SCPE SC Health Corporation

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the Extraordinary General Meeting (the “Extraordinary General Meeting”) of SC Health Corporation, a Cayman Islands exempted company (the “Company”), which was held on April 14, 2021, holders of 16,360,826 of the Company’s ordinary shares, which represents approximately 71.72% of the ordinary shares issued and outstanding and entitled to vote as of the record date of March 18, 2021, were represented in person or by proxy.

 

At the Extraordinary General Meeting, the shareholders approved a special resolution (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association (the “Articles) to extend the date, from April 16, 2021 to August 16, 2021, by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or (b) (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on July 16, 2019; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the Company’s board of directors, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

In connection with the vote to approve the Extension Proposal, the holders of 7,975,485 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.12 per share, for an aggregate redemption amount of approximately $80,711,908 million. As such, approximately 34.96% of the Class A ordinary shares were redeemed and approximately 65.04% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $93,835,584 million.

 

In connection with the vote to approve the Extension Proposal, one holder of seven public warrants properly exercised their right to require the Sponsor to repurchase or cause one of its affiliates to repurchase at $1.00 per public warrant (exclusive of commissions), for an aggregate repurchase amount of $7.00. After the payment for such repurchases, the balance in the escrow account with J.P. Morgan Chase Bank, N.A. will be approximately $8,723,018 million.

 

Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Proposal. Accordingly, the Company now has until August 16, 2021 to consummate its initial business combination. The approval of the Extension Proposal will provide an opportunity for the Company’s shareholders to evaluate the Company’s proposed business combination with Rockley Photonics Limited, a company incorporated under the laws of England and Wales (“Rockley”) pursuant to the Business Combination Agreement and Plan of Merger, by and among the Company, Rockley Photonics Holdings Limited, a Cayman Islands exempted company, Rockley Mergersub Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of Rockley Photonics Holdings Limited, and Rockley, dated as of March 19, 2021 (the “Business Combination Agreement”), which was disclosed on a Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2021.