DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
(“DCAC” or the “Company”)
IN RESPECT OF
DCAC Shareholders (ISIN Code GG00BMB5XZ39) and
DCAC Public Warrant Holders (ISIN Code GG00BMB5XY22)
18 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
The Extraordinary General Meeting and Ordinary Shareholder meetings of the Company were held today. Valid votes were received from 79.2% of Shareholders.
Extraordinary General Meeting
Special Resolution 1
Special Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Shareholder Class Meeting
Ordinary Resolution 1
Ordinary Resolution 2
The resolutions at the Sponsor Shareholder Class Meeting and the Warrant Meeting were passed on 11 January 2023, contingent on the passing of the Special Resolutions at the EGM. Following the passing of these Special Resolutions, the Warrants Terms and Conditions have been amended accordingly.
With the passing of the resolutions, the Company will now proceed to prepare and issue the Repurchase Offer.
It will further issue the notice of an EGM to approve the Stub Repurchase Offer as further described in the press release of 17 January 2023. Please be advised that this requires only an Ordinary Resolution, hence a 50.01% vote in favour.
The Board would like to thank its Shareholders for their consideration of the Proposals and for their comprehensive participation in the Meetings.
In the meantime, the Company is resuming trading activities with a view to proposing a Business Combination to Shareholders, should negotiations with potential counter-parties progress satisfactorily.
DCAC is a special purpose acquisition company incorporated on 29 April 2021 under the Companies Law as a non-cellular company limited by shares. DCAC was created for the purpose of completing a merger, amalgamation, share exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business combination with a target business or entity.
DCAC has to date focussed on undertaking a Business Combination with a target business operating in the financial services sector with its headquarters or principal operations in Western and/or Northern Europe, although it may pursue an acquisition opportunity in any industry, sector or geographic region.
DCAC was launched by Disruptive Capital GP Limited, a Guernsey investment firm licensed by the Guernsey Financial Services Commission to carry on controlled investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 2020. Disruptive Capital GP was founded by Edmund Truell and his late brother, Daniel Truell. Following his death, the firm is now owned by the Truell Inter-Generational FLP and the Truell Conservation Foundation, a UK registered charity.
DCAC's leadership team comprises executive directors: Edmund Truell (Chief Executive Officer); non-executive directors: Wolf Becke (Chair/Independent Non-Executive Director), and Roger Le Tissier (Non-Executive Director); and special advisers: Dimitri Goulandris, Kari Stadigh and Luke Webster.
The initial public offering of DCAC took place on 6 October 2021. DCAC successfully completed the DCAC IPO, raising £125 million from new investors. The DCAC Ordinary Shares and DCAC Warrants are currently separately listed and traded on Euronext Amsterdam under the ISIN GG00BMB5XZ39 and symbol DCACS for the DCAC Ordinary Shares and ISIN GG00BMB5XY22 and symbol DCACW for the DCAC Warrants.
A copy of this release is available on the Company’s website: www.disruptivecapitalac.com
Edi Truell, CEO
+41 79 953 8396
+44 20 7223 1100/+44 7912 508 322