AMSTERDAM, 27 September 2023, 22:00 hrs CEST - SPEAR Investments I B.V. (the Company) announces that its general meeting of shareholders (the General Meeting) adopted all resolutions which were tabled at today's Extraordinary General Meeting and thereby approved the consummation of the Business Combination with QEV Technologies, a fast-growing company specialised in electric mobility vehicles with a track record of more than 10 years developing and manufacturing electric cars. The Business Combination is expected to become effective as of 2 October 2023.
In relation to the single voting item which encompassed the resolutions related to the consummation of the Business Combination transaction, there were 7,508,028 votes in favour, with no votes against and no abstentions.
Business Combination
As of 2 October 2023, the Company will maintain its listing on Euronext under the new ticker symbol QEV. As a result of the Business Combination, the current shareholders of QEV will be allotted 25.05556 Ordinary Shares in the Company in exchange for each QEV ordinary share exchanged. The Ordinary Shares and Warrants will start trading on Euronext as of 3 October 2023.
Conversion of Special Shares
As at the completion of the transaction, 4,375,000 convertible special shares in the capital of the Company with a nominal value of EUR 0.01 (the Special Shares) will remain in issue.
As described in further detail in the SPEAR prospectus published on 9 November 2021, available at www.spearinvestments.com, the Special Shares become subject to mandatory conversion into Ordinary Shares on a one for one basis following completion of the Business Combination on 2 October in accordance with a predetermined schedule. 1,250,000 Special Shares will convert on the trading day following the Business Combination (the First Tranche). 625,000 Special Shares will convert if, post-Business Combination, the closing price of the Ordinary Shares exceeds €12.00 for any 10 trading days within a consecutive 30 trading day period (the Second Tranche). 625,000 Special Shares will convert if, post Business Combination, the closing price of the Ordinary Shares exceeds €14.00 for any 10 trading days within a consecutive 30 trading day period (the Third Tranche). Additionally, 1,875,000 Special Shares will be cancelled.
Cancellation of Ordinary Shares and Founder Warrants
The General Meeting resolved to cancel the Ordinary Shares which the Company holds just prior to Completion, with the exception of such number of Ordinary Shares for which the Board determines in its sole discretion by resolution to be adopted prior to Completion that there is a foreseeable purpose. This resolution of the General Meeting will become effective upon such resolution of the Board being adopted. The Company has undertaken in the business combination agreement dated 27 July 2023 to reallocate the 8,150,833 Founder Warrants originally available for the Promote Investors among the Promote Investors, the QEV shareholders and certain Convertible Instrument Holders. The reallocation and possible partial cancellation will depend on the Proceeds raised at Completion.
Repurchase price and payment date
The gross repurchase price per Ordinary Share tendered for repurchase under the Revised Share Repurchase Arrangement during the repurchase period is €10.69. The repurchase is conditional on the completion of the Business Combination. Redeeming Shareholders will receive the gross repurchase price within two trading days after the Business Combination Completion Date (2 October 2023) from their bank or stockbroker.
Issued and outstanding share capital and shareholdings as of Business Combination
Following conversion of the First Tranche of Special Shares into Ordinary Shares, the repurchase of Ordinary Shares from Redeeming Shareholders and the cancellation of Ordinary Shares, Special Shares, and, if applicable, the Founder Warrants, as mentioned above, and assuming no stock price conversion trigger event has occurred with respect to the Second Tranche and the Third Tranche and the Warrants, the Company's issued share capital immediately following completion of the Business Combination amounts to €1,029,250, divided into 3,125,000 Special Shares (of which 1,875,000 will be cancelled), each with a nominal value of €0.01, 98,800,000 Ordinary Shares (including 84,888,237 treasury shares), each with a nominal value of €0.01 and one Capital Share with a nominal value of €10,000.
Following the Business Combination, the shareholdings in the Company are as follows: EVI Mobility (13.8%), New Automovile Development (11.3%), Power Electronics Internacional (9.1%), Multi Billion Pacific (8.6%), Joan Orús (Co- founder & CEO; 7.9%), Charming Crystal (6.7%), Juan Fernández (Co-founder & CTO; 6.4%), RE Motorsports Investment (5.9%), Inveready funds (5.3%), and other shareholders (25.1%).
Rationale for the Business Combination
The Business Combination is an attractive opportunity for SPEAR's shareholders to become investors in a fast-growing, technologically-advanced company with the potential to grow in conjunction with the significant demand in the business-to-business electric light commercial vehicle and electric bus markets.
About SPEAR Investments I B.V.
SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.
About QEV Technologies S.L.
QEV Technologies designs, develops, manufactures, and sells electric light commercial vehicles and electric buses, as well as offering aftersales and maintenance services, and has further business lines related to electric motorsport. QEV Tech sells its electric vans, trucks and buses primarily to businesses and public transport companies seeking to establish or grow their electric fleets, and is focused on serving the urban mobility and last mile delivery markets. Under the ZEROID brand, QEV Technologies offers a zero-emission fleet that includes multiple electric van models, delivery trucks, and electric and hydrogen platforms for buses. QEV Technologies was founded in 2013, and both historically and on an ongoing basis also provides design, engineering and training services to the electric motorsport industry. Building on its history and expertise in electric mobility, the company expanded into the commercial electric vehicle market in 2018 and now has both inhouse and outsourced manufacturing capabilities, having together with its joint venture partner won the tender for a major former Nissan facility in the free trade area of Barcelona in March 2023.
Inside Information
This press release contains or may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).
Important Information
This press release or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This press release or any part of it is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Contact
Basisweg 10, 1043 AP
Amsterdam, the Netherlands
Phone
+ 31 (0) 208 946 270
General enquiries
info@spearinvestments.com
IR enquiries
ir@spearinvestments.com
In relation to the single voting item which encompassed the resolutions related to the consummation of the Business Combination transaction, there were 7,508,028 votes in favour, with no votes against and no abstentions.
Business Combination
As of 2 October 2023, the Company will maintain its listing on Euronext under the new ticker symbol QEV. As a result of the Business Combination, the current shareholders of QEV will be allotted 25.05556 Ordinary Shares in the Company in exchange for each QEV ordinary share exchanged. The Ordinary Shares and Warrants will start trading on Euronext as of 3 October 2023.
Conversion of Special Shares
As at the completion of the transaction, 4,375,000 convertible special shares in the capital of the Company with a nominal value of EUR 0.01 (the Special Shares) will remain in issue.
As described in further detail in the SPEAR prospectus published on 9 November 2021, available at www.spearinvestments.com, the Special Shares become subject to mandatory conversion into Ordinary Shares on a one for one basis following completion of the Business Combination on 2 October in accordance with a predetermined schedule. 1,250,000 Special Shares will convert on the trading day following the Business Combination (the First Tranche). 625,000 Special Shares will convert if, post-Business Combination, the closing price of the Ordinary Shares exceeds €12.00 for any 10 trading days within a consecutive 30 trading day period (the Second Tranche). 625,000 Special Shares will convert if, post Business Combination, the closing price of the Ordinary Shares exceeds €14.00 for any 10 trading days within a consecutive 30 trading day period (the Third Tranche). Additionally, 1,875,000 Special Shares will be cancelled.
Cancellation of Ordinary Shares and Founder Warrants
The General Meeting resolved to cancel the Ordinary Shares which the Company holds just prior to Completion, with the exception of such number of Ordinary Shares for which the Board determines in its sole discretion by resolution to be adopted prior to Completion that there is a foreseeable purpose. This resolution of the General Meeting will become effective upon such resolution of the Board being adopted. The Company has undertaken in the business combination agreement dated 27 July 2023 to reallocate the 8,150,833 Founder Warrants originally available for the Promote Investors among the Promote Investors, the QEV shareholders and certain Convertible Instrument Holders. The reallocation and possible partial cancellation will depend on the Proceeds raised at Completion.
Repurchase price and payment date
The gross repurchase price per Ordinary Share tendered for repurchase under the Revised Share Repurchase Arrangement during the repurchase period is €10.69. The repurchase is conditional on the completion of the Business Combination. Redeeming Shareholders will receive the gross repurchase price within two trading days after the Business Combination Completion Date (2 October 2023) from their bank or stockbroker.
Issued and outstanding share capital and shareholdings as of Business Combination
Following conversion of the First Tranche of Special Shares into Ordinary Shares, the repurchase of Ordinary Shares from Redeeming Shareholders and the cancellation of Ordinary Shares, Special Shares, and, if applicable, the Founder Warrants, as mentioned above, and assuming no stock price conversion trigger event has occurred with respect to the Second Tranche and the Third Tranche and the Warrants, the Company's issued share capital immediately following completion of the Business Combination amounts to €1,029,250, divided into 3,125,000 Special Shares (of which 1,875,000 will be cancelled), each with a nominal value of €0.01, 98,800,000 Ordinary Shares (including 84,888,237 treasury shares), each with a nominal value of €0.01 and one Capital Share with a nominal value of €10,000.
Following the Business Combination, the shareholdings in the Company are as follows: EVI Mobility (13.8%), New Automovile Development (11.3%), Power Electronics Internacional (9.1%), Multi Billion Pacific (8.6%), Joan Orús (Co- founder & CEO; 7.9%), Charming Crystal (6.7%), Juan Fernández (Co-founder & CTO; 6.4%), RE Motorsports Investment (5.9%), Inveready funds (5.3%), and other shareholders (25.1%).
Rationale for the Business Combination
The Business Combination is an attractive opportunity for SPEAR's shareholders to become investors in a fast-growing, technologically-advanced company with the potential to grow in conjunction with the significant demand in the business-to-business electric light commercial vehicle and electric bus markets.
About SPEAR Investments I B.V.
SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.
About QEV Technologies S.L.
QEV Technologies designs, develops, manufactures, and sells electric light commercial vehicles and electric buses, as well as offering aftersales and maintenance services, and has further business lines related to electric motorsport. QEV Tech sells its electric vans, trucks and buses primarily to businesses and public transport companies seeking to establish or grow their electric fleets, and is focused on serving the urban mobility and last mile delivery markets. Under the ZEROID brand, QEV Technologies offers a zero-emission fleet that includes multiple electric van models, delivery trucks, and electric and hydrogen platforms for buses. QEV Technologies was founded in 2013, and both historically and on an ongoing basis also provides design, engineering and training services to the electric motorsport industry. Building on its history and expertise in electric mobility, the company expanded into the commercial electric vehicle market in 2018 and now has both inhouse and outsourced manufacturing capabilities, having together with its joint venture partner won the tender for a major former Nissan facility in the free trade area of Barcelona in March 2023.
Inside Information
This press release contains or may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).
Important Information
This press release or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This press release or any part of it is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Contact
Basisweg 10, 1043 AP
Amsterdam, the Netherlands
Phone
+ 31 (0) 208 946 270
General enquiries
info@spearinvestments.com
IR enquiries
ir@spearinvestments.com