TIDMHPA1
RNS Number : 6246T
Hambro Perks Acquisition Com Ltd
25 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority (the "FCA") or otherwise and it is not an offer
of securities for sale, nor a solicitation of an offer to acquire,
or a recommendation to sell or buy, securities in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or
South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in the Prospectus (as defined below) (together with any
supplementary prospectus, if relevant), including the risk factors
set out therein, published today by Hambro Perks Acquisition
Company Limited ("Hambro Perks Acquisition Company" or the
"Company") in connection with the placing of units (the "Units" or
"Share cum Rights") of the Company each comprising one class A
ordinary share in the Company ("Public Share") and the right to
receive 1/2 of one public warrant in respect of Public Shares
("Public Warrant") (the "Placing") and the proposed admission to
listing of the Public Shares and the Public Warrants to the
standard listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange") (together
"Admission"). A copy of the Prospectus is available for inspection
from the Company's registered office at Sarnia House, Le Truchot,
St Peter Port, Guernsey GY1 1GR, and on the Company's website at
www.hpac.uk , subject to certain access restrictions.
25 November 2021
Hambro Perks Acquisition Company
Approval and Publication of Prospectus
Hambro Perks Acquisition Company announces that a prospectus
(the "Prospectus") dated today has been approved by the Financial
Conduct Authority and has been published by the Company.
Copies of the Prospectus will be available from the Company's
registered office Sarnia House, Le Truchot, St Peter Port, Guernsey
GY1 1GR and on the Company's website at www.hpac.uk, subject to
certain access restrictions.
The Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further information please contact:
For media enquiries
FTI Consulting - Financial PR Adviser
Charles Palmer - +447976743360
Louisa Feltes - +447843385075
Adam Davidson - +447793845080
HPAC@fticonsulting.com
For investor enquiries
Citigroup - Sole Global Coordinator & Bookrunner
Andrew Truscott
Giacomo Ciampolini
Sumit Guha
Chuba Ezenwa
+44 20 7986 4000
About Hambro Perks and Hambro Perks Acquisition Company
Hambro Perks is a London-headquartered international investment
firm focused on private investing. It partners with founders and
entrepreneurs to support growth businesses at all stages of the
investment cycle.
Hambro Perks has specialised and dedicated investment teams,
working across a number of funds. In addition to their flagship
Venture, EIS and co-investment funds, Hambro Perks offers a number
of specialist differentiated investment strategies, including
Hambro Perks Environmental Technology, Special Situations, and
Access, which invests in venture secondaries. It has partnered with
some of the most pioneering and ambitious companies in the UK and
Europe, including Gelesis, Muzmatch, What3Words, PrimaryBid,
Moneybox, and Vedanta Bioscience.
Hambro Perks Acquisition Company believes there is a compelling
opportunity to generate shareholder value by investing in proven
'tech winners' emerging from the UK and Europe. It will leverage
its full platform - including its international sourcing network,
proprietary pipeline, investment team, executive team, board of
directors and special advisors - to identify, select and enter into
a business combination with a high-performing, later-stage
technology-enabled business within an initial period of 15 months
from the settlement date, subject to two three-month extension
periods, if required and approved by a shareholder vote.
Potential targets will have the opportunity to benefit from
access to Hambro Perks' strategic, operational and back-office
expertise, and global networks of advisors and investment
professionals.
Hambro Perks Acquisition Company intends to focus on the
technology-enabled sector and businesses with principal operations
in the United Kingdom, a member state of the EEA or Switzerland,
seeking to leverage its experience and sourcing capabilities as
well as the advice and expertise of its Board to create value for
its shareholders.
The companies being considered for a business combination by
HPAC will have an attractive market in the UK and Europe,
differentiation amongst competitors, impressive innovation
capabilities, scalable revenues, a strong management team,
attractive valuations, a fit for public markets and strong ESG
credentials.
Important Notices
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction including the United States,
Australia, Canada, Japan, South Africa or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or with any securities regulatory authority
of any State or other jurisdiction in the United States, and may
not be offered, sold, transferred or delivered, directly or
indirectly, in or into the United States absent registration under
the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction in the United States. There will be no public
offer of the securities in the United States. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Canada, Australia, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The offer and sale of the securities referred to herein
has not been and will not be registered under the Securities Act,
under the securities legislation of any state or territory or
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or South Africa.
These securities are being offered and sold outside the United
States in offshore transactions in reliance on, Regulation S under
the U.S. Securities Act ("Regulation S") and within the United
States to persons reasonably believed to be qualified institutional
buyers ("QIBs") as defined in Rule 144A under the U.S. Securities
Act ("Rule 144A") pursuant to Rule 144A or another exemption from
registration under the U.S. Securities Act. Prospective purchasers
in the United States are hereby notified that the sellers of the
Shares cum Rights , Public Shares and Public Warrants may be
relying on the exemption from the registration provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information in the
Prospectus issued today by the Company in connection with the
admission of the Public Shares and the Public Warrants to the
Official List of the FCA and to trading on the London Stock
Exchange plc's main market for listed securities. Copies of the
Prospectus will be available from the Company's registered office
and its website www.hpac.uk , subject to access restrictions. Any
purchase of any securities in the proposed Placing should be made
solely on the basis of information contained in the Prospectus in
connection with the Placing and Admission. The information in this
announcement is subject to change. Before purchasing any securities
in the Placing, persons viewing this announcement should ensure
that they fully understand and accept the risks which are set out
in the Prospectus. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. In the event of any discrepancy between this
announcement and the Prospectus, the Prospectus will prevail. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects, and the distribution of this
announcement shall not be deemed to be any form of commitment on
the part of the Company to proceed with the Placing or any
transaction or arrangement referred to herein.
This announcement and the Placing are addressed to and directed
at only persons who: (A) if in Member States of the European
Economic Area ("Member States"), are "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation (EU)
2017/1129 (as amended) ("Qualified Investors"); and (B) if in the
United Kingdom, are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms
part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") who are also: (i) persons who have
professional experience in matters relating to investments falling
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"); or (ii) high net
worth bodies corporate, unincorporated associations and
partnerships or the trustees of high value trusts falling within
Article 49(2)(a) to (d) of the Order; or (iii) are other persons to
whom it may otherwise lawfully be communicated (all such persons
referred to in (B) being "Relevant Persons"). This announcement
must not be acted or relied on: (i) in the United Kingdom, by
persons who are not Relevant Persons; and (ii) in any Member State
by persons who are not Qualified Investors. The Placing and any
investment activity to which this announcement relates: (i) in the
United Kingdom is available only to, and may be engaged only with,
Relevant Persons; and (ii) in any Member State is available only
to, and may be engaged only with, Qualified Investors.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission. Securities to which this
announcement relates may expose an investor to a significant risk
of losing the entire amount invested. Persons considering an
investment in such securities should consult an authorised person
specialising in advising on such securities. This announcement does
not constitute a recommendation concerning the Placing. The value
of shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the person concerned. Past performance is not a guide
to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Citigroup have been appointed as Sole Global Coordinator and
Bookrunner in connection with the Placing. Citigroup is authorised
in the United Kingdom by the Prudential Regulation Authority
("PRA") and regulated by the PRA and the FCA. Citigroup are acting
exclusively for Hambro Perks Acquisition Company and no one else in
connection with the Placing and Admission and will not be
responsible or liable to anyone other than Hambro Perks Acquisition
Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Placing and
Admission and / or any transaction, arrangements or other matters
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Citigroup by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder,
Citigroup, their respective affiliates and any person acting on
their behalf accepts no responsibility whatsoever for the contents
of this announcement, including its accuracy, completeness or
verification. Citigroup, and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or its contents
otherwise arising in connection herewith.
In connection with the Placing, Citigroup, in its capacity as
Stabilisation Manager (the "Stabilisation Manager") or any of its
agents, may (but will be under no obligation to), to the extent
permitted by applicable law and for stabilisation purposes,
over-allot Share cum Rights up to a total of 7.1% of the aggregate
number of Shares cum Rights sold in the Placing (excluding the
Option Units, as defined below) to facilitate stabilisation
transactions, if any, with a view to supporting the market price of
the Public Shares at a higher level than that which might otherwise
prevail in the open market.
Stabilisation transactions may be effected on any securities
market, over-the-counter market, stock exchange (including the
London Stock Exchange) or otherwise and may be undertaken at any
time during the period commencing on the date of the commencement
of conditional dealings in the Public Shares on the London Stock
Exchange and ending no later than 30 calendar days thereafter
(being no later than 25 December 2021). However, there will be no
obligation on the Stabilisation Manager to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilisation, if commenced,
may be discontinued at any time without prior notice and must be
discontinued within 30 calendar days after the commencement of
conditional dealings in the Public Shares. In no event will
measures be taken to stabilise the market price of the Public
Shares above the placing price of GBP10.00 (the "Placing Price").
Except as required by law or regulation, neither the Stabilisation
Manager nor any of its agents intends to disclose the extent of any
stabilisation transactions conducted in relation to the
Placing.
For the purposes of allowing the Stabilisation Manager to cover
short positions resulting from any such over-allotment and/or from
sales of Public Shares effected by it during the stabilisation
period, the Company has granted the Stabilisation Manager an
over-allotment option (the "Over-allotment Option"), exercisable in
full or in part during the period commencing on the date of the
commencement of conditional dealings in the Public Shares on the
London Stock Exchange and ending no later than 30 calendar days
thereafter (being no later than 25 December 2021), pursuant to
which the Stabilisation Manager may require the Company to issue up
to 1,000,000 Share cum Rights ("Option Units") at the Placing
Price, comprising up to 7.1% of the aggregate number of Shares cum
Rights sold in the Placing (excluding the Option Units). If the
Over-allotment Option is exercised in full by the Stabilisation
Manager, the total number of Shares cum Rights offered in the
Placing will be 15,000,000 Shares cum Rights.
The Company and the Stabilisation Manager do not make any
representation or prediction as to the direction or the magnitude
of any effect that the transactions described above may have on the
price of the Public Shares or any other securities of the Company.
In addition, the Company and the Stabilisation Manager do not make
any representation that the Stabilisation Manager will engage in
these transactions or that these transactions, once commenced, will
not be discontinued without notice.
This announcement may contains forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's or its directors' ("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", "forecasts", "endeavours", "targets", "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 business
combination, the business, the economy and other future conditions
of the Company. 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 cash flows, and the development of
the industry(ies) 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 cash
flows, and the development of the industry(ies) 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 results or developments in
subsequent periods.
Any forward-looking statement made by the Company or Citigroup
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.
Except as required by laws and regulations, the Company, the
Directors and Citigroup 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, and (d) in respect
of firms which are subject to the requirements of the FCA's
Handbook and the Product Intervention and Product Governance
Sourcebook, the relevant provisions of MiFID II as it forms part of
UK domestic law by virtue of the EUWA ("UK MiFID II") (limbs (a) -
(d) together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the securities subject to the Placing have
been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market
of investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II and UK MiFID
II; and (ii) eligible for distribution through all distribution
channels to eligible counterparties and professional clients as are
permitted by MiFID II and UK MiFID II (the "Target Market
Assessment").
Any person subsequently offering, selling or recommending the
securities (a "distributor") should take into consideration the
manufacturer's Target Market Assessment; however, a distributor
subject to MiFID II Product Governance Requirements is responsible
for undertaking its own target market assessment in respect of the
Public Shares and Public Warrants (by either adopting or refining
the manufacturer's Target Market Assessment) and determining
appropriate distribution channels.
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the securities may decline and
investors could lose all or part of their investment; the
securities offer no guaranteed income and no capital protection;
and an investment in the securities is suitable only for investors
who (i) do not need a guaranteed income or capital protection, (ii)
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment, and (iii) have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II or UK MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to, the securities.
Warrants Admission
From 6.00 p.m. on the business day prior to the 41st calendar
day after conditional dealings in the Public Shares have commenced
(currently expected to be 5 January 2022) (the "Warrants Ex Date"),
the Public Shares in the Company are with (cum) rights in respect
rights in respect of one-half of a Public Warrant. The Public
Warrants will not be issued until the 43rd calendar day after
conditional dealings in the Public Shares have commenced (the
"Warrants Admission Date"). Following the Warrants Ex Date, the
Public Shares no longer give any right to (part of) a Public
Warrant and the Public Shares and Public Warrants will trade
separately from the Warrants Admission Date.
Public Shareholders as at 6.00 p.m. on the 42nd calendar day
after conditional dealings in the Public Shares have commenced,
being the trading day immediately prior to the Warrants Admission
Date (currently expected to be 6 January 2022) (the "Warrants
Record Date"), will be entitled to automatically receive at 8.00
a.m. on the Warrants Admission Date one-half of a Public Warrant
for each Public Share held at 6.00 p.m. on the Warrants Record
Date. Only Public Shareholders as at 6.00 p.m. on the Warrants
Record Date will be entitled to automatically receive the Public
Warrants and, accordingly, any person who disposes of their Public
Shares prior to the Warrants Record Date or acquires their Public
Shares after the Warrants Record Date will have no automatic right
to receive any Public Warrants.
Unless the parties agree otherwise, a buyer of Public Shares
assumes the benefit of the (part of) a Public Warrant when trading
ahead of the Warrants Ex Date and the selling party would need to
pass the benefit on to the buyer if the seller is still the
recorded owner at the Warrants Record Date. Likewise a seller of
Public Shares retains the benefit of the (part of) a Public Warrant
if execution takes place on the Warrants Ex Date or later. If the
buyer is already the registered owner at Warrants Record Date it
would in turn would need to pass the benefit back to the
seller.
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END
PDIFLFLFLALEFIL
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