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.
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.
DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
(“DCAC” or the “Company”)
in respect of
DCAC Shareholders (ISIN Code GG00BMB5XZ39),
DCAC Public Warrant Holders (ISIN Code GG00BMB5XY22)
DCAC announces adjournment to EGM and Class Meetings, updates to Shareholder Circular and updates to proxy forms
12 May 2023
As referenced in the press release dated 10 May 2023 (DCAC announces update to Business Combination Arrangements (globenewswire.com)), it was resolved at the relevant meetings held in each case on 12 May 2023 to adjourn the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC Sponsor Shareholder Class Meeting and the DCAC Warrant Holder Meetings and to reconvene such meetings for 18 May 2023 at the following times and place:
The adjourned EGM will be held at 10:00 BST on 18 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.
The adjourned DCAC Ordinary Shareholder Class Meeting will be held at 10:15 BST on 18 May 2023 2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.
The adjourned DCAC Sponsor Shareholder Class Meeting will be held at 10:30 BST on 18 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.
The adjourned DCAC Warrant Holder Meeting will be held at 10:45 BST on 18 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.
Voting and Proxy Forms
Revised Forms of Proxy have been posted on www.disruptivecapital.com which reflect the removal of resolution 9 (appointment of Michael Ridley as director of the Company) as more particularly referenced in the press release dated 10 May 2023, and which address typographical errors identified in the Forms of Proxy enclosed with the Shareholder Circular dated 20 April 2023. For the avoidance of doubt, DCAC Shareholders and DCAC Warrant Holders do not need to resend any proxy forms for any votes cast prior to the publication of this press release if they do not wish to change their votes cast. If they wish to change their voting intention, then a new proxy should be submitted. The times and dates by which the relevant Form of Proxy is to be received in each case by the Company is as set out below:
The white Form of Proxy (enclosed with the Shareholder Circular) in respect of the EGM must be received by 10:00 BST on 16 May 2023, being no later than 48 hours before the time appointed for the adjourned EGM.
The green Form of Proxy (enclosed with the Shareholder Circular) in respect of the DCAC Ordinary Shareholder Class Meeting must be received by 10:15 BST on 16 May 2023, being no later than 48 hours before the time appointed for the adjourned DCAC Ordinary Shareholder Class Meeting.
The yellow Form of Proxy (enclosed with the Shareholder Circular) in respect of the DCAC Sponsor Shareholder Class Meeting must be received by 10:30 BST on 16 May 2023, being no later than 48 hours before the time appointed for the adjourned DCAC Sponsor Shareholder Class Meeting.
The blue Form of Proxy (enclosed with the Shareholder Circular) in respect of the DCAC Warrant Holder Meeting must be received by 10:45 BST on 16 May 2023, being no later than 48 hours before the time appointed for the adjourned DCAC Warrant Holder Meeting.
Updates to Shareholder Circular
The Shareholder Circular dated 20 April 2023 reflecting the updates to the Business Combination arrangements as of 12 May 2023 is published on the Company's website and is attached to this press release.
About DCAC
DCAC is a special purpose acquisition company (“SPAC”) 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'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.
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, former CIO of the Wellcome Trust charitable endowment. Following his death, the firm is now owned by the de Boucaud Truell Inter-Generational FLP and the Truell Conservation Foundation, a UK registered charity, set up to ‘make money for charity by being good investors’.
The initial public offering (“IPO”) of DCAC took place on 6 October 2021. DCAC successfully completed the DCAC IPO, raising £125 million from new investors. Pursuant to a complex reorganisation, some £130 million of value has and is being returned to shareholders. The Company now holds some £4.45 million in cash, post settlement of the share repurchases deemed valid, and having met all its outstanding liabilities.
DCAC first announced proposals for the Business Combination on 20th February 2023.
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 the press release is available on the DCAC website (www.disruptivecapitalac.com).
PRESS AND INVESTOR INFORMATION
For more information, please contact:
Company enquiries to:
Registered office
First Floor, 10 Lefebvre Street
St Peter Port
Guernsey GY1 2PE
Media inquiries to:
James Culverhouse EQ
James.culverhouse@eqcorp.co
+44 20 7223 1100 / +44 7912 508 322
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