could cause the actual outcomes and the results
of operations, financial condition and liquidity of HPAC or the
industry to differ materially from those results expressed or
implied in the Information by such forward-looking statements. No
assurances can be given that the forward-looking statements will be
realised. The forward-looking statements speak only as of the date
of this announcement. HPAC expressly disclaims any obligation or
undertaking to release any updates or revisions to any
forward-looking statements to reflect any change in its
expectations with regard thereto or any changes in events,
conditions or circumstances on which any forward-looking statements
are based. No representation or warranty is made that any of these
forward-looking statements or forecasts will come to pass or that
any forecast result will be achieved. Undue influence should not be
given to, and no reliance should be placed on, any forward-looking
statement.
Appendix
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Articles" the Articles of Incorporation of the Company
as in force at the date 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;
"Directors" the directors of the Company;
"Escrow Account" the escrow account opened by the Company
with Citibank, N.A., London Branch;
"Escrow Account Overfunding" the additional funds committed by the
Sponsor to the Company through the private
placement of 350,000 Public Shares and
175,000 Public Warrants, each subscribed
for by the Sponsor at the time of the
Company's IPO;
"EGM" or the "Extraordinary the general meeting of the Company to
General Meeting" approve the Business Combination Extension;
" Extension Resolution the resolution of the Company to be passed
" at the EGM to approve the Business Combination
Extension by way of amending the Articles;
" FCA " the UK Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the Extension
Circular in respect of the EGM ;
"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 Resolution" a resolution of the Company passed as
an ordinary resolution in accordance with
the Companies Law;
"Ordinary Shares" the Sponsor Shares and the Public Shares;
"Overfunding Shares" 350,000 Public Shares subscribed for by
the Sponsor at the time of the Company's
IPO as part of the Escrow Account Overfunding;
"Public Shareholders" the holders of Public Shares;
"Public Shares" the Class A Ordinary Shares of HPAC;
"Public Warrants" the warrants in respect of Public Shares
issued to holders of Public Shares;
"Shareholder" a holder of Ordinary Shares, including
a holder of Public Shares and a holder
of Sponsor Shares;
"SPACs" special purpose acquisition companies;
"Sponsor" HPAC Sponsor LLP, a limited liability
partnership formed in England and Wales,
with registration number OC439271 and
whose registered office is at 111 Buckingham
Palace Road, London, England, SW1W 0SR;
and
"Sponsor Shares" the 3,661,996 Class B Ordinary Shares
of HPAC purchased by the Sponsor 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.
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END
NOGEAFANEEPDEAA
(END) Dow Jones Newswires
February 10, 2023 02:00 ET (07:00 GMT)
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