GP Bullhound Acquisition I SE / Key word(s): Miscellaneous
GP Bullhound Acquisition I SE announces bookbuilding for up to EUR 190 million (EUR 200 million including greenshoe) private placement and listing on Euronext Amsterdam and targets a …
01-Feb-2022 / 17:16 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
AD-HOC RELEASE
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)
GP Bullhound Acquisition I SE announces bookbuilding for up to EUR 190 million (EUR 200 million including greenshoe) private placement and listing on Euronext Amsterdam and targets a business combination in the technology sector
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE RELEASE.
Luxembourg, February 1, 2022
GP Bullhound Acquisition I SE (the “Company“), a Luxembourg special purpose acquisition company aiming to acquire one company in the European technology sector, announces the start of its private placement of up to 19 million (20 million including greenshoe) units (the “Units“), each consisting of one share (a “Class A Share“) with the right to receive one-half of a warrant (a “Class A Warrant“) at the end of the stabilization period, at a placement price of EUR 10.00 per Unit for an aggregate of up to EUR 190 million (EUR 200 million including greenshoe). The Units will be offered to institutional investors and other investors. Deutsche Bank Aktiengesellschaft and Citigroup Global Markets Limited are acting as joint global coordinators and joint bookrunners. ABN AMRO Bank N.V. will act as listing, paying and warrant agent. Citigroup Global Markets Limited will further act as stabilization manager. The private placement is expected to end on or before February 3, 2022.
GP Bullhound Holdings Ltd. acts as the sponsor of the Company. GP Bullhound I SCSp acts as the Founder of the Company. The Company is advised by the GP Bullhound’s three co-founders and managing partners, Hugh Campbell, Manish Madhvani, and Per Roman.
The Company intends to focus on companies or businesses with principal operations in the European Economic Area as well as the United Kingdom, Switzerland and Israel in the technology sector with a focus on the software, digital media, digital commerce, fintech and digital services sub-sectors. The target is envisaged to have an equity value between EUR 800 million and EUR 2 billion. The Company will have 15 months to consummate a Business Combination (this period may be extended up to two times, in each case by three months, by resolution of the Company’s general shareholders’ meeting), otherwise it will be liquidated and distribute substantially all of its assets to its shareholders.
The Class A Shares (ISIN LU2434421173, Amsterdam Stock Exchange: BHND) will be admitted to trading on the regulated market of Euronext Amsterdam and will trade as Units for up to the first 35 days. Subsequently, the Class A Shares will trade without (ex) right to receive ½ Class A Warrant and the Class A Warrants (ISIN LU2434421330, Amsterdam Stock Exchange: BHNDW) will be distributed to the Class A shareholders. Trading in the Units is expected to commence on February (, 2022.
Contact
Iman Crisby
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
Iman.crisby@gpbullhound.com
Important Notice
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of GP Bullhound Acquisition I SE (the “Company”) in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
This publication constitutes neither an offer to sell nor a solicitation to buy Securities. The listing of the Securities will be made solely by the means of, and on the basis of, a Securities prospectus which is yet to be published. An investment decision regarding any Securities of the Company should only be made on the basis of the Securities prospectus. The Securities prospectus will be approved by the Luxembourg Commission de Surveillance du Secteur Financier in its capacity as competent authority under the Prospectus Regulation and Luxembourg law of 16 July 2019 on prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) and to be passported to the Dutch Authority for the Financial Markets (the “AFM”). The Securities prospectus will be published and made available at no cost through the website of the AFM and the Luxembourg Stock Exchange and through the website of the Company, subject to securities law restrictions in certain jurisdictions.
In member states of the European Economic Area the placement of Securities described in this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Units are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purpose of the product governance requirements contained within (i) MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of April 7, 2016 supplementing MiFID II and (iii) local implementing measures (together, the “MiFID II Requirements”), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Units, Class A Shares and Class A Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Units are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II, (ii) the Class A Shares are (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (iii) the Class A Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.
Any person subsequently offering, selling or recommending the Class A Shares and Class A Warrants (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Class A Shares and Class A Warrants (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
This publication may in the United Kingdom only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom it may it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in Units of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Units are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the United Kingdom (“UK”). For these purposes the expression “Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the Securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by each underwriter or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In connection with the placement of the Units, an underwriter and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Units and in that capacity may retain, purchase or sell for their own account such Unit. In addition, an underwriter or its affiliates may enter into financing arrangements and swaps with investors in connection with which that underwriters (or its affiliates) may from time to time acquire, hold or dispose of Units. Each underwriter does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Units. Any investment decision in connection with the Units must be made solely on the basis of all publicly available information relating to the Units (which has not been independently verified by the underwriters).
Each underwriter is acting on behalf of their client and no one else in connection with any offering of the Units and will not be responsible to any other person for providing the protections afforded to clients of the underwriter nor for providing advice in relation to any offering of the Units.
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