Update on Redemption of Class A Ordinary Shares

Financials Acquisition Corp

15 December 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 (THE "UK MARKET ABUSE REGULATION").

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.

15 December 2023

FINANCIALS ACQUISITION CORP

(the "Company")

Update on Redemption of Class A Ordinary Shares

Redemption Price

Further to its announcement on 20 November 2023, Financials Acquisition Corp (LSE: FINS) (the "Company") has continued to work with 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").

In accordance with that process, and taking into account submissions by creditors filed following the announcement on 20 November 2023, the Company has calculated the redemption price at £9.50 per Class A Ordinary Share (the "Redemption Price"), being the amount on deposit in the Company's escrow account as at 15 December 2023, 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.

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 and/or any duly-appointed liquidators in due course.

Whilst the Company has used its best efforts to determine the Redemption Price, such Redemption Price may be subject to change, including in circumstances where the Company becomes aware of any further creditor claims.

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 times are to London time.

Event	Expected Timetable
Announcement of Redemption Price…………………	15 December 2023
Record date for redemption of Class A Ordinary Shares…………………………………………………	6.30 p.m. on 18 December 2023
Redemption of Class A Ordinary Shares……………...	18 December 2023
Redemption Price payment date………………………	By 27 December 2023
Appointment of voluntary liquidator………………….	As soon as reasonably possible following redemption of the Class A Ordinary Shares
Dissolution of the Company…………………………..	During Q2 2024

Total Voting Rights

Following the redemption, the voting share capital of the Company will consist of a total of 450,000 Class A Ordinary Shares, held by FINSAC II LLP, a sponsor entity of the Company which has waived its rights to redemption, and 3,862,500 unlisted sponsor shares. The Company holds no shares in treasury. The total number of voting rights in respect of the Class A Ordinary Shares, being the only class of share admitted to trading, is 450,000.

The foregoing notification is made in accordance with Rule 5.6 of the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rules.

The Company has applied to the FCA for the cancellation of the listing of the Class A Ordinary Shares. An announcement confirming the timing of the cancellation of listing will be published in due course.

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.

The Company has applied to the FCA for the cancellation of the listing of the public warrants of the Company. An announcement confirming the timing of the cancellation of listing will be published in due course.

Enquiries

Financials Acquisition Corp

William Allen (Chief Executive Officer)

[e-mail]

Interpath (Cayman) Limited (Independent advisor to the Company)

Elizabeth Mackay (Managing Director)

Cassandra Ronaldson (Director)

[e-mail]

[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 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.

 

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