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

 
TIDMHPA1 
 
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                 9 May 2023 
respect of redemption monies and for 
settlement of redemption monies through 
CREST or other form of payment (the " 
Redemption Deadline") 
 
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       [e-mail] 
Peter Soliman, Company Secretary 
 
FTI Consulting (Financial PR advisor to HPAC) 
Charles Palmer                                 [phone] 
Kit Dunford                                    [phone] 
 
 
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. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

April 24, 2023 02:00 ET (06:00 GMT)