Milan, 16 January 2024 - VAM Investments SPAC B.V. (the "Company"), a special purpose acquisition company listed on Euronext Amsterdam, in the process of liquidation, announces that the Company's extraordinary general meeting (the "EGM") held earlier today adopted the resolutions to:
(a) dissolve and liquidate the Company and delist the ordinary shares in the capital of the Company (the "Ordinary Shares") and redeemable warrants issued by the Company (the "Warrants") (the "Liquidation Resolution"); and
(b) amend the Company's articles of association to abolish the Company's one-tier board (the "Amendment Resolution").
Further information on the Liquidation Resolution and Amendment Resolution is provided in the Company's shareholder circular (including the convocation of, and agenda for, the EGM) dated 5 December 2023 (the "Circular"), which is available on the Company's website at www.vaminvestments-spac.com/investor-relations.
Capitalised terms used but not defined herein shall have the meaning given thereto in the Circular.
Liquidation Resolution
As a result of the adoption of the Liquidation Resolution, the Company is dissolved with immediate effect and the Ordinary Shares and Warrants will be delisted from Euronext Amsterdam as of 17 January 2024. As announced by the Company on 12 January 2024, the last day of trading of the Ordinary Shares and Warrants is today (the "Last Trading Date").
In addition, the Warrants and the founder warrants embedded in the founder share F1 in the capital of the Company automatically expire without value with immediate effect.
The adoption of the Liquidation Resolution also results in the automatic termination of the letter agreement dated 16 July 2021 between the Company, the Sponsor and the Company's directors.
Amendment Resolution
The Company's articles of association will be amended to abolish the Company's one-tier board, in conformity with the draft deed of amendment prepared by Linklaters LLP, Amsterdam office, which was made available on the Company's website (www.vaminvestments-spac.com/investor-relations). René Abate, Thomas Walker and Beatrice Ballini have further resigned as non-executive directors of the Company with effect as of the execution of the deed of amendment. The Company thanks them for their persistent efforts and dedication during the past years. Going forward the Company will no longer have any non-executive directors performing a supervisory role.
The Tender Offer Buyback
Reference is made to the Company's press release of 12 January 2024 regarding the results of the Tender Offer Buyback. Settlement of the Tender Offer Buyback is anticipated to take place on 31 January 2024, or such earlier or later date as announced by the Company via press release to be published on its website (www.vaminvestments-spac.com). Further details on the (settlement of the) Tender Offer Buyback and payment of any tax refund are provided in the Circular.
Next steps
Ordinary Shareholders who did not participate in the Tender Offer Buyback are still able to contact their relevant financial intermediary and offer their Ordinary Shares for repurchase by the Company. Such repurchase of Ordinary Shares would be subject to the same terms as those for the Tender Offer Buyback.
The Company is currently considering the most suitable structure to achieve that the Company ceases to exist. See the Circular for further information, including about the various options that are available to the Company to achieve this.
Further details on next steps will be communicated to the Company's shareholders (if known) and/or their relevant intermediaries, as the case may be, in accordance with applicable law. In case of any queries, the Company's shareholders are welcomed to reach out to the Company directly via email at info@vaminvestments-spac.com.
ENQUIRIES
Carlo Di Biagio - carlo.dibiagio@vaminvestments-spac.com - +39 02 841 388 00
IMPORTANT LEGAL INFORMATION
THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS AND SPEAK ONLY AS OF THE DATE HEREOF. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE WHETHER OR NOT OUTSIDE THE CONTROL OF THE COMPANY. SUCH FACTORS MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ACCORDINGLY, NO UNDUE RELIANCE SHOULD BE PLACED ON ANY FORWARD-LOOKING STATEMENTS. THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT. NEW RISKS AND UNCERTAINTIES EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE TO PREDICT ALL RISKS AND UNCERTAINTIES, NOR TO ASSESS THE IMPACT THAT THESE FACTORS WILL HAVE ON THE COMPANY. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE AT WHICH THEY ARE MADE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS. FURTHER REFERENCE IS MADE TO THE RISKS AND UNCERTAINTIES REFERRED TO IN THE INTERIM FINANCIAL REPORTS.
(a) dissolve and liquidate the Company and delist the ordinary shares in the capital of the Company (the "Ordinary Shares") and redeemable warrants issued by the Company (the "Warrants") (the "Liquidation Resolution"); and
(b) amend the Company's articles of association to abolish the Company's one-tier board (the "Amendment Resolution").
Further information on the Liquidation Resolution and Amendment Resolution is provided in the Company's shareholder circular (including the convocation of, and agenda for, the EGM) dated 5 December 2023 (the "Circular"), which is available on the Company's website at www.vaminvestments-spac.com/investor-relations.
Capitalised terms used but not defined herein shall have the meaning given thereto in the Circular.
Liquidation Resolution
As a result of the adoption of the Liquidation Resolution, the Company is dissolved with immediate effect and the Ordinary Shares and Warrants will be delisted from Euronext Amsterdam as of 17 January 2024. As announced by the Company on 12 January 2024, the last day of trading of the Ordinary Shares and Warrants is today (the "Last Trading Date").
In addition, the Warrants and the founder warrants embedded in the founder share F1 in the capital of the Company automatically expire without value with immediate effect.
The adoption of the Liquidation Resolution also results in the automatic termination of the letter agreement dated 16 July 2021 between the Company, the Sponsor and the Company's directors.
Amendment Resolution
The Company's articles of association will be amended to abolish the Company's one-tier board, in conformity with the draft deed of amendment prepared by Linklaters LLP, Amsterdam office, which was made available on the Company's website (www.vaminvestments-spac.com/investor-relations). René Abate, Thomas Walker and Beatrice Ballini have further resigned as non-executive directors of the Company with effect as of the execution of the deed of amendment. The Company thanks them for their persistent efforts and dedication during the past years. Going forward the Company will no longer have any non-executive directors performing a supervisory role.
The Tender Offer Buyback
Reference is made to the Company's press release of 12 January 2024 regarding the results of the Tender Offer Buyback. Settlement of the Tender Offer Buyback is anticipated to take place on 31 January 2024, or such earlier or later date as announced by the Company via press release to be published on its website (www.vaminvestments-spac.com). Further details on the (settlement of the) Tender Offer Buyback and payment of any tax refund are provided in the Circular.
Next steps
Ordinary Shareholders who did not participate in the Tender Offer Buyback are still able to contact their relevant financial intermediary and offer their Ordinary Shares for repurchase by the Company. Such repurchase of Ordinary Shares would be subject to the same terms as those for the Tender Offer Buyback.
The Company is currently considering the most suitable structure to achieve that the Company ceases to exist. See the Circular for further information, including about the various options that are available to the Company to achieve this.
Further details on next steps will be communicated to the Company's shareholders (if known) and/or their relevant intermediaries, as the case may be, in accordance with applicable law. In case of any queries, the Company's shareholders are welcomed to reach out to the Company directly via email at info@vaminvestments-spac.com.
ENQUIRIES
Carlo Di Biagio - carlo.dibiagio@vaminvestments-spac.com - +39 02 841 388 00
IMPORTANT LEGAL INFORMATION
THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS AND SPEAK ONLY AS OF THE DATE HEREOF. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE WHETHER OR NOT OUTSIDE THE CONTROL OF THE COMPANY. SUCH FACTORS MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ACCORDINGLY, NO UNDUE RELIANCE SHOULD BE PLACED ON ANY FORWARD-LOOKING STATEMENTS. THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT. NEW RISKS AND UNCERTAINTIES EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE TO PREDICT ALL RISKS AND UNCERTAINTIES, NOR TO ASSESS THE IMPACT THAT THESE FACTORS WILL HAVE ON THE COMPANY. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE AT WHICH THEY ARE MADE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS. FURTHER REFERENCE IS MADE TO THE RISKS AND UNCERTAINTIES REFERRED TO IN THE INTERIM FINANCIAL REPORTS.
