Further to the shareholder circular dated 1 August 2023 (the Shareholder Circular), the acceptance period for the repurchase of Ordinary Shares by the Company under the Revised Share Repurchase Arrangement ended on 22 September 2023. The number of Ordinary Shares tendered for repurchase by the Company during the repurchase period is 4,188,326, equating to EUR 44.8 million of capital based on the gross repurchase price per Ordinary Share of €10.69.
The gross repurchase price per Ordinary Share of €10.69 is calculated as a pro rata share of funds in the Escrow Account as determined three business days on which the banks in the Netherlands and Euronext Amsterdam are generally open for normal business prior to the EGM to be held on 27 September 2023 at 15:00 CET.
The repurchase of Ordinary Shares under the Revised Share Repurchase Arrangement is subject to Completion of the Business Combination. Redeeming Shareholders will receive the gross repurchase price within two trading days after the Business Combination Completion Date (2 October 2023) from their bank or stockbroker.
SPEAR can only repurchase Ordinary Shares to the extent allowed under applicable law and repurchases will be made in accordance with applicable law. The repurchase of the Ordinary Shares held by an Ordinary Shareholder does not trigger the repurchase of the Warrants held by such Ordinary Shareholder (if any). Accordingly, Ordinary Shareholders whose Ordinary Shares are repurchased by the Company will retain all rights to any Warrants that they may hold at the time of repurchase.
For the avoidance of doubt, a Shareholder can vote on its Ordinary Shares at the EGM on 27 September 2023 at 15:00 CET irrespective of whether it has elected to exercise its rights to have such Ordinary Shares repurchased under the Revised Share Repurchase Arrangement.
In accordance with the Prospectus, the Board may resolve, within one month following repurchase, to place any or all of the Ordinary Shares repurchased by the Company with existing Shareholders or with third parties seeking to obtain Ordinary Shares or, alternatively, to cancel any or all the Ordinary Shares repurchased by the Company under the Revised Share Repurchase Arrangement.
Further, in relation to the proposed distribution of redemption premium to non-redeeming shareholders (see proposal 2i in the agenda to the EGM, as contained in the Shareholder Circular), the distribution itself is subject to completion of the Business Combination. As such, the dates contemplated in the aforementioned proposal are not possible; accordingly, the Company will as soon as possible publish revised dates for the ex-distribution date, record date and payment date, but in any event payment will take place as soon as possible after completion of the Business Combination.
Further information can be found in the Shareholder Circular on our website at https://www.spearinvestments.com/investor-relations/. Capitalised terms used but not defined in this press release have the same meaning as ascribed to those terms in the Shareholder Circular.
About SPEAR Investments I B.V.
SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.
Inside Information
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Contact
Basisweg 10, 1043 AP
Amsterdam, the Netherlands
Phone
+ 31 (0) 208 946 270
General enquiries
info@spearinvestments.com
IR enquiries
ir@spearinvestments.com
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