RNS Number : 9381Q
U.K. SPAC PLC
01 November 2021
1 November 2021
U.K. SPAC PLC
("UK SPAC" or the "Company")
Update on proposed RTO and Extension of Agreement
On 2 August 2021, U.K. SPAC Plc (AIM: SPC), an AIM Rule 15 cash
shell, announced that it had signed a binding sale and purchase
agreement ("the Agreement') with Hellenic Dynamics S.A.
("Hellenic") in relation to the acquisition of 100 per cent. of the
issued share capital of Hellenic (the "Acquisition").
The directors of the Company are pleased to advise that the
transaction continues to progress as detailed in the announcement
of 2 August 2021. The Company is in the process of advancing its
application and draft prospectus with the FCA. By reason of the
nature of Hellenic's business, however, it is necessary to obtain
various legal opinions in multiple international jurisdictions and,
in relation to certain of these jurisdictions, to undertake
extended due diligence, all of which has had an impact on the
estimated completion date for the Acquisition.
The Agreement contained a number of conditions for completion to
occur, including the condition that the Admission to the Official
List (by way of a Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the London Stock Exchange's main market
for listed securities of UK SPAC's enlarged share capital should
take place on or before 31 October 2021 ("the Long Stop Date").
As a result of the necessity for the enhanced legal and due
diligence work outlined above, the Company and Hellenic have agreed
to extend the Long Stop Date to 31 January 2022. All other terms in
the Agreement remain unchanged.
UK SPAC and Hellenic remain wholeheartedly committed to
completing the Agreement at the earliest possible date.
For further information, please visit http://www.ukspacplc.com
or contact the following:
U.K. SPAC Plc 07500 558 235
Cairn Financial Advisers
LLP 020 7213 0880
Jo Turner / Sandy Jamieson
Peterhouse Capital Limited 020 7469 0930
Lucy Williams / Eran Zucker
Forward Looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholder
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
Information about Hellenic Dynamics S.A.
Hellenic was founded in March 2019 and its operations are based
in a 200,000 square meter facility in Northern Greece. Hellenic
plans to grow, manufacture, process and sell THC-dominant dried
medicinal cannabis flowers and related extracted oils for export
initially into the German market with further export markets in
Europe to follow. Hellenic also intends to provide a medicinal
cannabis oil extract product for the envisaged domestic Greek
Greek legislation describes a two-stage licensing process; the
first being an installation licence and the second an operational
licence. As at the date of the Agreement, Hellenic holds a facility
installation licence (the "Licence"), granted on 24 October 2019,
which permits it to construct and establish a cannabis processing
and production facility. Hellenic is in the final stages of
completing the necessary works to apply for an operational licence.
The Company has signed two term sheets for off-take agreements with
two licensed distributors in Germany, which cover the total first
year's production of dried medicinal cannabis flowers.
Hellenic's cultivation strategy is set across three stages of
development. Stage one is intended to provide full proof of concept
and initial sales, with the following stages to be based on
Hellenic's strategy of utilising sales revenues to increase the
total cultivation area, in line with increased European demand of
medicinal cannabis products.
Hellenic aims in the next few years to be a leading grower of
medicinal cannabis in Europe, a market where there are currently
very few cultivators that have the ability to cultivate and export
THC medical cannabis products.
About UK SPAC
The Company became an AIM Rule 15 cash shell on 3 March 2021
and, as such, is required to make an acquisition or acquisitions
which would constitute a reverse takeover pursuant to AIM Rule
The Company was suspended from trading on 2 August 2021
following the announcement of the proposed Acquisition. In the
event that no such transaction is completed within six months the
date of its suspension, the Company's shares will be cancelled from
trading on AIM pursuant to AIM Rule 41. There can be no assurance
that the Company will be able to complete the Acquisition or any
other Reverse Takeover during the six-month suspension period.
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(END) Dow Jones Newswires
November 01, 2021 09:30 ET (13:30 GMT)
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