Iris Financial
PO Box 10240
Harbour Place, 103 South Church Street
Grand Cayman
KY1-1002
Amsterdam, the Netherlands - 9 October 2024
Iris Financial - Convenes Extraordinary General Meeting for Extension Business Combination Deadline and Amendment Articles of Association.
Iris Financial (the "Company") announces that it has called an extraordinary general meeting ("EGM") of shareholders to be held on 31 October 2024. On 7 October 2024, the Company announced that it had signed a business combination agreement in connection with a contemplated business combination with Younited S.A. ("Younited") (the "Combination"). The purpose of the EGM is to request from its shareholders an extension to the business combination deadline from 2 November 2024 to 31 December 2024, in order to receive all corporate and regulatory approvals necessary to close the Combination, and to make related amendments to the Company's memorandum and articles of association. The Company is providing holders of Ordinary Shares the opportunity to have part or all of their Ordinary Shares redeemed in connection with the votes at the EGM on the proposals to amend the Company's memorandum and articles of Association
The proposals on the agenda and additional information regarding the EGM and the redemption rights are included in the notice for the EGM (the "Notice"). The Notice is available on the Company's website, accessible via the following link: http://www.irisfinancial.co.
Shareholders will be entitled to attend and vote at the EGM, provided they are registered as a shareholder on today's date (9 October 2024) at 17:30 CEST, after the processing of all settlements. Shareholders who wish to participate in the EGM are required to register before 28 October 2024 at 17:30 CET. Information on the registration process is included in the Notice.
Holders of Ordinary Shares who wish to have part or all of their Ordinary Shares redeemed need to instruct their intermediary to fill out and submit a duly completed redemption notice (available on the Company's website and included in the Notice) before 17:45 CET on 29 October 2024 or before any earlier deadline communicated by their intermediary. In order to have their Ordinary Shares redeemed, holders of Units will need to have their Units exchanged for Ordinary Shares and Warrants.
The Company will convene a separate extraordinary general meeting pursuant to Cayman law to vote, amongst other matters, on the approval of the Combination and will issue a shareholder circular, which will include key information regarding the Combination, in connection therewith. Subsequently, an additional extraordinary general meeting will be held pursuant to Luxembourg law, to vote on, amongst other matters, the migration of the Company to Luxembourg.
About Iris Financial
More information about the Company, including the Company's initial public offering prospectus dated 26 April 2022, which was approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), can be found on the Company's website http://www.irisfinancial.co.
DISCLAIMER
This announcement contains information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 on market abuse.
This announcement may include forward-looking statements, which are based on the Company's current expectations and projections regarding a business combination, the business, the economy and other future conditions of the Company and speak only as of the date hereof. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "aims", "forecasts", "continues", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy plans, objectives, goals, future events, or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as at the date at which they are made and the Company undertakes no obligation to update these forward-looking statements.
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https://www.actusnews.com/documents_communiques/ACTUS-0-88168-iris-financial-press-release-extension-egm-convocation-notice-9-october-2024.pdf
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