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11 July 2023
Financials Acquisition Corp
(the "Company")
Results of General Meeting for the extension of the Business Combination Deadline and redemption election
Amendment and Restatement of Warrant Instrument and Notice to Warrant Holders
Financials Acquisition Corp (the "Company"), a special purpose acquisition company, is pleased to announce that the Resolution put to Shareholders at the General Meeting of the Company held yesterday was duly passed resulting in an extension of the Business Combination Deadline to 31 December 2023 and the adoption of other amendments to the Articles of Association, as proposed in the circular incorporating the notice of the General Meeting dated 23 June 2023 (the "Circular"). The Company also announces the results of redemption elections in connection with the extension of the Business Combination Deadline.
The results of the voting on the Resolution at the General Meeting are set out below and full details of the Resolution were set out in the notice of General Meeting at the end of the Circular. The results of the redemption election in connection with the extension of the Business Combination Deadline and next steps are also set out below.
The Company also announces that, following approval of the Resolution at the General Meeting, it has entered into a Deed of Amendment and Restatement dated 10 July 2023 in relation to the Warrant Instrument (the "Amended and Restated Warrant Instrument") amending and restating the Warrant Instrument dated 6 April 2022 relating to the Warrants, as indicated in the Circular. A notice to Warrant Holders summarising the amendments made in the Amended and Restated Warrant Instrument is set out in Appendix 1 to this announcement.
Results of voting on the Resolution at the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Shareholder present (including in person or by proxy) was entitled to exercise one vote per Share held and the voting on the Resolution was taken on a poll and the results were as follows:
| Resolution
| Votes For | Votes Against | Abstains |
| The Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association annexed to the notice of Extraordinary General Meeting. | 11,139,113 | 2,465,481 | - |
The total number of Shares carrying voting rights in issue at the voting record date for the General Meeting was 19,312,500, comprising 15,450,000 Ordinary Shares and 3,862,500 Sponsor Shares. Each Ordinary Share and each Sponsor Share entitled its holder to one vote on the Resolution.
A copy of the Articles of Association reflecting the amendments approved by Shareholders at the General Meeting will shortly be available on the Company's website at: https://www.finsac.co.uk.
Results of redemption elections in connection with the extension of the Business Combination Deadline
The table below sets out the results of the redemption elections in connection with the extension of the Business Combination Deadline. Redemption elections could be made for all or a portion of the Ordinary Shares held by Ordinary Shareholders (excluding those Ordinary Shares held by the Sponsor Entities) and the results were as follows:
| Number of Ordinary Shares redeemed | Number of Ordinary Shares not redeemed |
| 12,383,019 | 2,616,981 |
The total number of Ordinary Shares eligible for redemption in connection with the extension of the Business Combination Deadline was 15,000,000.
For Ordinary Shareholders who elected to redeem all or a portion of their Ordinary Shares, the redemption amount per Ordinary Share, payable in cash, will be £10.53 per Ordinary Share (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).
At the redemption amount of £10.53 per Ordinary Share, the aggregate redemption amount for Ordinary Shares validly tendered for redemption in connection with the extension of the Business Combination Deadline will be approximately £130,393,190.
Following such redemptions, the balance of approximately £29 million will remain in the Escrow Account and the Company will have 3,066,981 Ordinary Shares[1] in issue, which together with the 3,862,500 Sponsor Shares will result in the Company's issued voting share capital being 6,929,481 Shares. The Company does not and will not hold any Shares in treasury.
The Ordinary Shares eligible for redemption but not redeemed represent approximately 17.5 per cent. of the Ordinary Shares eligible for redemption, which compares to less than 1 per cent. on average for the other UK listed acquisition vehicles which have extended their deadlines since the start of 2023.[2]
Update on Proposed Transaction
The Company has held discussions with its Shareholders in recent weeks and has received positive feedback from many investors regarding the structure and timing of the Proposed Transaction. Through these discussions, certain non-redeeming and redeeming Shareholders have expressed an intention to support the Company's proposal in raising additional capital. Management has also progressed discussions with potential Lloyds syndicate partners and looks forward to providing an update to the market in due course.
Next steps for redemption of Ordinary Shares
Ordinary Shareholders who validly tendered for redemption all or a portion of their Ordinary Shares on or before the Redemption Notice Delivery Deadline shall, following yesterday's approval of the Resolution at the General Meeting, have such Ordinary Shares redeemed and payment in respect of the redemption of such Ordinary Shares will be made by the Paying Agent on 17 July 2023 or as soon as practicable thereafter (expected to be no later than 24 July 2023).
Ordinary Shareholders who elected to redeem a portion of, or who did not elect to redeem any of, their Ordinary Shares in connection with the extension of the Business Combination Deadline will (with the exception of the Sponsor Entities) retain the right to redeem their remaining Ordinary Shares in accordance with the Articles of Association upon completion of a Business Combination if one is consummated, or upon a further amendment to the Articles of Association or, if the Company has not completed a Business Combination by the new Business Combination Deadline of 31 December 2023, in a redemption prior to the winding-up of the Company.
As explained in the Company's announcement on 23 June 2023, the redemption of Ordinary Shares held by an Ordinary Shareholder does not trigger the repurchase or redemption of the Warrants held by such Ordinary Shareholder (if any). Accordingly, Ordinary Shareholders whose Ordinary Shares are redeemed by the Company will retain all rights in respect of any Warrants that they may hold at the time of such redemption.
Amendment and restatement of Warrant Instrument
The Company has entered into a Deed of Amendment and Restatement dated 10 July 2023 in relation to the Warrant Instrument (the "Amended and Restated Warrant Instrument") amending and restating the Warrant Instrument dated 6 April 2022 relating to the Warrants, as indicated in the Company's announcement on 23 June 2023. A notice to Warrant Holders summarising the amendments made in the Amended and Restated Warrant Instrument is set out in Appendix 1 to this announcement.
The purpose of entering into the Amended and Restated Warrant Instrument was to align the definition of "Business Combination", "Business Combination Deadline" and "Extension Period" in the Warrant Terms & Conditions with the definitions in the Articles of Association following approval of the Resolution and the amendments to the Articles of Association becoming effective.
A notice to Warrant Holders summarising the amendment made in the Amended and Restated Warrant Instrument is set out in Appendix 1 to this announcement.
Pursuant 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 copy of the Amended and Restated Warrant Instrument will shortly be available on the Company's website at: https://www.finsac.co.uk.
Capitalised terms used but not defined in this announcement have the meanings given to them in Appendix 2.
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
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.
APPENDIX 1
Notice to Warrant Holders
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendment made in the Amended and Restated Warrant Instrument.
The following definitions in section 1 of the Warrant Instrument have been deleted and replaced in the Amended and Restated Warrant Instrument as follows:
"Business Combination" has the meaning ascribed to it in the Articles of Association
"Business Combination Deadline" has the meaning ascribed to it in the Articles of Association
"Extension Period" has the meaning ascribed to it in the Articles of Association
Should any Warrant Holder have any queries in relation to the contents of this announcement, such Warrant Holder should contact the Company using the following contact details: William Allen (will@fins.ac).
APPENDIX 2
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; |
| "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 31 December 2023 following the approval of the Resolution at the General Meeting; |
| "Company" ..................................................... | Financials Acquisition Corp, a Cayman Islands exempted company; |
| "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 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; |
| "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; |
| "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; |
| "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; |
| "Proposed Transaction"
"Prospectus Regulation Rules" .................. | the proposed Business Combination opportunity for the Company announced on 21 June 2023; 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 passed at the General Meeting; |
| "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; |
| "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; |
| "United Kingdom" or "UK" ......................... | the United Kingdom of Great Britain and Northern Ireland; |
| "Warrant Holder" ......................................... | a holder of Warrants; |
| "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. |
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