Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 31,
2021, Centricus Acquisition Corp. (“Centricus”) held an extraordinary general meeting of shareholders (the “Extraordinary
General Meeting”) in connection with the proposed business combination (the “Business Combination”) contemplated by
the Business Combination Agreement, dated as of May 12, 2021 (the “Business Combination Agreement”), by and among Centricus,
Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”), Centricus Heritage LLC, a Cayman Islands
limited liability company, solely in its capacity as Centricus’ representative, Arqit Limited, a company limited by shares incorporated
in England (the “Company”), David John Williams, solely in his capacity as the Company Shareholders Representative, and the
shareholders of the Company party thereto. The Business Combination is described in the definitive proxy statement filed by Centricus
with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2021 (the “Proxy Statement”) and incorporated
herein by reference.
Present at the
Extraordinary General Meeting were holders of 30,831,533 ordinary shares, $0.0001 par value, of Centricus (“Ordinary Shares”),
in person or by proxy, representing approximately 71.5% of the voting power of the Ordinary Shares as of July 26, 2021, the record date
for the Extraordinary General Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of
the Record Date, there were 43,125,000 Ordinary Shares issued and outstanding.
The final voting
results for each matter submitted to a vote of the Centricus shareholders at the Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
Centricus’
shareholders approved by ordinary resolution the Business Combination, including each of (a) the merger pursuant to Part XVI of the Cayman
Companies Act of Centricus into Pubco with Pubco surviving the merger and the security holders of Centricus (other than security holders
of Centricus electing to redeem their Centricus Ordinary Shares) becoming security holders of Pubco (the “Merger”), (b) the
acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital
for Pubco ordinary shares and, if applicable, the payment of cash and earnout shares, such that the Company will be a direct wholly owned
subsidiary of Pubco (the “Share Acquisition”), and (c) the other transactions contemplated by the Business Combination Agreement
(together with the Merger and Share Acquisition, the “Proposed Transactions”) (the “Business Combination Proposal”).
The voting results with respect to the Business Combination Proposal were as follows:
For
|
|
Against
|
|
Abstain
|
28,341,386
|
|
2,405,953
|
|
84,194
|
Approval of the Merger Proposal
Centricus’
shareholders approved by special resolution that (a) the plan of merger, to be dated September 2, 2021, be approved and authorized and
(b) the Merger of Centricus with and into Pubco with Pubco surviving the Merger be authorized (the “Merger Proposal”). The
voting results with respect to the Merger Proposal were as follows:
For
|
|
Against
|
|
Abstain
|
28,341,426
|
|
2,405,913
|
|
84,194
|
Approval of the Pubco Incentive Plan Proposal
Centricus’
shareholders approved by ordinary resolution that the Arqit Quantum Inc. 2021 Incentive Award Plan be effective on the closing date of
the Merger and be used by Pubco following the completion of the Proposed Transactions (the “Pubco Incentive Plan Proposal”).
The voting results with respect to the Pubco Incentive Plan Proposal were as follows:
For
|
|
Against
|
|
Abstain
|
23,457,212
|
|
6,829,797
|
|
544,524
|
Approval of the Adjournment Proposal
Centricus’
shareholders approved by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General
Meeting, there are not sufficient votes to approve one or more proposals presented to Centricus’ shareholders for vote (the “Adjournment
Proposal”). The voting results with respect to the Adjournment Proposal were as follows:
For
|
|
Against
|
|
Abstain
|
27,093,566
|
|
3,653,720
|
|
84,247
|
Centricus expects
the Business Combination to close on or about September 3, 2021, subject to the satisfaction of customary closing conditions, and Pubco’s
ordinary shares and warrants to commence trading on The Nasdaq Capital Market under the ticker symbols “ARQQ” and “ARQQW”,
respectively, on or about September 7, 2021.