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Everarc Holdings Limited

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Everarc Holdings Limited This Document comprises a prospectus relating to EverArc Holdings Limited (the “Company”) prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. Application has been made to the FCA for all of the ordinary shares in the Company (issued and to be issued in connection with the Placing) (the “Ordinary Shares”) and all of the Warrants to be admitted to the Official List of the FCA (the “Official List”) by way of a Standard Listing under Chapters 14 and 20, respectively of the listing rules published by the FCA under section 73A of FSMA as amended from time to time (the “Listing Rules”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Ordinary Shares and Warrants to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares and Warrants will commence, at 8.00 a.m. on 17 December 2019. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES AND WARRANTS, AS SET OUT IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS DOCUMENT. The Directors, whose names appear on page 31, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import. EVERARC HOLDINGS LIMITED (incorporated in the British Virgin Islands in accordance with the laws of the British Virgin Islands with number 2025707) Placing of 34,000,000 New Ordinary Shares of no par value (with Warrants being issued to subscribers of New Ordinary Shares in the Placing on the basis of one Warrant per Ordinary Share) at a placing price of $10.00 per Ordinary Share and admission to the Official List of 34,030,000 Ordinary Shares of no par value and 34,030,000 Warrants (by way of a Standard Listing under Chapters 14 and 20, respectively of the Listing Rules) and to trading on the London Stock Exchange’s main market for listed securities Joint Global Co-ordinators and Joint Bookrunners MORGAN STANLEY UBS Morgan Stanley & Co. International plc and UBS AG London Branch (each a “Placing Agent” and collectively the “Placing Agents”) have been appointed as Joint Global Co-ordinators and Joint Bookrunners in connection with the Placing. Morgan Stanley is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the FCA and the PRA in the United Kingdom. UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. Morgan Stanley and UBS act exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible or liable to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Placing and Admission and / or any other matter referred to in this Document. The Placing Agents will not regard any other person (whether or not a recipient of this Document) as a client in relation to the Placing or Admission, and shall not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this Document. This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares and Warrants in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company and/or the Placing Agents. The Ordinary Shares and Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares and Warrants may not be offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The Ordinary Shares and Warrants may be offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States only to certain “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act (“Accredited Investors”) or QIBs as defined in Rule 144A or in reliance on another exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. The Ordinary Shares and Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. There will be no public offer of the Ordinary Shares and Warrants in the United States. Investors are hereby notified that sellers of the Ordinary Shares and Warrants may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Company is not and does not intend to become an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”), and is not engaged and does not propose to engage in the business of investing, reinvesting, owning, holding or trading in securities. Accordingly, the Company is not and will not be registered under the U.S. Investment Company Act and Investors will not be entitled to the benefits of the U.S. Investment Company Act. The date of this Document is 12 December 2019. CONTENTS SUMMARY . 2 RISK FACTORS . 9 CONSEQUENCES OF A STANDARD LISTING . 24 IMPORTANT INFORMATION . 25 EXPECTED TIMETABLE OF PRINCIPAL EVENTS . 30 PLACING STATISTICS . 30 DIRECTORS, AGENTS AND ADVISERS . 31 PART I INVESTMENT OPPORTUNITY AND STRATEGY . 32 PART II THE FOUNDERS . 38 PART III THE COMPANY, ITS BOARD AND THE ACQUISITION STRUCTURE . 42 PART IV THE PLACING . 46 PART V SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES . 53 PART VI FINANCIAL INFORMATION ON THE COMPANY . 57 PART VII TAXATION . 60 PART VIII ADDITIONAL INFORMATION . 72 PART IX TERMS & CONDITIONS OF THE WARRANTS . 95 PART X NOTICES TO INVESTORS . 101 PART XI DEPOSITARY INTERESTS . 111 PART XII DEFINITIONS . 114 1 SUMMARY SECTION A—INTRODUCTION Introductory information The legal and commercial name of the issuer is EverArc Holdings Limited. The Company’s registered office is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands and its legal entity identifier (LEI) is 213800HX5NY11VG7GW55. The Ordinary Shares will be registered with ISIN number VGG3218K1003 and SEDOL number BL4KJD8. The Warrants will be registered with ISIN number VGG3218K1185 and SEDOL number BL4KKT1. The competent authority approving this Document is the FCA (Company number 01920623) who can be contacted at FCA Head Office, 12 Endeavour Square, London E20 1JN. The FCA approved this Document on 12 December 2019. Warning to investors This summary should be read as an introduction to this Document. Any decision to invest in the Ordinary Shares and Warrants should be based on consideration of this Document as a whole by the investor. The investor could lose all or part of the invested capital as a result of investing in the securities. Where a claim relating to the information contained in this Document is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating this Document before legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of this Document, or it does not provide, when read together with the other parts of this Document, key information in order to aid investors when considering whether to invest in such securities. SECTION B—KEY INFORMATION ON THE ISSUER Who is the issuer of the securities? The Company The Company was incorporated on 8 November 2019 with limited liability under the laws of the British Virgin Islands under the BVI Companies Act, with number 2025707. Its LEI number is 213800HX5NY11VG7GW55. Current operations/principal activities Introduction Other than as set out below, the Company does not have any current operations or principal activities, no products are sold or services performed by the Company and the Company does not operate or compete in any specific market. The Company was formed to undertake an acquisition of a target company or business.
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