Item 1.01. Entry Into a Material Definitive Agreement.
As previously announced, on
Forward Purchase Agreement
On
Subject to certain termination provisions, the Forward Purchase Agreement
provides that on the 2-year anniversary of the effective date of the Forward
Purchase Transaction, which is expected to be on or about the date of the
Closing (as defined below) (such 2-year anniversary, the "Maturity Date"),
Seller will sell to Holdings a specified number of Holdings Common Shares A (up
to the greater of (x) the number of Subject Shares or 10,000,000 shares,
whichever number is lower and (y) 2,500,000 shares) at a price (the "Forward
Price") equal to the per share redemption price of Holdings Common Shares A
calculated pursuant to Article 168 of the Amended and Restated Memorandum and
Articles of
If, on any trading day prior to the Maturity Date, the dollar volume weighted
average price per Holdings Common Share A equals or exceeds (a)
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Common Share A for any Early Settlement Determination Period, Seller would pay
an Early Settlement Cash Amount to Holdings equal to 50% of the Prepayment
Amount, (c) $16.00 per Holdings Common Share A for any Early Settlement
Determination Period, Seller would pay an Early Settlement Cash Amount to
Holdings equal to 75% of the Prepayment Amount, or (d)
At any time after the Closing, Seller may terminate the Forward Purchase Transaction in whole or in part, upon no less than three days prior written notice to SPAC and Holdings. The effect of such termination would be to reduce the number of shares for the Forward Purchase Transaction (the reduction being "Terminated Shares"). On the settlement date of any such early termination, Seller would pay to Holdings an amount equal to the product of the Forward Price and the Terminated Shares. To the extent that the Seller has sold such Subject Shares at a price greater than the Forward Price, the Seller would be entitled to retain such excess.
The foregoing description is only a summary of the Forward Purchase Agreement and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein. The Forward Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with material information regarding its terms and the transaction. It is not intended to provide any other factual information about SPAC, Holdings or Seller and their respective affiliates. The representations, warranties and covenants contained in the Forward Purchase Agreement were made only for purposes of that agreement; are solely for the benefit of the parties to the Forward Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to the Forward Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of SPAC or Seller and their respective affiliates.
Disclosure On Redemptions Relating to the Forward Purchase Agreement
As described above, subject to certain conditions, including the completion of the Proposed Transactions by the Outside Date (as defined in the Business Combination Agreement), Seller has agreed to waive any redemption rights with respect to the Subject Shares. Such waiver may reduce the number of Holdings Common Shares A redeemed in connection with the Proposed Transactions, which reduction could alter the perception of the potential strength of the Proposed Transactions.
Item 8.01. Other Events.
As previously announced in connection with the execution of the Business
Combination Agreement, on
Notwithstanding the foregoing, certain of the
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On
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.
Pursuant to the Subscription Agreements, Holdings agreed that, within 30
calendar days after the Closing, Holdings will use its commercially reasonable
efforts to file with the
The issuance of Holdings Common Shares A in connection with the Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 10.1 Forward Purchase Agreement, datedNovember 15, 2021 . 99.1 Form of Subscription Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Legends
Additional Information and Where to Find It
This communication relates to the Proposed Transactions. This communication does
not constitute an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. In connection with the Proposed Transactions, SPAC and Holdings
filed a registration statement on Form F-4 (File No. 333-259800) (as amended,
the "Registration Statement") with the
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Proposed Transactions with the
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS THERETO, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security
holders can obtain copies of these documents and other documents filed with the
Participants in Solicitation
SPAC, Swvl and Holdings and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from SPAC's
shareholders in connection with the Proposed Transactions. Investors and
security holders may obtain more detailed information regarding the names and
interests in the business combination of the directors and officers of Holdings,
Swvl and SPAC in the Registration Statement. Information about SPAC's directors
and executive officers is also available in SPAC's Annual Form 10-K for the
fiscal year ended
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between Swvl and SPAC, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.
These statements are based on the current expectations of Swvl and/or SPAC's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl and SPAC. These statements are subject to a number of risks and uncertainties regarding Swvl's business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the number of redemption requests made by SPAC's shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Swvl or SPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or additional information that may later arise in connection with preparation of the Registration Statement and proxy materials, or after the consummation of the business combination as a result of the limited time SPAC had to conduct due diligence; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business
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combination; the ability of the combined company to execute its growth strategy,
manage growth profitably and retain its key employees; competition with other
companies in the mobility industry; Swvl's limited operating history and lack of
experience as a public company; the lack of, or recent implementation of,
certain policies and procedures to ensure compliance with applicable laws and
regulations, including with respect to anti-bribery, anti-corruption, and cyber
protection; the risk that Swvl is not able to execute its growth plan, which
depends on rapid, international expansion; the risk that Swvl is unable to
attract and retain consumers and qualified drivers and other high quality
personnel; the risk that Swvl is unable to protect and enforce its intellectual
property rights; the risk that Swvl is unable to determine rider demand to
develop new offerings on its platform; the difficulty of obtaining required
registrations, licenses, permits or approvals in jurisdictions in which Swvl
currently operates or may in the future operate; the fact that Swvl currently
operates in and intends to expand into jurisdictions that are, or have been,
characterized by political instability, may have inadequate or limited
regulatory and legal frameworks and may have limited, if any, treaties or other
arrangements in place to protect foreign investment or involvement; the risk
that Swvl's drivers could be classified as employees, workers or quasi-employees
in the jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is subject to
territorial anti-corruption laws in these jurisdictions; the ability of Holdings
to obtain or maintain the listing of its securities on a
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Current Report on Form 8-K is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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