Tender for repurchase of up to 5% of the DCAC Ordinary Shares and all DCAC Public Warrants held by DCAC Ordinary Shareholders on the Record Date (the “Stub Tender Offer”)
Announcement of Result of Stub Tender Offer
16 March 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
Result of Stub Tender Offer
At the close of the Stub Tender Offer 16:00 (CET) yesterday, 15 March 2023, Stub Tenders were received in respect of 325,418 DCAC Ordinary Shares and in respect of 2,060,000 DCAC Public Warrants.
It appears that some three quarters of the Tenders made under the Stub Tender Offer were invalid due to the DCAC Public Warrant positions not having been stated. In many cases we have been informed by the end users that they hold warrants alongside DCAC Ordinary Shares. Once again, due to complexities resulting from incorrect tendering, it is necessary to make further enquiries to determine DCAC Public Warrant holdings.
The total number of DCAC Ordinary Shares that could be tendered under the Stub Tender Offer was 325,000. In accordance with the Repurchase Tender Document and the Stub Tender Offer Circular each dated 25 January 2023, if tenders of more than 325,000 DCAC Ordinary Shares are received under the Stub Tender Offer, then the DCAC Sponsor and/or its assigns will offer to purchase such DCAC Ordinary Shares on the same or similar terms as those set out in this Circular.
On receipt of valid tenders pursuant to the Stub Tender Offer in excess of 325,000 DCAC Ordinary Shares, DCAC shall, in its absolute discretion, determine the number of DCAC Ordinary Shares and accompanying DCAC Public Warrants that shall be acquired.
Accordingly, the DCAC Sponsor anticipates it will purchase 418 DCAC Ordinary Shares. A price of up to £2.20 per DCAC Ordinary Share and up to £0.066 per DCAC Public Warrant will be paid, subject in each case to and provided that, such combined total amount payable under the Stub Tender Offer shall not exceed the equivalent of £0.130 per DCAC Ordinary Share based on 100% of the tendering DCAC Ordinary Shareholders’ original shareholding of DCAC Ordinary Shares at the Record Date. The Final settlement Date of the Stub Tender Offer is 20 March 2023 and valid Stub Tenders will be settled on that date, however, there may be a delay to the Final settlement Date where the DCAC Board considers that further enquiry is needed.
Copies of the Stub Tender Offer Circular are available on DCAC’s website: www.disruptivecapitalac.com.
The repurchased DCAC Ordinary Shares will be held as treasury shares by he Company, pending prospective sale and transfer under the potential Business Combination with Global Inter Connection Group SA. The repurchased DCAC Public Warrants will be held in treasury by the Company.
Edmund Truell
CEO, DCAC
About DCAC
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’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 of DCAC took place on 6 October 2021. DCAC successfully completed the DCAC IPO, raising £125 million from new investors. Pursuant to reorganisation plans, some £119.89 million has and is being returned to shareholders, all at a price of £10.789 per DCAC Ordinary Share. The Company now holds some £7.2 million in cash, post settlement of the valid share repurchases and having met all its outstanding liabilities.
DCAC announced proposals to form a Business Combination with Advanced Cables on 20th February 2023. The proposals are being formulated and will be circulated to shareholders in the near future.
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
Enquiries to:
Edi Truell, CEO
+41 79 953 8396
or
Registered office
First Floor
10 Lefebvre Street
St Peter Port
Guernsey
GY1 2PE
Media inquiries:
James Culverhouse
EQ
James.culverhouse@eqcorp.co
+44 20 7223 1100
+44 7912 508 322
