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Spac Hambro Perks Acquisition Company to float on LSE

Source: Hambro Perks Acquisition Company

Hambro Perks Acquisition Company, a special purpose acquisition vehicle sponsored by Hambro Perks Limited (“Hambro Perks”), the international investment firm focused on technology investing, is pleased to announce its intention to float on the London Stock Exchange. HPAC intends to raise up to £150 million through the listing.

Hambro Perks was founded in 2013 with the aim of providing capital and hands-on support to innovative and fast-growing technology-enabled companies. The strategy has seen Hambro Perks partner with some of the most pioneering and ambitious companies in the UK and Europe.

Dominic Perks, CEO of HPAC, said:

“I am delighted to launch our first SPAC and start the process of bringing a European tech champion to the public market. At Hambro Perks we have a track record of finding and partnering with pioneering tech-enabled businesses and helping them grow into global category leaders. We see this SPAC as another way to leverage our experience and expand the range of tools we use to do what we do best: helping game-changing companies with global ambition fulfil their potential.

We’ve chosen to list HPAC in London because it’s the technology capital of Europe. The number of Unicorns in the UK and Europe has grown significantly over recent years as we have seen a migration of talent and capital to private growth companies. Investors want to back differentiated, scalable businesses with great leadership, and those are exactly the characteristics we’ll be seeking in our target.”

Sir Anthony Salz, Chairman of HPAC, said:

“Hambro Perks is proud of the quality of the businesses and entrepreneurs it has invested in and supported. This SPAC is a natural extension of our existing investment strategy, enabling more established tech businesses to scale up by accessing public markets. The experience of our Board and the wider Hambro Perks team, together with our extensive network of relationships across Europe, gives us confidence that we will find a suitable target.”

Strategic rationale

Most emerging technology-enabled companies are privately held, meaning investors have limited access to some of the most innovative and highest-returning opportunities. Equally, many technology-enabled companies find it difficult to access appropriate late-stage funding and to list on public markets.

HPAC believes there is a compelling opportunity to generate shareholder value by investing in proven ‘tech winners’ emerging from the UK and Europe. It will leverage its full platform – including its international sourcing network, proprietary pipeline, investment team, executive team, board of directors and special advisors – to identify, select and enter into a business combination with a high-performing, later-stage technology-enabled business within an initial period of 15 months from the settlement date, subject to two three-month extension periods, if required and approved by a shareholder vote.

Potential targets will have the opportunity to benefit from access to Hambro Perks’ strategic, operational and back-office expertise, and global networks of advisors and investment professionals.

Technology investment experience

Hambro Perks has a proven track record of investing in technology-enabled businesses through various market cycles. Hambro Perks focuses on companies that are disrupters in their category, composed of high potential entrepreneurs and management teams which are able to scale. This strategy is underpinned by a simple, repeatable method of displaying greater speed and conviction in identifying potential opportunities (Find), winning the confidence of entrepreneurs and management teams (Partner) and making targeted interventions that support and encourage rapid growth in company value (Grow).

The impact of this strategy is evident in Hambro Perks’ portfolio of investments which stands at more than 100 portfolio companies. These include Gelesis, Muzmatch, What3Words, PrimaryBid, Moneybox, and Vedanta Bioscience.

Acquisition criteria

To capitalise on the opportunities in the market, HPAC intends to focus on the technology-enabled sector and businesses with principal operations in the United Kingdom, a member state of the EEA or Switzerland, seeking to leverage its experience and sourcing capabilities as well as the advice and expertise of its Board to create value for its shareholders.

The companies being considered for a business combination by HPAC will have an attractive market in the UK and Europe, differentiation amongst competitors, impressive innovation capabilities, scalable revenues, a strong management team, attractive valuations, a fit for public markets and strong ESG credentials.

The Company expects to implement a business combination where the valuation of the target business is £800 million or more. This SPAC is the first to be launched on the London Stock Exchange with a structure reflecting the FCA's new SPAC rules which came into force on 10 August 2021, based on the recommendations from Lord Hill’s UK Listings Review which are focused on providing additional protections for shareholders.

Placing details

• HPAC will place 14,000,000 Units (or up to 15,000,000 Units if the over-allotment option is exercised in full), comprising one Public Share with the right to receive 1/2 of one Public Warrant, at a price per Unit of £10.00.
• The Public Shares and Public Warrants are each expected to be admitted to the standard listing segment of the Official List of the FCA and to the London Stock Exchange’s main market for listed securities.
• A Unit is not a separate security but represents one Public Share cum rights to receive ½ of one Public Warrant (a “Share cum Rights”). No application for any ‘Units’ has been or will be made for Admission.
• Prior to the warrants admission date, which is anticipated to occur on 7 January 2022 (the “Warrants Admission Date”), only the Public Shares are expected to be admitted to listing and trading. Following the Warrants Ex Date (being the second Business Day immediately prior to the Warrants Admission Date), the Public Shares will cease to give any right to ½ of a Public Warrant and the Public Shares and Public Warrants will trade separately from the Warrants Admission Date.
• HPAC is sponsored by HPAC Sponsor LLP (the “Sponsor”), an affiliate of Hambro Perks, formed for the purpose of the SPAC. The Sponsor will subscribe for shares and warrants in HPAC to provide HPAC with its working capital until it is able to complete a business combination.
• In addition, the Sponsor will subscribe for 350,000 Shares cum Rights, comprising 350,000 Public Shares cum the right to receive 175,000 Public Warrants (the “Overfunding Subscription”) at the price of £10.00 per Unit (the “Placing Price”), in a private placement which will close simultaneously with the closing of the Placing.
• This Overfunding Subscription is not part of the Placing but the proceeds of the Overfunding Subscription will be held in escrow (alongside the proceeds of the Placing) and be available to meet any redemptions by holders of Public Shares at the time of a business combination.
• The Sole Global Coordinator and Bookrunner for the transaction is Citigroup Global Capital Markets (“Citigroup”). The Legal advisers to the Company are White & Case LLP (as to US and English law) and Carey Olsen LLP (as to Guernsey law). The Legal Adviser to the Sole Global Coordinator and Bookrunner is Clifford Chance LLP (as to US and English law). Independent Auditors and Reporting Accountant to the Company is Grant Thornton UK LLP.
• The expenses, commissions and taxes related to the Placing payable by the Company are estimated at approximately £4,519,500 (or approximately £4,719,500 if the over-allotment option is exercised in full).

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