Update on Winding Up Process

Financials Acquisition Corp

20 November 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

20 November 2023

FINANCIALS ACQUISITION CORP

(the "Company")

Update on Cessation of Operations and Redemption of Class A Ordinary Shares

Update on Winding Up Process

Further to its announcement on 13 November 2023 as to the termination of the proposed business combination between London Innovation Underwriters Limited and Financials Acquisition Corp (LSE: FINS), (the "Company"), the Company today announces the appointment of Interpath (Cayman) Limited ("Interpath") as an independent advisor to supervise the allocation of payments to creditors and the redemption of class A ordinary shares in the Company (the "Class A Ordinary Shares").

Update on Redemption and Liquidation Process

In addition to ceasing all operations except for the purpose of redeeming the Class A Ordinary Shares and the orderly winding up, the Company will:

(i)            work together with Interpath to seek to confirm any outstanding creditors of the Company; 

(ii)          notify shareholders of the Company, by way of an announcement, of the approximate redemption price per Class A Ordinary Share (the "Redemption Price", being the amount then on deposit in the Company's escrow account, including interest earned on the funds therein and not previously released to the Company (less any taxes payable, an amount to pay dissolution expenses, and subject to obligations to provide for amounts to be paid to creditors and other requirements of applicable law), divided by the number of Class A Ordinary Shares then outstanding but excluding any Class A Ordinary Shares for which redemption rights have been waived); 

(iii)         as promptly as reasonably possible following the announcement of the Redemption Price, redeem the Class A Ordinary Shares then outstanding (excluding any Class A Ordinary Shares for which redemption rights have been waived); and

(iv)         as promptly as reasonably possible following such redemption, subject to the approval of the Company's then remaining shareholders, place the Company into liquidation and appoint Elizabeth Mackay and Cassandra Ronaldson, of Interpath, as voluntary liquidators to wind down and dissolve the Company.

As the Redemption Price is anticipated to be inside information for the purposes of the market abuse regulation (EU No. 596/2014), as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Market Abuse Regulation"), the Company shall announce the Redemption Price as soon as possible upon it being determined by the Company, subject to the UK Market Abuse Regulation.

In accordance with the articles of association of the Company (the "Articles"), upon payment of the Redemption Price, the redemption will extinguish the rights of holders of Class A Ordinary Shares as shareholders of the Company, including the right to receive further liquidation distributions, if any, unless otherwise determined by the Company.

Expected Timetable of Events

Each of the following times and dates noted below is indicative only and subject to change without further notice. All references to dates and times are to London times

Event	Expected Timetable
Announcement of Redemption Price…………………	"T"
Record date for redemption of Class A Ordinary Shares…………………………………………………	6.30 p.m. on T
Redemption of Class A Ordinary Shares……………...	T + 1 Trading Day (as defined in the Articles)
Redemption Price payment date………………………	Within five Trading Days of T(1)
Appointment of voluntary liquidator………………….	As soon as reasonably possible following redemption of the Class A Ordinary Shares
Dissolution of the Company…………………………..	During Q2 2024

Note:

(1)        To be no later than 15 January 2024 (being ten business days after the Business Combination Deadline, as defined in the Articles).

Public Warrants and Sponsor Warrants

There are no redemption rights or liquidating distributions with respect to the issued warrants of the Company, which will automatically expire without value upon completion of the liquidation of the Company.

Cancellation of Listing

Following the redemptions becoming effective and the liquidator being appointed, the Company expects the Financial Conduct Authority to cancel the listing of its Class A Ordinary Shares and public warrants on the standard listing segment of the official list, and consequently, to admission to trading of the Class A Ordinary Shares and public warrants on the main market for listed securities of the London Stock Exchange. The cancellation shall occur no earlier than the date falling twenty (20) business days after the date of this announcement and, in any case, is expected to be simultaneous with, or shortly following, the redemption of the Class A Ordinary Shares as described herein.

A further announcement on the timing of the cancellation of listing will be published in due course.

Creditors of the Company

In accordance with the Articles, the redemption of the Class A Ordinary Shares is subject to the Company's obligations under Cayman Islands law to provide for the priority claims of creditors and other requirements of applicable law.

Creditors of the Company are requested, as soon as possible, and, in any event, by no later than 1 December 2023, to submit: (i) their names and email addresses; (ii) the particulars of their purported debts; and (iii) the names and address of their attorneys-at-law (if any) to Interpath at [e-mail].

Ahead of the determination of the Redemption Price, best efforts will be made by the Company to settle or otherwise provide for creditors.  However, this will be based on the information available to the Company at that time.  Creditors are therefore encouraged to contact Interpath as soon as possible and, in any event, by no later than 1 December 2023 in relation to any purported debts owing to them by the Company.  In circumstances where a creditor is unable to particularise their purported debt by this date, they are still encouraged to contact Interpath to inform them of any unliquidated, contingent or prospective claims which may be relevant to the exercise of making appropriate provisions for actual or potential creditors.

Enquiries

Financials Acquisition Corp

William Allen (Chief Executive Officer)

[e-mail]

Interpath (Cayman) Limited

Elizabeth Mackay (Managing Director)

Cassandra Ronaldson (Director)

[e-mail]

[e-mail]

FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
[phone]
[e-mail]

The person responsible for arranging the release of this announcement on behalf of the Company is William Allen, Chief Executive Officer.

The Company's LEI is 254900SWRQCI5ZUQEF15.

DISCLAIMER

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or its directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.

 

END