TIDMFNWR
RNS Number : 1652I
Financials Acquisition Corp
13 April 2022
Wednesday 13(th) April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority (the "FCA") or otherwise and is not an offer of
securities for sale in any jurisdiction, including in or into the
United States, Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except on the basis of information contained in a
prospectus in its final form (the "Prospectus") that will be
published by Financials Acquisition Corp (the "Company") in due
course in connection with the proposed Admission ("Admission") of
redeemable ordinary shares in the Company and matching warrants to
the standard listing segment of the Official List of the FCA and to
trading on the main market of London Stock Exchange plc (the
"London Stock Exchange"). A copy of the Prospectus is available for
inspection from the Company's registered office at c/o Conyers
Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO
Box 2681, Grand Cayman, KY1-1111, Cayman Islands and on the
Company's website (www.finsac.co.uk).
Press Release
Financials Acquisition Corp
Admission to Trading on the London Stock Exchange
Further to the announcement on 7(th) April 2022 relating to its
initial public offering on the London Stock Exchange, Financials
Acquisition Corp, a special purpose acquisition company formed for
the purpose of effecting a Business Combination, today announces
the admission of 15,450,000 Ordinary Shares and 7,500,000 whole
Warrants to the standard listing segment of the Official List of
the Financial Conduct Authority and to trading on the London Stock
Exchange's main market for listed securities under the ticker
symbols "FINS" and "FNWR" respectively.
For further information, please contact:
For media enquiries
Finsbury Glover Hering - Financial PR Adviser
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgh.com
For investor enquiries
Barclays - Joint Global Coordinator & Joint Bookrunner
Ken Brown
Stefano Conte
James Phillips
+44 20 7623 2323
HSBC - Joint Global Coordinator & Joint Bookrunner
Julian Wentzel
Graeme Lewis
Robert Baker
+44 20 7991 8888
Numis - Joint Global Coordinator & Joint Bookrunner
James Taylor
Charles Farquhar
Giles Rolls
+44 20 7260 1000
The Growth Stage - Joint Bookrunner
Simon Stewart
+44 20 3883 4045
About Financials Acquisition Corp, the Sponsor Entity and
Overfunding Sponsor Entity
Financials Acquisition Corp is a SPAC incorporated under the
laws of the Cayman Islands as an exempted company limited by shares
for the purpose of completing a Business Combination with a company
or business operating principally in (or adjacent to) the insurance
or broader financial services industry.
The Company is sponsored by the Sponsor Entity which is a
limited liability partnership incorporated under the laws of
England and Wales and founded by William Allen and Andrew Rear, who
are also the designated members of the Sponsor Entity (the "
Management Team " ). The Sponsor Entity is supported by certain
institutional and strategic investors and industry experts who have
each made capital contributions to hold membership interests in the
Sponsor Entity. Such investors comprise funds managed by Toscafund
Asset Management LLP ( " Toscafund " ), Empyrean Capital Overseas
Master Fund Ltd. ( " Empyrean ", together with Toscafund, the "
Cornerstone Investors " ) and Ventura Capital (or their affiliates)
and such industry experts include Dominic Christian and Aditya
Dutt.
The Company is also sponsored by FINSAC II LLP (the "Overfunding
Sponsor Entity") which is a limited liability partnership
incorporated under the laws of England and Wales and founded by the
Sponsor Entity. The Overfunding Sponsor Entity is supported by
Toscafund and Empyrean who have each made capital contributions to
hold membership interests in the Overfunding Sponsor Entity. The
Overfunding Sponsor Entity is committing additional funds to the
Company through the subscription for 450,000 Overfunding Shares at
the subscription price of GBP10.00 each.
IMPORTANT LEGAL INFORMATION
The contents of this announcement have been prepared by, and are
the sole responsibility of, the Company.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States),
Australia, Canada, Japan, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, securities to any person in the United States,
Australia, Canada, Japan, South Africa or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The
securities referred to herein may not be offered or sold in the
United States unless registered under the US Securities Act of
1933, as amended ("Securities Act") or offered in a transaction
exempt from, or not subject to, the registration requirements of
the Securities Act. The proposed offer and sale of securities
referred to herein has not been and will not be registered under
the Securities Act or under the applicable securities laws of
Australia, Canada, Japan or South Africa. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa. There will be no public
offer of the securities referred to herein in the United States,
Australia, Canada, Japan, South Africa or elsewhere.
In any member state of the European Economic Area, this
announcement and any offer is, and will be, directed only at
persons who are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129, as amended ( " Qualified
Investors " ). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with Qualified Investors. This communication must not be acted
on or relied on in any member state of the European Economic Area,
by persons who are not Qualified Investors.
In the United Kingdom, this announcement is only being
distributed to, and is directed only at, (a) "qualified investors"
within the meaning of Article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, (as amended, the "EUWA"), as amended
and supplemented (the " UK Prospectus Regulation " ), who are also
(b)(i) persons having professional experience in matters relating
to investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order; or (iii) persons
to whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this announcement relates is
available only to and will only be engaged in with relevant
persons. Persons who are not relevant persons should not take any
action on the basis of this announcement and should not act or rely
on it.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company, Barclays, HSBC, Numis and TGS and their
respective affiliates as defined under Rule 501(b) of Regulation D
of the Securities Act ("affiliates"), expressly disclaims any
obligation or undertaking to update, review or revise any forward
looking statement contained in this announcement whether as a
result of new information, future developments or otherwise, and
the distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with the
Offering or any transaction or arrangement referred to therein.
This announcement is an advertisement and does not constitute a
prospectus within the meaning of the UK Prospectus Regulation and
does not constitute an offer to acquire securities. Any purchase of
any securities in the proposed Offering should be made solely on
the basis of information contained in the Prospectus to be issued
by the Company in connection with the Offering and Admission. The
information in this announcement is subject to change. Before
purchasing any securities in the Offering, persons viewing this
announcement should ensure that they fully understand and accept
the risks which will be set out in the Prospectus. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
shall not form the basis of or constitute any offer or invitation
to sell or issue, or any solicitation of any offer to purchase any
securities nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor.
The date of Admission may be influenced by a variety of factors
which include market conditions. The Company may decide not to go
ahead with the Offering and there is therefore no guarantee that
Admission will occur. You should not base your financial decision
on this announcement or the Company's intentions in relation to
Admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
This announcement does not form part of or constitute a
recommendation concerning any offer. The value of securities can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of a possible offer for
the person concerned.
None of Barclays, HSBC, Numis and TGS, or any of their
affiliates or any of their or their affiliates' directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Accordingly,
each of Barclays, HSBC, Numis and TGS, and any of its and any of
its or its affiliates' directors, officers, employees, advisers or
agents expressly disclaims, to the fullest extent possible, any and
all liability whatsoever for any loss howsoever arising from, or in
reliance upon, the whole or any part of the contents of this
announcement, whether in tort, contract or otherwise which they
might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.
Each of Barclays, HSBC, Numis and TGS are acting exclusively for
the Company, the Sponsor Entity and the Overfunding Sponsor Entity
and no-one else in connection with the proposed Offering. They will
not regard any other person as their respective clients in relation
to the proposed Offering and will not be responsible to anyone
other than the Company, the Sponsor Entity and the Overfunding
Sponsor Entity for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
proposed Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Each
of Barclays and HSBC is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the FCA and the PRA. Each of Numis and TGS is authorised
and regulated in the United Kingdom by the FCA.
In connection with the Offering, each of Barclays, HSBC, Numis
and TGS and any of their affiliates may take up a portion of the
Ordinary Shares and Warrants as a principal position and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Ordinary Shares and/or Warrants
and other securities of the Company or related investments in
connection with the Offering or otherwise. Accordingly, references
in the Prospectus, once published, to the Ordinary Shares and/or
Warrants being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by each of
Barclays, HSBC, Numis and TGS and any of their affiliates acting in
such capacity. In addition, each of Barclays, HSBC, Numis and TGS
and any of their affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which each of Barclays, HSBC, Numis
and TGS and any of their affiliates may from time to time acquire,
hold or dispose of Ordinary Shares and/or Warrants. None of
Barclays, HSBC, Numis and TGS, nor any of their affiliates intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Ordinary Shares and the Warrants subject of
the Offering have been subject to a product approval process, which
has determined that: (a) the target market is eligible
counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"), and professional clients, as defined in COBS;
and (b) all channels for distribution to eligible counterparties
and professional clients are appropriate (the "UK Target Market
Assessment").
Any person subsequently offering, selling or recommending the
Ordinary Shares and the Warrants (a "Distributor") should take into
consideration the manufacturers' UK Target Market Assessment;
however, a distributor subject to the UK Product Governance
Requirements is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and the Warrants (by
either adopting or refining the manufacturers' UK Target Market
Assessment) and determining appropriate distribution channels.
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Ordinary Shares and the Warrants
may decline and investors could lose all or part of their
investment; the Ordinary Shares and the Warrants offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares and the Warrants is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Offering.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A of COBS; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Ordinary Shares and the Warrants.
Each Distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and the
Warrants and determining appropriate distribution channels.
Prohibition of sales to UK, EEA and Swiss Retail Investors
The Ordinary Shares and the Warrants are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the United Kingdom, EEA or in Switzerland, in or as part of the
Offering. For these purposes, (A) in the United Kingdom a "retail
investor" means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law in the UK by virtue of
the EUWA; or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 (as amended, the
"FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law in the
UK by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law in the UK by virtue of the EUWA; (B) in the EEA, a
"retail investor" means a person who is one (or more) of: (i) a
retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of the Insurance Distribution Directive, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation; and (C) in
Switzerland, a "retail investor" means a person who is not a
professional client as defined in Article 4 Paragraph 3 of the
Swiss Federal Act on Financial Services (the "FinSA").
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), or
Regulation (EU) No 1286/2014, as amended, as it forms part of
domestic law in the UK by virtue of the EUWA (the "UK PRIIPs
Regulation") or the FinSA for offering or selling the Ordinary
Shares or the Warrants or otherwise making them available to retail
investors in the UK, EEA or in Switzerland has been prepared and,
therefore, offering or selling the Ordinary Shares or the Warrants
or otherwise making them available to any retail investor in the
UK, EEA or in Switzerland may be unlawful under the UK PRIIPs
Regulation, the PRIIPs Regulation or the FinSA, as applicable.
This information is provided by RNS, the news service of the
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END
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April 13, 2022 03:00 ET (07:00 GMT)
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