Hambro Perks Acquisition Company Ltd - Cessation of Operations, Redemption of Public Shares

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.

24 April 2023

Hambro Perks Acquisition Company Limited

Cessation of Operations, Redemption of Public Shares and Resignation of Directors

Hambro Perks Acquisition Company Limited (LSE: HPA1) (“HPAC” or the “Company”), a special purpose acquisition company formed to focus on a Business Combination, announces that, given the continuing market conditions, the Board has decided it is in the best interests of the Company to not pursue a Business Combination.

Therefore, in accordance with the Articles, HPAC has immediately ceased all operations except for the purposes of returning funds to Shareholders and winding up. As promptly as reasonably possible, and in any event by no later than 9 May 2023 (the “Redemption Deadline”) (being ten business days from the date of the Board’s decision on the evening of 21 April 2023 (the “Decision Date”)), HPAC will redeem the Public Shares.

In addition, in light of the Company ceasing all operations except for the purpose of winding up, the Board considers it appropriate for only two Directors to remain on the Board until the winding up of the Company has completed and announces that each of Dominic Shorthouse and Dr Sarah Wood have resigned as Directors of the Company.

Sir Anthony Salz, Chairman of HPAC, said: “Public equity markets have faced challenging circumstances in the past year, and several new listings have suffered. We have had discussions with some excellent companies, but given the current market conditions, we have concluded that there is little likelihood of achieving a successful business combination within our permitted timeframe. Accordingly, it would be inappropriate to incur further expense in attempting to conclude a business combination. The Board has therefore made the difficult decision to wind up the Company.”

Redemption and Liquidation Process

In addition to ceasing all operations except for the purpose of winding up, the Company will:

·    as promptly as reasonably possible but no later than the Redemption Deadline, redeem the Public Shares as follows:

o  (other than in respect of Public Shares held by the Sponsor) at a per-share price, payable in cash, of approximately £10.44 per Public Share (being approximately equal to the aggregate amount on deposit in the Escrow Account as at the Decision Date, including interest earned on the funds held in the Escrow Account (less taxes payable and £100,000 to pay dissolution expenses), divided by the number of outstanding Public Shares as at the Decision Date); and

o  in respect of Public Shares held by the Sponsor, for nil consideration,  

in each case 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 then remaining Shareholder, being the Sponsor (by way of written resolution) and the Board to place the Company into liquidation, liquidate and dissolve,

in each case, 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.

Public Warrants and Sponsor Warrants

There will be no redemption rights or liquidating distributions with respect to the Public Warrants or the Sponsor Warrants which will automatically expire without value upon completion of the liquidation of the Company.

Resignation of Directors

In light of the Company ceasing all operations except for the purpose of winding up, the Board has determined that it is appropriate for only two Directors, being Sir Anthony Salz and Matthew Wood, to remain on the Board until the winding up of the Company has completed. Accordingly, the Board announces that the Company’s other Directors, being Dominic Shorthouse and Dr Sarah Wood, have resigned as Directors of the Company.

The Company’s Listing

Following the redemption becoming effective, the Company will no longer have any Public Shares listed on the standard segment of the Official List of the FCA (the “Standard Segment”) or admitted to trading on the main market for listed securities on the LSE (the “Main Market”). In accordance with Listing Rule 5.2.8, the Company hereby gives notice of its request today to the FCA to cancel the listing of its Public Shares and its Public Warrants on the Standard Segment and to the LSE to cancel the admission to trading of its Public Shares and its Public Warrants on the Main Market. Pursuant to Listing Rule 5.2.8, the Company is required to give at least twenty business days’ notice of the intended cancellation of listing of its Public Shares and its Public Warrants. Accordingly such cancellation is expected to occur by no later than 24 May 2023.

NEXT STEPS

No action is required to be taken by Public Shareholders at this time. Public Shareholders who hold Public Shares as at close of business (6:00 p.m.) on the business day prior to the Redemption Deadline (the “Redemption Record Time”) shall have their Public Shares automatically redeemed and payment in respect of such Public Shares will be made by HPAC’s registrar, Computershare Investor Services (Guernsey) Limited (“Computershare”), as soon as practicable but in any event no later than the Redemption Deadline.  

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
Redemption Record Time	6:00 p.m. on 8 May 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 (the “Redemption Deadline”)	9 May 2023
Cancellation of listing	by no later than 24 May 2023
Completion of the winding up of the Company	during Q3 2023
Dissolution of the Company	before the end of Q3 2023

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

Enquiries

Hambro Perks Acquisition Company Limited Peter Soliman, Company Secretary	peter@hambroperks.com
FTI Consulting (Financial PR advisor to HPAC) Charles Palmer Kit Dunford	+44 (0) 7976 743 360 +44 (0) 7717 417 038

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/.

Appendix

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;
“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);
“Decision Date”	21 April 2023;
“Directors”	the directors of the Company;
“Escrow Account”	the escrow account opened by the Company with Citibank, N.A., London Branch;
“Ordinary Shares”	the Sponsor Shares and the Public Shares;
“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 Deadline”	9 May 2023;
“Redemption Record Time”	close of business (6:00 p.m.) on 8 May 2023;
“Shareholder”	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 held by the Sponsor. For the avoidance of doubt, the Class B Ordinary Shares are not admitted to trading on a stock exchange; and
“Sponsor Warrants”	the warrants in respect of Public Shares issued to the Sponsor.