Notice of EGM and Business Combination with LIU

Financials Acquisition Corp

30 October 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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 FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FINANCIALS ACQUISITION CORP., LONDON INNOVATION UNDERWRITERS LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF FINANCIALS ACQUISITION CORP. OR LONDON INNOVATION UNDERWRITERS LIMITED.

Financials Acquisition Corp ("FAC" or the "Company")

Notice of Extraordinary General Meeting, commencement of redemption period and Business Combination with London Innovation Underwriters Limited ("LIU")

The Company announces that is has today posted a circular to its shareholders convening an Extraordinary General Meeting ("EGM") to be held at 10:00 a.m. on 14 November 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG (the "Circular").

The Company further announces that it has today entered into a business combination agreement with LIU (the "Business Combination").

A copy of the Circular is available from the Company's website, https://www.finsac.co.uk/.

All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change.

Terms used and not defined in this announcement shall have the same meanings given to them in the Circular.

Overview

The Company was formed for the purpose of entering into a business combination with a technology enabled company or business operating principally in (or adjacent to) the insurance or broader financial services industry. The Business Combination is the result of an extensive search for potential opportunities in the insurance or broader financial services industries by FAC, utilising the management team's skills and relationships within the insurance industry and the Lloyd's of London market in particular.

Extraordinary General Meeting

The EGM is being convened in order to approve the Business Combination.

The proposed resolutions set out in the Circular are inter-conditional and each resolution must be approved in order for the other resolutions to be deemed approved. The completion of the Business Combination is conditional on each of the resolutions being passed and, among other things, admission of LIU's Class A Ordinary Shares and Public Warrants to the Official List (by way of a Standard Listing under Chapters 14 and 20 of the FCA Listing Rules), and to trading on the main market of the London Stock Exchange, and LIU having received sufficient commitments pursuant to the LIU Capital Raise (as defined below) to raise gross proceeds (including any funds standing to the credit of the Company's escrow account) of at least £150,000,000.

Redemption Period

In accordance with the Company's Articles of Association, holders of Class A Ordinary Shares in the Company shall have the right to redeem all or a portion of their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the Merger Effective Time (including interest earned on the Escrow Account net of taxes payable, and not previously released to the Company to pay its taxes) divided by the number of then issued Class A Ordinary Shares in the Company, conditional upon the Business Combination being approved and consummated.

This right of redemption in connection with the Business Combination is in addition to the opportunity for Public Shareholders in the Company to redeem their Class A Ordinary Shares if the Company has not completed a business combination by the Business Combination deadline of 31 December 2023, in a pre-winding up redemption.

This right of redemption in connection with the Business Combination will apply whether or not a holder votes in favour of the Resolutions at the General Meeting.

Upon completion of the Business Combination, holders of Class A Ordinary Shares in the Company will be entitled to receive a portion of a 200,000 issuance of new Class A Ordinary Shares in LIU in consideration of them not exercising their rights of redemption in relation to the Business Combination.

Further details on the redemption of Class A Ordinary Shares in the Company are set out in the Circular.

Business Combination with LIU

Today the Company is proposing to shareholders a business combination with LIU, an entity which has been formed by certain directors of FAC to effect the Business Combination and deploy funds into the Lloyd's of London insurance market. After the Business Combination is effective FAC will become a wholly owned subsidiary of LIU, with LIU and its subsidiaries together with FAC being the "Enlarged Group". In connection with, and conditional upon the consummation of, the Business Combination, LIU is proposing to raise up to £300 million in a placing of new shares (the "LIU Capital Raise").

The Enlarged Group intends over time to target an insurance book comprising the following three main strategies:

(a)  Core Syndicates;

(b)  Innovation and Seed Syndicates; and

(c)  Broad Market Exposure.

The Syndicates have been and will be selected by the Enlarged Group with the intention of achieving differentiated exposure to underwriting risks within the Lloyd's market and diversification. The board of directors of the Company (the "Board") and the board of directors of LIU (the "LIU Board") intend that the Enlarged Group will access Lloyd's market underwriting principally through London Bridge 2 ("LB2"), an insurance risk transformer vehicle. The board of directors of LIU plan to deploy capital through two principal channels, being the establishment and funding of its own corporate Member ("Member") and the writing of other reinsurance arrangements, as follows:

(a)  corporate Lloyd's Member: LIU is in the process of establishing a wholly-owned corporate Lloyd's Member, LIU Corporate Member Limited ("LLV"), and a related LB2 cell. LLV has applied to Lloyd's of London to become a corporate Lloyd's Member and, once its membership has been approved, LLV will be able to participate, as an underwriting Lloyd's Member, on Syndicates. The LIU Board intend that LLV will participate on Syndicates with funds at Lloyd's ("FAL") provided through reinsurance arrangements between the corporate Lloyd's Member and an LB2 cell funded by LIU; and

(b)  other reinsurance arrangements: the Enlarged Group intends to establish further LB2 cells, which it intends to use to support other reinsurance arrangements through the provision of FAL to a third-party corporate Lloyd's Member(s) through excess of loss or quota share reinsurance arrangements or collateralised reinsurance directly to Syndicates.

The Business Combination, is the result of an extensive search for potential opportunities in the insurance or broader financial services industries, utilising the management team's skills and relationships within the insurance industry and the Lloyd's of London market in particular.

In evaluating the Business Combination, the Board (excluding William Allen and Andrew Rear, who were excluded from such considerations due to their positions as directors and shareholders of the Company (as applicable) and also excluding David Morant due to his appointment as Chief Financial Officer of the Company with effect from Admission) (such remaining members of the Board, the "Independent FAC Directors") consulted with their legal counsel, financial and accounting advisors and other advisors. The Independent FAC Directors considered a number of factors pertaining to the Business Combination, including but not limited to, the following factors:

The Lloyd's of London insurance market has a strong track record of innovation and underwriting expertise which LIU intends to access, via LB2. The Company believes that through the Business Combination, the Enlarged Group can create an efficient vehicle for investors to access attractive returns in the Lloyd's of London insurance market without paying significant goodwill or adding further fee structures.

Strong relationships with underwriters and other key figures in the insurance market: The Company believes that the Enlarged Group's management team, the LIU Board and the Board have the skills and relationships with some of the best underwriters in the Lloyd's market to execute the Enlarged Group's business strategy.

·    Attractive underwriting environment. The Lloyd's market has seen prices rise significantly over the past five years with rates significantly exceeding claims inflation. The Company and LIU believe that the Enlarged Group will be able to deploy its capital in a materially efficient manner under the Lloyd's capital model to pre-identified Syndicates with underwriting capacity. 

·    Strong investment returns. The Company and LIU expects the Enlarged Group to receive significant investment income on premiums received which is expected to be a strong driver of profitability.

·    Limited prior year exposure. By writing the 2024 year of account and onwards, the Enlarged Group will have limited exposure to prior loss years which have been developing unfavourably due to higher than expected claims inflation. Acquiring an existing business operating in the Lloyd's market could bring substantial reserve risk.

William Allen, Chief Executive Officer of FAC and Executive Director of LIU commented:

"The board of LIU believe that the current market backdrop presents an opportunity for a wide range of institutional and retail investors to gain capital efficient liquid access and diversified exposure to the Lloyd's of London insurance market. Supported by its highly experienced management team, LIU will provide investors with access to a diverse portfolio of some of the best performing syndicates the Lloyd's market offers together with the opportunity to benefit from fast growing risk classes and broader innovation across the market."

Paul Jardine, Senior Independent Director of the Company commented:

"The business combination of FAC with LIU and creation of a London Stock Exchange main market listed operating company is intended to offer investors with balanced access to a wide range of syndicates on the Lloyd's market combined with high standards of corporate governance and transparency. LIU will offer an investment opportunity to investors whilst also supporting continued innovation and growth within the Lloyd's market."

Recommendation

The Independent FAC Directors of the Company unanimously consider the approval of all resolutions set out in the Circular to be in the best interests of the Company. Accordingly, the Independent FAC Directors recommend that Shareholders, as applicable, vote in favour of all the Resolutions set out in the Circular. In doing so, they have received independent financial advice that the Business Combination is fair and reasonable as far as the Public Shareholders are concerned.

Expected Timetable of Principal Events

Event	Expected time/date (London time)
Posting of the Circular, Forms of Proxy and Form of Instruction	30 October 2023
Redemption election through CREST available	30 October 2023
Latest time and date for receipt of Forms of Instruction	10 a.m. on 9 November 2023
Latest time and date for receipt of CREST voting instructions	10 a.m. on 9 November 2023
Latest time and date for Forms of Proxy	10 a.m. on 10 November 2023
Latest time and date for receipt of redemption requests in respect of Class A Ordinary Shares	1.00 p.m. on 10 November 2023
Record date for redemption of Class A Ordinary Shares	6.30 p.m. on 10 November 2023
Voting record date for the General Meeting	6.30 p.m. on 10 November 2023
General Meeting	10 a.m. on 14 November 2023
Record date for the Business Combination and issue of Additional Shares	6.30 p.m. on 14 November 2023
Announcement of the result of the General Meeting	14 November 2023
Redemption payment date	within five Trading Days of the Business Combination Date
Business Combination Closing Date	15 November 2023
LIU Admission	15 November 2023

The dates and times above (all of which are London time) are based on the Company's current expectations and may be subject to change.

For further information contact

FGS Global (Financial PR advisor to Financials Acquisition Corp)

Conor McClafferty / Charlie Chichester / Richard Webster-Smith

[phone]

[e-mail]

UBS (Joint Global Co-ordinator & Joint Bookrunner)                               

[phone]

HSBC (Joint Global Co-ordinator & Joint Bookrunner)                            

[phone]

Panmure Gordon (Joint Bookrunner)                                                          

[phone]

Keefe, Bruyette & Woods, a Stifel Company (Joint Bookrunner)               

[phone]

The Growth Stage (Joint Bookrunner)                                                         

[phone]

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 deemed by the Company to constitute inside information for the purposes of Article 7 of the UK Market Abuse Regulation. By 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 the release of this announcement on behalf of the Company is William Allen, Chief Executive Officer.

These materials may not be published, distributed or transmitted in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. These materials do not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for securities (the "Securities") of the Company or LIU in any jurisdiction where such an 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 or under the applicable securities laws of Australia, Canada, Japan or South Africa. 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.

This publication constitutes neither an offer to sell nor a solicitation to buy Securities. An investment decision regarding the Securities in LIU should only be made on the basis of the FCA-approved prospectus, which will be published in due course by LIU.

This announcement is an advertisement and 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) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (as amended), who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully 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 only available to Relevant Persons and will be engaged only with Relevant Persons.

Neither the Company nor LIU has 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 to persons who are "qualified investors" within the meaning of Article 1(4)(a) and Article 2(e) of Regulation (EU) 2017/1129, as amended.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the 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, a Business Combination, 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. Each of the Company, UBS AG London Branch ("UBS") and HSBC Bank plc ("HSBC", and together with UBS, the "Joint Global Coordinators"), The Growth Stage Limited ("TGS"), Panmure Gordon (UK) Limited ("Panmure") and Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW", and together with the Joint Global Coordinators, TGS and Panmure, the "Banks") 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 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 Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA") or the UK Market Abuse Regulation.

Each of the Banks and, except as required by applicable law, the Company expressly disclaim 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.

None of the Banks, nor any of their respective subsidiaries, holding companies, branches or affiliates nor any of their respective directors, officers, employees, agents or advisers owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) to any person in relation to this announcement or for any acts or omissions of the Company, and no representation or warranty, express or implied, is made by any of them as to the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by the Company, or on its behalf, or by any of the Banks, or on their behalf, in connection with the Company, LIU, nor any of their respective subsidiaries or associated companies, and nothing in this announcement should be relied upon as a promise or representation in this respect, whether or not to the past or future. To the fullest extent permitted by law, each of the Banks and their respective subsidiaries, holding companies, branches and affiliates and their respective directors, officers, employees, agents, or advisers accordingly disclaim all and any responsibility or liability whatsoever (whether direct or indirect and whether arising in tort, contract, under statute or otherwise), which they might otherwise have in respect of this announcement.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom.

HSBC is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.

Each of Panmure, KBW and TGS is authorised and regulated in the United Kingdom by the FCA.

Each of the Banks are acting exclusively for the Company in connection with the process or contents of this announcement. In connection with such matters, each of the Banks will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.

 

END