Proposed Extension of the Combination Deadline

Financials Acquisition Corp

23 June 2023

 

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.

23 June 2023

Financials Acquisition Corp

(the "Company")

Proposed Extension of Business Combination Deadline by Amendment of Articles of Association

Publication of Notice of Extraordinary General Meeting

Financials Acquisition Corp (the "Company"), a special purpose acquisition company, announces today that it is seeking shareholder approval to extend the deadline by which it may seek a Business Combination to 31 December 2023.

Introduction

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.

As announced on 21 June 2023, the Company has recently identified a Business Combination opportunity that it proposes to pursue, which could involve the Company raising additional capital and becoming a listed operating company deploying funds into the Lloyds of London insurance market for reinsurance purposes (the "Proposed Transaction").

Proposals in relation to the Proposed Transaction are at an early stage and, while there is no certainty that any such transaction can be completed, the Company remains confident that with the benefit of the Extension it would be able to complete this or another Business Combination.

The proposed extension will require an amendment to the articles of association of the Company (the "Articles of Association") which currently require the Company to complete a Business Combination by no later than 13 July 2023.

Extension of Business Combination Deadline

In order to allow the Company sufficient time to pursue the Proposed Transaction and complete a Business Combination, the Company is seeking an extension of the initial Business Combination Deadline by 5 months and 18 days from 13 July 2023 to 31 December 2023 (the "Extension").  

The Articles of Association provide for two three-month extension periods to the Business Combination Deadline as determined by the Board in its sole discretion, and the IPO Prospectus states that the exercise of this extension mechanism would be subject to additional funds being committed to the Company for the purpose of providing additional overfunding to the Escrow Account. The Board has determined that an extension in this manner is not in the best interests of the Company at this time (although it will not rule out using such extension mechanism in the future). 

The proposed Extension will therefore require an amendment to the Articles of Association which require the Company to complete a Business Combination by no later than 13 July 2023.

Accordingly, the Company has today published a circular (the "Circular") incorporating the notice of the General Meeting to: (a) approve the Extension; (b) amend the Articles of Association to enable the Company to pursue the Proposed Transaction by merging with a company of nominal operations; and (c) certain other matters that are required so as to ensure that the Company is able to comply with its obligations under Cayman Islands law to provide for claims of creditors on a winding up.

Please note that Shareholders are not being asked to approve the Proposed Transaction or any Business Combination at the General Meeting and any implementation of the Proposed Transaction will be subject to the approval of the remaining Ordinary Shareholders in due course.

The Company remains confident on the prospect of pursuing the Proposed Transaction and successfully consummating a Business Combination with the benefit of the Extension by the proposed revised Business Combination Deadline of 31 December 2023. 

Availability of Redemption Rights

Pursuant to the Articles of Association, in the event that any amendment is made to the Articles of Association: (a) to modify the substance or timing of the Company's obligation to allow redemption of 100 per cent of the Ordinary Shares if the Company does not consummate a Business Combination by the initial Business Combination Deadline of 13 July 2023; or (b) with respect to any other provision relating to Ordinary Shareholders' rights or pre-Business Combination activity, the Company shall provide each holder of Ordinary Shares with the opportunity to redeem their Ordinary Shares upon the approval or effectiveness of any such amendment.

Accordingly, the Company will provide the Ordinary Shareholders with the opportunity to redeem their Ordinary Shares conditional upon the approval or effectiveness of the Resolution, in order to realise the investment they made at the time of the Offering if a Business Combination was not completed by the initial Business Combination Deadline of 13 July 2023.

This right of redemption in connection with the Resolution is in addition to the opportunity for Ordinary Shareholders to redeem their Ordinary Shares in connection with a Business Combination if one is consummated or, if the Company has not completed a Business Combination by the revised Business Combination Deadline of 31 December 2023, in a pre-winding up redemption.

This right of redemption in connection with the Resolution will apply whether or not an Ordinary Shareholder votes in favour of the Resolution at the General Meeting.

The amount payable upon a redemption of an Ordinary Share in connection with the Resolution is approximately £10.53 per Ordinary Share as at the date of this document (comprising £10.00 per Ordinary Share representing the amount subscribed for by Ordinary Shareholders per Ordinary Share in the Offering, together with such Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, plus interest accruing in the Escrow Account, less amounts held back by the Company for the purpose of satisfying its obligations under Cayman Islands law to provide for claims of creditors on a liquidation and dissolution).

The redemption of Ordinary Shares held by an Ordinary Shareholder does not trigger the redemption of Warrants held by such Ordinary Shareholder (if any). Accordingly, Ordinary Shareholders whose Ordinary Shares are redeemed by the Company will retain all rights to any Warrants that they may hold at the time of such redemption.

The Sponsor Entities and the Directors have agreed to waive any redemption rights they may have with respect to the Shares they hold in connection with the proposals herein. The Sponsor Entities and the Directors have undertaken to vote in favour of the Resolution in respect of the Shares they hold.

Expected timetable of events*

Event		Date and time
		2023
Posting of this document and Forms of Proxy..................................................		23 June 2023
Redemption election through CREST available...............................................		23 June 2023
Latest time and date for receipt of Forms of Proxy.........................................		10 a.m. on 6 July 2023
Latest time and date for receipt of Forms of Instruction................................		10 a.m. on 5 July 2023
Latest time and date for receipt of CREST voting instructions......................		10 a.m. on 5 July 2023
Latest time and date for receipt of redemption requests in respect of Ordinary Shares........................................................................................................................		1:00 p.m. on 6 July 2023
Record date for redemption of Ordinary Shares...............................................		6:30 p.m. on 6 July 2023
Voting record date for the General Meeting.......................................................		6:30 p.m. on 6 July 2023
General Meeting......................................................................................................		10 a.m. on 10 July 2023
Announcement of the result of the General Meeting.......................................		10 July 2023
Redemption of Ordinary Shares and settlement of redemption monies through CREST or despatch of cheques in respect of redemption monies.................		17 July 2023 (or as soon as practicable thereafter)

*All references to time in this announcement are to London time.

Exercise of Redemption Rights

Ordinary Shareholders who are registered in the register of members of the Company are entitled to have their Ordinary Shares redeemed in connection with the Resolution if the following conditions are met: (i) the redeeming Shareholder exercising its right to have its Ordinary Shares redeemed has validly notified the Company through the Paying Agent by returning a redemption form or electronically through CREST no later than the Redemption Notice Delivery Deadline in accordance with the requirements set out below; and (ii) the Resolution is approved at the General Meeting.

Redemption requests for Ordinary Shares held in certificated or uncertificated form shall not be valid (unless the Company agrees otherwise) unless they are received by the Paying Agent by the Redemption Notice Delivery Deadline. The Company reserves the right to treat as valid redemption requests which are not entirely in order and shall be entitled (in its sole discretion) to accept late redemption requests.

If an Ordinary Shareholder does not wish to redeem any of its Ordinary Shares in connection with the Extension, it does not need to submit a redemption form or take any other action.

Extraordinary General Meeting

The Extension is conditional upon Shareholder approval of the Resolution being obtained at the General Meeting. Accordingly, the Directors are seeking approval of the Resolution to authorise the Extension by way of an amendment to the Articles of Association.

If the Company is able to agree the terms of a Business Combination and enter into definitive binding agreements in respect of such transaction, the Company 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).

The General Meeting will be held at 10:00 a.m. on Monday 10 July 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG (with the option, upon request, to join remotely by means of electronic conferencing), at which the Resolution will be proposed.

Copies of the notice of General Meeting and Forms of Proxy are enclosed with the Circular and will be available for download from the Company's website: https://www.finsac.co.uk/. This announcement contains a summary of the proposals set out in the Circular and Shareholders are encouraged to refer to the Circular for further details with regards to the proposals set out herein.

Consequences of not approving the Business Combination Extension

In the event that the Resolution is not approved, the Company will:

(a)   not be able to complete a Business Combination by the initial Business Combination Deadline of 13 July 2023;

(b)   not give effect to any requests for redemption of Ordinary Shares that have been submitted in connection with the Resolution;

(c)   cease all operations except for the purposes of winding up;

(d)   as promptly as reasonably possible but not more than ten (10) business days after 13 July 2023 (being the initial Business Combination Deadline), redeem the Ordinary 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 and not previously released to the Company (less taxes payable and up to £100,000 of interest to pay dissolution expenses), divided by the number of then Ordinary Shares in issue, which redemption will completely extinguish Ordinary Shareholders' rights as Members in respect of such Ordinary Shares (including the right to receive further liquidation distributions, if any); and

(e)   as promptly as reasonably possible following such pre-winding up redemption referred to at (d) above, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Amendment of Warrant Instrument

Subject to approval of the Resolution, following the General Meeting the Company intends to amend the Warrant Instrument to align the definitions of "Business Combination", "Business Combination Deadline" and "Extension Period" in the Warrant Terms & Conditions with the definition in the Articles of Association after giving effect to the proposed amendments to the Articles of Association.

Pursuant to the Warrant Terms & Conditions, the Company is permitted to change any provision of the Warrant Terms & Conditions, without the consent of holders of Warrants, with respect to, among other things, matters or questions arising under the Warrant Terms & Conditions as the Company may deem necessary or desirable and the Company deems not to adversely affect the rights of the holders of Warrants. The Company does not expect the proposed change to the Warrant Terms & Conditions to adversely affect the rights of the holders of Warrants.

A notice to Warrant Holders setting out the amendments to the Warrant Instrument will be published following announcement of the results of the General Meeting and amendment of the Warrant Instrument.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Appendix.

Enquiries

Financials Acquisition Corp

William Allen (Chief Executive Officer)

[e-mail]

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

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

The Company's LEI is 254900SWRQCI5ZUQEF15.

DISCLAIMER

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 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 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 binding agreements in respect of such transaction and will be available free of charge on the Company'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) 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.

The Company 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 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. 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 Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.

PART I

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Articles of Association" .............................	the memorandum and articles of association of the Company, as at the date of this document;
"Board" ............................................................	the board of Directors of the Company;
"Business Combination"...............................	an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with a business or entity;
"Business Combination Deadline" ............	the deadline by which the Company must complete a Business Combination, being 13 July 2023 if the Resolution is not approved at the General Meeting, or 31 December 2023 if the Resolution is approved at the General Meeting;
"Company" .....................................................	Financials Acquisition Corp, a Cayman Islands exempted company;
"CREST" or "CREST System" ...................	the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK & International Limited is the operator;
"Directors" ......................................................	the directors of the Company;
"Disclosure Guidance and Transparency Rules" ...............................................................	the disclosure guidance and transparency rules of the FCA made in accordance with section 73A of the FSMA;
"Escrow Account" .........................................	the escrow account opened by the Company with the Escrow Agent;
"Escrow Agent" ..............................................	HSBC Bank plc;
"Extension" .....................................................	the proposed extension of the Business Combination Deadline from 13 July 2023 to 31 December 2023;
"Escrow Account Overfunding" ................	the proceeds of additional funds committed to the Company through the subscription for Overfunding Shares at a subscription price of £10.00 per share at the time of the IPO;
"FCA" ...............................................................	the UK Financial Conduct Authority;
"FSMA" ............................................................	the UK Financial Services and Markets Act 2000, as amended;
"Form of Proxy" ...........................................	the form of proxy accompanying this document in respect of the General Meeting;
"General Meeting" ........................................	the extraordinary general meeting of the Company to approve the Resolution, including the Extension;
"IPO" ................................................................	the initial public offering of the Company which completed on 13 April 2022;
"IPO Prospectus" ...........................................	the prospectus dated 7 April 2022 published by the Company;
"Listing Rules" ...............................................	the UK Listing Rules as published in the UK Financial Conduct Authority Handbook from time to time;
"London Stock Exchange" ..........................	London Stock Exchange plc;
"Member" or "Shareholder"	the person registered in the register of members maintained by the Company, as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
"Offering" .......................................................	the initial offering of 15,000,000 Ordinary Shares (with matching Warrants being issued concurrently with the delivery of the Ordinary Shares to subscribers of Ordinary Shares on the basis of one-half (1/2) of one (1) Warrant per Ordinary Share) at a placing price of £10.00 per Ordinary Share to certain institutional investors, pursuant to the IPO;
"Ordinary Shareholders".............................	holders of Ordinary Shares;
"Ordinary Shares" ........................................	Class A ordinary shares of £0.0001 each in the share capital of the Company;
"Overfunding Shares" ..................................	Ordinary Shares without matching Warrants subscribed for at £10.00 each in connection with the Escrow Account Overfunding;
"Paying Agent" ..............................................	Computershare Investor Services PLC;
"Prospectus Regulation Rules" ..................	the prospectus regulation rules of the FCA made pursuant to section 73A of the FSMA, as amended from time to time;
"Redemption Notice Delivery Deadline" .	1.00 p.m. (London time) on 6 July 2023, being the date two Trading Days prior to the date of the General Meeting;
"Resolution" ....................................................	the special resolution of the Company to be passed at the General Meeting;
"Shares" ...........................................................	the shares in the Company outstanding from time to time and including the Ordinary Shares and the Sponsor Shares;
"Sponsor Entities" .........................................	FINSAC LLP, a limited liability partnership incorporated in England and Wales with registered number OC436138 and its successors or assigns and/or FINSAC II LLP, a limited liability partnership incorporated in England and Wales with registered number OC440377 and its successors or assigns;
"Sponsor Shares" ...........................................	the Class B ordinary shares of the Company issued to the Sponsor Entities, each with a par value of £0.0001 per share, comprising sub-class B1 ordinary shares, sub-class B2 ordinary shares, and sub-class B3 ordinary shares which convert to Ordinary Shares on a one for one basis upon completion of the Business Combination (subject to adjustment in certain circumstances);
"Sponsor Warrants" .....................................	warrants with no par value subscribed for by the Sponsor Entities;
"Trading Day" ...............................................	a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Ordinary Shares or Warrants are listed) is open for business (other than a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time;
"UK Market Abuse Regulation" ................	Regulation (EU) No 596/2014 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, as amended;
"uncertificated" or "uncertificated form" .............................................................................	in relation to a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
"United Kingdom" or "UK" .........................	the United Kingdom of Great Britain and Northern Ireland;
"Warrant Instrument" .................................	the warrant instrument issued by the Company on or around constituting the Warrants and the Sponsor Warrants;
"Warrant Terms & Conditions" ................	the terms and conditions in respect of the Warrants and the Sponsor Warrants; and
"Warrants" .....................................................	the redeemable matching warrants with no par value offered in the Offering.

 

END