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.

10 February 2023

Hambro Perks Acquisition Company Limited

Proposed Extension of Business Combination Deadline

Proposed Amendment of Articles of Incorporation

Publication of Circular and Notice of Extraordinary General Meeting in connection with the extension of Business Combination Deadline

Hambro Perks Acquisition Company Limited (LSE: HPA1) ("HPAC" or the "Company"), a special purpose acquisition company formed to focus on a Business Combination with a European technology-enabled business, announces today that it is seeking shareholder approval to extend the deadline by which it may seek a business combination to 30 November 2023.

Key Highlights

·    HPAC is seeking shareholder approval to extend its initial Business Combination deadline by nine months from 28 February 2023 to 30 November 2023 to allow sufficient time to complete a Business Combination.

·    As at the date of this announcement, the Company is not in sufficiently advanced discussions with any potential targets to enable Shareholders to consider and vote on a potential Business Combination.

·    The Articles permit an initial three-month extension period, followed by a further three-month extension period, with the approval of an Ordinary Resolution of the holders of all Ordinary Shares.

·    However, the Board considers that these permitted extensions are unlikely to provide sufficient time to permit the Company to evaluate alternative target companies, to agree terms on a potential business combination and to seek agreement on financing requirements. 

·    Accordingly, the Company is convening an EGM to be held at 11:30 a.m. on 28 February 2023 to consider, and if thought fit, to approve the Business Combination Extension to 30 November 2023 by way of an amendment to the Articles.

Dominic Perks, Chief Executive Officer of HPAC, said: "The past 12 months brought unique and challenging circumstances to public equity markets overall, and SPACs are no exception. The market environment was not conducive to completing a business combination, resulting in the need for an extension, though the Board sees significant potential for opportunities ahead of the proposed new deadline. We remain enthusiastic on the prospects for a business combination and have been encouraged by the conversations we have had and are having with companies interested in a combination."

Full Summary

In order to allow the Company sufficient time to complete a Business Combination, the Company is seeking shareholder approval to extend its initial business combination deadline by nine months from 28 February 2023 (the "Initial Business Combination Deadline") to 30 November 2023 (the "Business Combination Extension").

The proposed extension will require an amendment to the articles of incorporation of the Company (the "Articles") which require the Company to complete a Business Combination by no later than 28 February 2023 (or such later date as may be approved by Shareholders but in any event no later than 31 August 2023).

The Articles permit an initial three month extension period with the approval of an Ordinary Resolution of the holders of all Ordinary Shares followed by a further three month extension period with the approval of an Ordinary Resolution of the holders of all Ordinary Shares, provided that the Business Combination Deadline may not exceed 31 August 2023. The Board considers that these permitted extensions are unlikely to provide sufficient time to permit the Company to evaluate alternative target companies, to agree terms on a potential business combination and to seek agreement on financing requirements. The Board was in substantive discussions regarding a potential business combination which terminated on 30 January 2023. Having previously terminated discussions with other potential targets, the Company now requires additional time if it is to implement an agreed business combination.

As at the date of this announcement, the Company is not in sufficiently advanced discussions with any potential targets to enable Shareholders to consider and vote on a potential Business Combination.

The market backdrop for SPACs and public equity offerings more generally has been challenging. This climate has not been conducive to completing a Business Combination. The Board however remains positive on the prospect of successfully executing a Business Combination and is encouraged by the discussions it has had with companies interested in exploring a Business Combination.

To date the focus for a Business Combination has been on the technology-enabled sector and businesses with principal business operations in a member state of the EEA, the United Kingdom or Switzerland.  In order to provide a broader opportunity to complete a Business Combination, the Board proposes to widen the industries in which a target business operates but to remain in the same geographic area.

Accordingly, the Company has today published a circular in connection with the Business Combination Extension (the "Extension Circular"), incorporating the notice of an extraordinary general meeting of the Company (the "EGM") to approve the Business Combination Extension (the "Extension Resolution"). The EGM will be held at 11:30 a.m. on 28 February 2023 at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW to consider, and if thought fit, approve the Business Combination Extension by way of an amendment to the Articles.

Availability of Redemption Rights

Pursuant to the Articles, in the event that any amendment is made to the Articles:

·    to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 15 months of 30 November 2021 (or such other date as extended in the circumstances as described in the IPO Prospectus); or

·    with respect to any other material provisions relating to Shareholders' rights or pre-Business Combination activity,

the Company shall provide the holders of Public Shares (other than HPAC Sponsor LLP (the "Sponsor") or a Director) with an early opportunity to redeem their Public Shares upon the approval of any such amendment, 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. On such early redemption, the price per-share, payable in cash, will equal the aggregate amount then on deposit in the escrow account opened with Citibank N.A. (the "Escrow Account") (less taxes payable) divided by the number of then outstanding Public Shares (excluding the Overfunding Shares).

The implementation of the Business Combination Extension on the basis set out in this announcement would amount to such an amendment to the Articles.  Accordingly, if Shareholders approve the Business Combination Extension, the Company shall provide its Public Shareholders with the early opportunity to redeem all or a portion of their Public Shares (in accordance with the provisions of the Articles) following the Business Combination Extension.

This early right of redemption will apply whether or not a Public Shareholder votes in favour of the resolution to approve the Business Combination Extension at the EGM. The amount in the Escrow Account is anticipated to be £10.25 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, expected to be £0.25 per Public Share). 

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.

The Sponsor has agreed to waive its redemption rights with respect to its Overfunding Shares and Sponsor Shares in connection with the Business Combination Extension.

Consequences of not approving the Business Combination Extension

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

·    not be able to complete a Business Combination by the Initial Business Combination Deadline and will be left with substantial unrecovered transaction costs, potentially including substantial legal costs or other expenses, such as those of professional advisors and service providers;

·    cease all operations except for the purpose of winding up;

·    as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public 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 (less taxes payable and up to £100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares (which is expected to be approximately £10.25 per Public Share), which redemption will completely extinguish Public Shareholders' rights as Shareholders (including the right to receive further liquidation distributions (if any)); and

·    as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Shareholders and the Board, liquidate and dissolve, subject to the Company's obligations under Guernsey law to provide for claims of creditors and in all cases subject to the other requirements of applicable law and regulation.

Extraordinary General Meeting

The Business Combination Extension is conditional upon Shareholder approval being obtained at the Extraordinary General Meeting. Accordingly, the Directors are seeking approval of a special resolution to authorise the Business Combination Extension by way of an amendment to the Articles (the "Extension Resolution").

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

ACTIONS TO BE TAKEN

The EGM, to be held at 11:30 a.m. at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 28 February 2023, is being convened at which the Extension Resolution will be proposed.

Copies of the noticed of the EGM and Forms of Proxy have been posted to Shareholders and are available to download from the Company's website.

HPAC Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by HPAC's registrar, Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by 11:30 a.m. on 24 February 2023.

If you complete and return a Form of Proxy, you may still attend and vote at the EGM in person should you subsequently decide to do so subject to any restrictions applicable to attendance in person.

The Directors consider that the Business Combination Extension and the Extension Resolution to be put to the Extraordinary General Meeting are in the best interests of the Company and its Shareholders as a whole and unanimously recommend Shareholders vote in favour of the Extension Resolution.

Rothschild & Co is acting as financial adviser to HPAC. 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 the Appendix.

Expected timetable of events*

EVENT                                                                                        EXPECTED TIMETABLE

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

  Enquiries

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 intends to focus on technology-enabled businesses with principal business operations in the United Kingdom, a member state of the European Economic Area or Switzerland. 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.

Rothschild & Co Equity Markets Solutions Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting for HPAC and no one else and will not be responsible to anyone other than HPAC for providing the protections afforded to clients of Rothschild & Co nor for providing financial advice.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co and/or by any of its respective directors, officers, employees, affiliates and/or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HPAC, and any liability therefore is expressly disclaimed.

The Extension Circular, together with the Form of Proxy, have 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/.

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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. 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 agreements in respect of such transaction and will be available free of charge on the HPAC'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) 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 issue or sale 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.

HPAC 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 (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

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 include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; economic outlook and industry trends; developments of HPAC's markets; the impact of regulatory initiatives; and the strength of HPAC's competitors. 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 in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in HPAC's records and other data available from third parties. Although HPAC believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond HPAC's control.

Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of HPAC or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realised. 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

Definitions

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