Results of Extraordinary General Meeting 28 Feb 23

RNS Number : 3743R

Hambro Perks Acquisition Com Ltd

28 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS OR PROSPECTIVE INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF ITS CONTENTS.  

FOR IMMEDIATE RELEASE.

28 February 2023

Hambro Perks Acquisition Company Limited

Results of Extraordinary General Meeting in connection with the extension of Business Combination Deadline

Availability of Redemption Rights

Hambro Perks Acquisition Company Limited (LSE: HPA1) ("HPAC" or the "Company"), a special purpose acquisition company formed to focus on a Business Combination is pleased to announce that the Extension Resolution put to HPAC Shareholders at the Company's Extraordinary General Meeting held today was duly passed. This will allow the Company to extend the deadline by which it may seek a business combination to 30 November 2023 (the "Business Combination Extension").

Dominic Perks, Chief Executive Officer of HPAC, said : "We are delighted to have received shareholder approval for the extension, which highlights the confidence and support of our investors. We are encouraged by the positive conversations we are having with interested companies for a possible business combination and look forward to updating the market in due course."

Full details of the Extension Resolution are set out in the notice of the Extraordinary General Meeting set out at the end of the Extension Circular.

Voting results at the Extension General Meeting

The table below sets out the results of the poll at the Extraordinary General Meeting. Each HPAC Shareholder present (including in person or by proxy) was entitled to receive one vote per Ordinary Share held at the Voting Record Time.

The voting on the Extension Resolution was taken on a poll and the results were as follows:

Special Resolution	Votes For**		Votes Against		Total Votes	Withheld Votes***
	Number	%*	Number	%*	Number	Number
To approve amendments to the Articles to extend the Business Combination Deadline to 30 November 2023	11,240,099	92.61	896,732	7.39	12,136,831	842,809

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the Extension Resolution.

The total number of Ordinary Shares in issue at the Voting Record Time was 18,676,181, none of which were held in treasury. Therefore, the total voting rights in the Company at the Voting Record Time were 18,676,181.

Availability of Redemption Rights

As explained in the Company's announcement on 10 February 2023, the amendment to the Articles in connection with the Business Combination Extension requires that the Company provide the holders of Public Shares (other than HPAC Sponsor LLP (the "Sponsor") or a Director) with an early opportunity to redeem all or a portion of their Public Shares, in addition to the existing opportunities to redeem their Public Shares at the time of a Business Combination or in the event that a Business Combination is not consummated prior to the Business Combination Deadline.  

Accordingly, following the approval of the Business Combination Extension, the Company is providing its Public Shareholders (other than the Sponsor or a Director) with the opportunity to redeem all or a portion of their Public Shares (in accordance with the provisions of the Articles).  Such holders of Public Shares will have up to 15 days from 1 March 2023 to elect to redeem their Public Shares (in line with the timetable for redemption following a Business Combination).

This right of redemption applies whether or not a Public Shareholder voted in favour of the Extension Resolution. Further, the redemption of the Public Shares held by a Public Shareholder does not trigger the repurchase or redemption of the Public Warrants held by such Public Shareholder (if any). Accordingly, Public Shareholders whose Public Shares are redeemed by the Company will retain all rights to any Public Warrants that they may hold at the time of such redemption.

Public Shareholders who elect to redeem a portion of, or who do not redeem any of, their Public Shares will continue have the right to redeem their Public Shares in accordance with the Articles, including upon a Business Combination or in the event that a Business Combination is not consummated prior to the new Business Combination Deadline of 30 November 2023. 

In the event a Public Shareholder elects to redeem all or a portion of their Public Shares, the price per-share, payable in cash, will equal approximately £10.44 per Public Share (comprising £10.00 per Public Share representing the amount subscribed for by Public Shareholders together with Public Shareholders' pro rata entitlement to the Escrow Account Overfunding and accrued interest, of approximately £0.44 per Public Share), being the aggregate amount on deposit in the escrow account opened with Citibank N.A. (the "Escrow Account") as at the date of this announcement (less taxes payable) divided by the number of outstanding Public Shares (excluding the Overfunding Shares) as at the date of this announcement.

ACTIONS TO BE TAKEN IF A PUBLIC SHAREHOLDER WISHES TO REDEEM EARLY

In order for a valid redemption election to be made, Public Shareholders must hold Public Shares as at close of business (6:00 p.m.) on 28 February 2023 (the "Redemption Record Time").

Copies of the Redemption Notice will be posted to Shareholders who hold their Public Shares in certificated form on 1 March 2023. Redemption elections through CREST will be available from this date for Public Shareholders who hold their Public Shares electronically.

If a Public Shareholder wishes to redeem all or a portion of their Public Shares early, they are required to submit their redemption election electronically through CREST or, for Shareholders who hold their Public Shares in certificated form, complete and return the Redemption Notice in accordance with the instructions printed thereon and contained in Appendix 1 (Notes for Making a Redemption Election) in each case as soon as possible, but in any event so as to be received by HPAC's registrar, Computershare Investor Services (Guernsey) Limited ("Computershare") c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by 1:00 p.m. on 16 March 2023 (the "Election Return Time"), being 15 days following the date of posting of the Redemption Notices to Shareholders who hold their Public Shares in certificated form .

Public Shareholders who validly elect to redeem all or a portion of their Public Shares on or before the Election Return Time shall have such Public Shares redeemed and payment in respect of such Public Shares will be made by Computershare as soon as practicable and in any event within five business days following the Election Return Time (being 23 March 2023).

Further details on how a Public Shareholder can make an election to redeem all or a portion of their Public Shares are set out in Appendix 1 (Notes for Making a Redemption Election) of this announcement. A Public Shareholder who wishes to redeem all or a portion of their Public Shares is asked to read these notes for detailed instructions.

A Redemption Notice and an election through CREST can be revoked in the manner set out in Appendix 1 (Notes for Making a Redemption Election).

If a Public Shareholder does not wish to redeem any of their Public Shares, they do not need to return the Redemption Notice or submit a redemption election through CREST or take any other action.

Any decision by a Public Shareholder to redeem all or a portion of their Public Shares early should be based on independent financial, tax and legal advice and a full consideration of the IPO Prospectus, this announcement, and the risk factors set out in the Extension Circular. 

If you are in any doubt about the contents of this announcement, or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under FSMA immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom. This announcement does not contain nor should its contents be construed as legal, business or tax advice and you should consult your own solicitor, independent financial adviser or tax adviser (as appropriate) for such advice.

White & Case LLP and Carey Olsen (Guernsey) LLP are acting as legal advisers to HPAC.

Capitalised terms used but not defined in this announcement have the meanings given to them in Appendix 2.

Expected timetable of events*

EVENT     EXPECTED TIMETABLE

Redemption Record Time	6:00 p.m. on 28 February 2023
Redemption Notices posted to Public Shareholders who hold their Public Shares in certificated form Redemption election through CREST available	1 March 2023
Latest time and date for completion or receipt of Redemption Notices and redemption elections through CREST (the "Election Return Time")	1:00 p.m. on 16 March 2023
Latest date for despatch of cheques in respect of redemption monies and for settlement of redemption monies through CREST or other form of payment	23 March 2023

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

  Enquiries

Hambro Perks Acquisition Company Limited Peter Soliman, Company Secretary	[e-mail]
FTI Consulting (Financial PR advisor to HPAC ) Charles Palmer Kit Dunford	[phone] [phone]

Notes to Editors

The information contained in this announcement is deemed by HPAC to constitute inside information for the purposes of Article 7 of the UK Market Abuse Regulation. By the 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 HPAC is Peter Soliman, Company Secretary.

The LEI of HPAC is 2138002WGRFJRKBEVT75.

About HPAC

HPAC is a special purpose acquisition company incorporated as a non-cellular company limited by shares under the laws of the Island of Guernsey with number 69093 and for the purpose of acquiring a majority (or otherwise controlling) stake in a company or operating business through a merger, capital stock exchange, share purchase, asset acquisition, reorganisation or similar transaction. HPAC was admitted to trading on the standard listing segment of the main market for listed securities of the LSE on 30 November 2021.

For further information on HPAC, please see www.hpac.uk.

This announcement has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will also shortly be available to download from the Company's website https://hpac.uk/category/investor-resources/.

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of HPAC in the United States, Australia, Canada, Japan or any other jurisdiction in which such 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. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. In the United Kingdom, this announcement is only being distributed to, and is only directed at, qualified investors, within the meaning of Regulation (EU) No 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high-net-worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the redemption of any Securities may otherwise lawfully be communicated or caused to 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 available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, HPAC's beliefs, intentions and current targets/aims concerning, among other things, HPAC's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

The forward-looking statements speak only as of the date of this announcement. HPAC expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in its expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.

Appendix 1

Notes for Making a Redemption Election

1.  If a Public Shareholder does not wish to redeem any of their Public Shares, they do not need to return the Redemption Notice or submit a redemption election through CREST.

2.  If a Public Shareholder does not make a redemption election, no redemption of their Public Shares shall occur.

3.  Public Shareholders may make a redemption election in respect of all or a portion only of their Public Shares.

Public Shareholders wishing to make an election to redeem all or a portion of their Public Shares, should follow the instructions below.

4.  To be valid, the Redemption Notice (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6AH by the Election Return Time along with the relevant valid Share Certificate (where the Public Shares are held in certificated form). A corporation may execute a Redemption Notice under its common seal or signature or by the hand of a duly authorised officer or other agent.

5.  All Redemption Notices, whether electronic or hard copy, must be received by the Company's registrar, Computershare Investor Services (Guernsey) Limited, by the Election Return Time. 

6.  To change your redemption instructions simply submit a new Redemption Notice using the methods set out above and in the notes to the Redemption Notice. If you submit more than one valid Redemption Notice, the Redemption Notice received last before the latest time for the receipt of Redemption Notices will take precedence.

Revocation of instructions

7.  In order to revoke a Redemption Notice, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your Redemption Notice to the Company's registrar, Computershare Investor Services (Guernsey) Limited. In the case of a member which is an individual, the revocation notice must be under the hand of the appointer or of his or her attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or signature or under the hand of a duly authorised officer or other agent. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.

8.  The revocation notice must be received not less than 48 hours (excluding non-working days) before the Election Return Time. If you attempt to revoke your Redemption Notice but the revocation is received after the time specified then, subject to paragraph 11 below, your Redemption Notice will remain valid. 

CREST Redemption Instructions

9.  CREST members who wish to redeem Public Shares through the CREST redemption service may do so by using the procedures described in the CREST Manual.

10. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a redemption notice or instruction made by means of CREST to be valid, a transfer of their Ordinary Shares from their CREST account to the Company's Registrar's CREST account (3RA38, member account HAMRED01) via a  Unmatched Stock Event ("USE") instruction, in accordance with the timetable provided. The USE instruction must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Computershare Investor Services (Guernsey) Limited, (under CREST participant ID 3RA38), by the Election Return Time. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Redemption Instruction. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.  

11. The Company may treat as invalid a USE instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.

12. A redemption election will only be accepted in respect of a whole number of Public Shares. Any redemption election under which is made in respect of a number of Public Shares which is not a whole number shall be deemed to be made in respect of the nearest whole number of Public Shares when rounded down.

Withdrawals

13. If you have made a redemption election and subsequently wish to withdraw or amend that election, please contact Computershare in writing by no later than 1:00 p.m. on 14 March 2023. Please clearly specify whether you would like to withdraw or amend the election that you have made and ensure that your request contains an original signature. Any written requests of this nature should be sent to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6AH.

14. It is at Computershare's absolute discretion to require the submission of a new Redemption Notice if an amendment is requested. If your redemption election was made through an electronic election, you may withdraw your election by submitting a written request to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6AH by no later than the 1:00pm on 14 March 2023.

15. Any such withdrawal will be conditional upon Computershare verifying that the withdrawal request has been validly made. Accordingly, Computershare will on behalf of HPAC reject or accept the withdrawal or amendment. Where a request is accepted, Computershare will return the relevant amount of Public Shares by transmitting a USE message in CREST.

Late or incomplete redemption election

16. If any Redemption Notice or electronic election in respect of a redemption election is either received after the Election Return Time, or is received before such time and date but is not valid or complete in all respects at such time and date, such redemption election shall, for all purposes, be void, and thus the Public Shareholder will be deemed not to have made a redemption election (unless HPAC, in its absolute discretion, elects to treat as valid, in whole or in part, any such redemption election).

General

17. The validity (or invalidity) of redemption elections, as well as any rounding adjustments required in relation to the relevant number of Public Shares, shall be determined in the absolute discretion of HPAC.

18. Without prejudice to any other provision of this Appendix 1 or the Redemption Notice or otherwise, HPAC reserves the right to treat as valid in whole or in part any redemption election which is not entirely in order.

19. No acknowledgements of receipt of any Redemption Notice, electronic election or other documents will be given. All communications, notices, other documents and remittances to be delivered by, to, from or on behalf of holders of Public Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Public Shares (or their designated agent(s)) entirely at their own risk.

20. The Redemption Notice and all redemption elections, all action taken or made or deemed to be taken or made pursuant to any of these terms shall be governed by and interpreted in accordance with English law.

21. Execution of a Redemption Notice or the submission of an electronic election by or on behalf of a Public Shareholder will constitute his or her agreement that the courts of England and Wales are (subject to the paragraph below) to have non-exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of a Redemption Notice or the submission of an electronic election, and for such purposes that he or she irrevocably submits to the jurisdiction of the English courts.

22. None of HPAC, Computershare or any of their respective advisers or any person acting on behalf of any one of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of redemption elections on any of the bases set out in this Appendix 1 or otherwise in connection therewith.

Appendix 2

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise.

"Articles"	the Articles of Incorporation of the Company as in force at the time of this announcement;
"Board"	the board of Directors of the Company;
"Business Combination"	a business combination between HPAC and a target company;
"Business Combination Deadline"	the deadline by which the Company must complete a Business Combination;
"Business Combination Extension"	the extension of the Initial Business Combination Deadline to 30 November 2023;
"Companies Law"	the Companies (Guernsey) Law, 2008 (as amended);
"Company" or "HPAC"	Hambro Perks Acquisition Company Limited, a company registered in Guernsey;
"Computershare"	Computershare Investor Services (Guernsey) Limited;
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
"Directors"	the directors of the Company;
"Election Return Time"	1:00 p.m. on 16 March 2023
"Escrow Account"	the escrow account opened by the Company with Citibank, N.A., London Branch;
"Escrow Account Overfunding"	the additional funds committed by the Sponsor to the Company through the private placement of 350,000 Public Shares and 175,000 Public Warrants, each subscribed for by the Sponsor at the time of the Company's IPO;
"EGM" or the "Extraordinary General Meeting"	the general meeting of the Company held on 28 February 2023 to approve the Business Combination Extension;
" Extension Circular "	the document posted, couriered or otherwise delivered to HPAC Shareholders on 10 February 2023 in connection with the Business Combination Extension and the EGM;
" Extension Resolution "	the resolution of the Company passed at the EGM to approve the Business Combination Extension by way of amending the Articles;
" FCA "	the UK Financial Conduct Authority;
"FSMA"	the Financial Services and Markets Act 2000 of the UK, as amended;
"Initial Business Combination Deadline "	28 February 2023;
"IPO"	the initial public offering of the Company on 30 November 2021;
"IPO Prospectus"	the Company's IPO prospectus dated 25 November 2021;
"Ordinary Shares"	the Sponsor Shares and the Public Shares;
"Overfunding Shares"	350,000 Public Shares subscribed for by the Sponsor at the time of the Company's IPO as part of the Escrow Account Overfunding;
"Public Shareholders"	the holders of Public Shares;
"Public Shares"	the Class A Ordinary Shares of HPAC;
"Public Warrants"	the warrants in respect of Public Shares issued to holders of Public Shares;
"Redemption Notice"	the notice of redemption posted to Shareholders who hold their Public Shares electronically on or around the date of this announcement;
"RedemptionRecord Time"	close of business (6:00 p.m.) on 28 February 2023;
"Shareholder" or "HPACShareholder"	a holder of Ordinary Shares, including a holder of Public Shares and a holder of Sponsor Shares;
"Sponsor"	HPAC Sponsor LLP, a limited liability partnership formed in England and Wales, with registration number OC439271 and whose registered office is at 111 Buckingham Palace Road, London, England, SW1W 0SR;
"Sponsor Shares"	the 3,661,996 Class B Ordinary Shares of HPAC purchased by the Sponsor as set out in the IPO Prospectus. For the avoidance of doubt, the Class B Ordinary Shares are not admitted to trading on a stock exchange; and
"Voting Record Time"	close of business (6:00 p.m.) on 24 February 2023.

 

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