Material Change in SPAC Promoters and SPAC Directors
In the event of a material change in: (1) any SPAC Promoter who, alone or together with its close associates, controls or is entitled to control 50% or more of the Promoter Shares in issue (or where no SPAC Promoter controls or is entitled to control 50% or more of the Promoter Shares in issue, the single largest SPAC Promoter); (2) any SPAC Promoter referred to in rule 18B.10(1); (3) the eligibility and/or suitability of a SPAC Promoter referred to in (1) or (2); or (4) a director referred to in rule 18B.13, the continuation of the SPAC following such a material change must be approved by:
(a) a special resolution of the shareholders of the SPAC at a general meeting (on which the SPAC Promoter(s) and their respective close associates must abstain from voting) within one month from the date of the material change; and
(b) the Exchange.
Note 1: For the purpose of rule 18B.32(1) and (2), a material change includes but is not limited to:
(a) the departure or addition of a SPAC Promoter; and
(b) a change in control of a SPAC Promoter.
Note 2: For the purpose of rule 18B.32(3), a material change includes but is not limited to:
(a) the suspension or revocation of a SPAC Promoter’s licence(s) issued by the Commission; and
(b) breaches of laws, rules and regulations and any other matters bearing on the integrity and/or competence by a SPAC Promoter.
Note 3: For the purpose of rule 18B.32(4), a material change includes but is not limited to the suspension or revocation of such director’s licence(s) issued by the Commission and/or resignation of such director, unless a replacement director is appointed within six months of the event to ensure compliance with rule 18B.13. Such an appointment can be one that is made to fill a casual vacancy and is subject to an election by SPAC shareholders at the first annual general meeting following the appointment.
Note 4: The Exchange retains the discretion to determine whether an event constitutes a material change. This may depend upon the manner in which a SPAC is managed and controlled, and the nature of the change (e.g. a simultaneous change in multiple SPAC Promoters that, in aggregate, hold 50% or more of the Promoter Shares would constitute a material change). If there is any uncertainty as to whether an event constitutes a material change, a SPAC should consult the Exchange as soon as possible.
Note 5: No written shareholders’ approval will be accepted in lieu of holding the general meeting referred to in rule 18B.32(a).
Prior to the vote on the continuation of the SPAC following a material change referred to in rule 18B.32, shareholders of the SPAC (other than holders of Promoter Shares) must be given the opportunity to elect to redeem their shares in accordance with rule 18B.57.