All warrants must, prior to the allotment, issue, or grant thereof by a SPAC, be approved:
(1) by the Exchange; and
(2) in the case of warrants proposed to be allotted, issued or granted by a SPAC after its listing, by SPAC shareholders in a general meeting.
Note: For the avoidance of doubt, SPAC Promoters and their close associates will be regarded by the Exchange as having a material interest in resolutions regarding the allotment, issue and/or grant of Promoter Warrants to them and must abstain from voting at the general meeting referred to in rule 18B.21(2).
Each warrant allotted, issued or granted by a SPAC must:
(1) have an exercise price representing at least a 15% premium to the issue price of the SPAC Shares that it issued at its initial listing;
(2) have an exercise period that commences after the completion of a De-SPAC Transaction;
(3) expire not less than one year and not more than five years from the date of the completion of a De-SPAC Transaction, and must not be convertible into further rights to subscribe for securities which expire less than one year or more than five years after the date of the completion of a De-SPAC Transaction; and
(4) only result in the issuance of shares in a Successor Company upon exercise.
The number of shares to be issued upon exercise of all outstanding warrants issued or granted by a SPAC must not, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 50% of the number of shares in issue at the time such warrants are issued.
Note: The reference to “the number of shares in issue” in this rule includes Promoter Shares issued by a SPAC.
Rule 15.02 does not apply to a SPAC.