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Adjournment of EGM and Ordinary Shareholder Class Meeting; Warrant extension and Sponsor Shareholder Class resolutions passed

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

(“DCAC” or the “Company”)

Adjournment of EGM and Ordinary Shareholder Class Meeting; Warrant extension and Sponsor Shareholder Class resolutions passed

IN RESPECT OF

 Meetings of DCAC Shareholders (ISIN Code GG00BMB5XZ39) and

 DCAC Warrant Holders (ISIN Code GG00BMB5XY22) 

11th January 2023

THIS PRESS RELEASE CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE EU MARKET ABUSE REGULATION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS

Adjournment of EGM and of Ordinary Shareholder Class Meeting

Some significant DCAC Shareholders informed the Company that they either had yet to receive the Circular; and/or that they were unaware of the EGM and Ordinary Shareholder Class Meeting being held on 11 January 2023 until very shortly before the meetings.

In order to avoid them being disenfranchised, it was resolved to adjourn the EGM and Ordinary Shareholder Class Meeting for 5 Business Days, to therefore be continued on 18th January 2023.

Existing valid Forms of Proxy previously submitted in accordance with the Circular will remain in force in accordance with their terms, unless otherwise withdrawn or the instructions in the relevant Form of Proxy changed as described below.

Those eligible DCAC Shareholders that have yet to submit a vote for the EGM; or that wish to change the instruction on their previously submitted Form of Proxy for the EGM, are to complete and return the white Form of Proxy so as to be received no late than 10.30 UK time (11.30 CET) on 16 January 2023 to


          proxyvoting@kempen.nl

Those eligible DCAC Ordinary Shareholders that have yet to submit a vote on the Ordinary Shareholder resolutions; or that wish to change the instruction on their previously submitted Form of Proxy, are to complete and return the green Form of Proxy (via the custodian) so as to be received by no later than 10.45 UK time (11.45 CET) on 16 January 2023 to


          proxyvoting@kempen.nl

If there are any questions, please direct them to Katie McPherson of Admina Fund Services at

disruptive@admina.gg

Warrant Holder Meeting – Extension Passed

The Warrant Holder Meeting approved the amendments to the Warrant T&Cs and Warrant Instrument, with 83% of those voting, voted in favour.

The Warrants would otherwise have expired worthless today. The meeting concluded that it was in the interests of Warrant holders to extend the Warrants.

Note that such Warrant extension is contingent on the resolutions to extend the life of the Company as above, so that regardless of the Warrant extension approved by the Warrant Holder meeting today, the Warrants would expire worthless if the EGM and Ordinary Shareholders Meeting reject the proposed resolutions to extend the life of the Company.

Sponsor Shareholder Class Meeting – Class Resolution Passed

The Sponsor Shareholder Class Meeting approved the amendments to and the adoption of the Amended Articles, with 100% of those voting, voted in favour.

The meeting concluded that the adjournment of the EGM and the Ordinary Shareholder Class Meeting did not impact holders of Sponsor Shares such that the Sponsor Shareholder Class Meeting would not require an adjournment, albeit the passing of the resolution at the Sponsor Shareholder Class Meeting is contingent on the passing of the resolutions at the adjourned EGM.

Process for Voting and Eligibility to Vote

Those DCAC Shareholders that were shareholders as at the original date and time of the EGM (being the record date and time for the adjourned EGM) that have yet to submit a Form of Proxy and thus vote in the EGM, or that wish to change the instruction on their previously submitted Form of Proxy are asked to consider the Circular, and then to complete, sign and return the white Form of Proxy (via the custodian)  in respect of the EGM in accordance with the instructions printed thereon so as to be received by no later than 10.30 UK time (11.30 CET) on 16 January 2023 to

proxyvoting@kempen.nl

DCAC Ordinary Shareholders that were shareholders as at the original date and time of the Ordinary Shareholder Class Meeting (being the record date and time for the adjourned Ordinary Shareholder Class Meeting) that have yet to submit a Form of Proxy and thus vote in the Meeting, or that wish to change the instruction on their previously submitted Form of Proxy are asked to consider the Circular, and then to complete, sign and return the green Form of Proxy (via the custodian) in respect of the Ordinary Shareholder Class Meeting in accordance with the instructions printed thereon so as to be received by no later than 10.45 UK time (11.45 CET) on 16 January 2023to

proxyvoting@kempen.nl

Enquiries to:

disruptive@admina.gg

Media enquiries:
James Culverhouse, EQ
James.culverhouse@eqcorp.co
+44 20 7223 1100/+44 7912 508 322