Share Issue/Capital Change • Jul 31, 2023
Share Issue/Capital Change
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS
GLOBAL INTERCONNECTION GROUP LIMITED ("GLOBAL INTERCONNECTION GROUP", "GIG" or the "Company")
in respect of GLOBAL INTERCONNECTION GROUP Ordinary Shares ISIN Code GG00BMB5XZ39 XAMS : CABLE
GLOBAL INTERCONNECTION GROUP Public Warrant Holders ISIN Code GG00BMB5XY22 XAMS : GIGWT
Publication of information regarding
the Intended Appointment of Gérard Lamarche
Substantial Share Trades
Warrant Exercise and / or Redemption Instructions
28 July 2023
Holders of GIG Ordinary Shares and GIG Public Warrants should read this release in its entirety and refer also to the Announcement of 11th July 2023.
We are pleased to announce that the Board of Global InterConnection Group Limited intend to appoint Gérard Lamarche as a director. Gérard has substantial and recognised experience as a senior executive of large companies in the energy sector and as financial holding companies. He was notably CFO of Engie; managing director of NALCO; and co-CEO of Groupe Bruxelles Lambert. He has served also as board member of Total, Tractebel, Electrabel, International Power and Distrigaz.
GIG has been asked to inform the market that the following trades in GIG Ordinary Shares were notified today, 28 July 2023:
| Price per GIG Ordinary |
|---|
| Share £11.655 |
| Long | Term | Assets | Truell Conservation |
498,678 | £11.655 |
|---|---|---|---|---|---|
| Limited | Foundation | ||||
| Long | Term | Assets | PSF Capital Reserve L.P. | 2,876,487 | £11.655 |
| Limited | (acting by its general |
||||
| partner, Pension SuperFund | |||||
| Capital GP II Limited) |
together, the "Trades".
As a result of the Trades, Long Term Assets Limited now hold 8,862,419 Ordinary Shares which represents 48.74% of the issued share capital of the Company.
Please note that, inter alia:
Long Term Assets has appointed Disruptive Capital GP Limited as its Investment Manager; which is owned inter alia by a UK registered charity whose trustees are affiliates of, and has common directors with, the Company, including Edmund Truell and Roger le Tissier.
The following members of the board, management and Concert Party have given notice of their intention to redeem their holdings of GIG Public Warrants in a Cashless Redemption
The table summarises the net return that GIG Public Warrants may be expected to receive in the Exercise and the Redemption.
| Cash payment by GIG | GIG Public Warrant Holder | Net Return | |
|---|---|---|---|
| Public Warrant Holder | receives per GIG Public Warrant | ||
| Exercise | £7.00 | - One GIG Ordinary Share | + £9.655 |
| priced1 at £11.655 | |||
| - A fraction of a 2056 GreenBond to | |||
| the value of £5.00 | |||
| Cashless Redemption | nil | 0.261 GIG Ordinary Share | + £3.04(1) |
| priced2 at £3.04(1) |
(1) subject to rounding downwards to the to the nearest whole number of GIG Ordinary Shares
If you wish to participate in the Exercise, you must make this known to your bank and broker. In order for GIG Public Warrants to be validly exercised, NO LATER THAN 17:40 CEST ON 24 AUGUST 2023:
If you wish to participate in the Redemption, you must make this known. In order for GIG Public Warrants to be validly
1 Using the price per GIG Ordinary Share at the Business Combination as an example. There is no guarantee that the GIG Ordinary Shares will be trading at this level at the time of the Exercise.
2 Using the price per GIG Ordinary Share at the Business Combination as an example. There is no guarantee that the GIG Ordinary Shares will be trading at this level at the time of the Exercise.
GIG Public Warrant Holders may also elect not to receive their entitlement to 0.261 GIG Ordinary Share in connection with the Redemption. In order to effectuate such election, GIG Public Warrant Holders should make this known to VLK by email to [email protected] by 17:40 CEST on 24 August 2023. If a GIG Warrant Holder makes such election, such GIG Warrant Holder shall not be entitled to receive any alternative consideration (in cash or otherwise).
Global InterConnection Group ("GIG"), comprising Global InterConnection Group Limited and its subsidiaries, is a platform for the manufacturing, development, operation, and ownership of interconnectors and other power transmission assets, with three interlocking divisions: (i) a portfolio of interconnector operating assets and projects; (ii) High Voltage Direct Current ("HVDC") cable manufacturing to supply grid upgrades and our interconnector projects, and (iii) ancillary services, such as commissioning and overseeing the design, planning and operational management for grids and interconnectors. Interconnectors are power cables connecting different countries' electricity grids, as a means of improving energy security by expediting the transmission of energy internationally from where it is generated to where it is needed.
As the world transitions to a NetZero future, and with recent stark reminders of the importance of energy security, interconnectors are recognised as a central component to countries' energy strategies as interconnected grids are more efficient and able to respond to market stress. As the world transitions towards a NetZero future, growing electricity demand and increased dependence on intermittent power sources requires grids that are strong, flexible, and interconnected.
The nucleus of this platform is the Global InterConnection Group board which comprises: Edmund Truell (Executive Chairman) and non-executive directors Jennie Younger, Luke Webster, Richard Pinnock and Roger Le Tissier; and special advisers: Chris Sturgeon and Kari Stadigh. They oversee Global InterConnection Group's Advanced Cables and Global InterConnectors divisional boards and management, supported by a design, planning and operations division, Global InterConnection Group Services together with expert advisers and partners such as RTE International (the arm of Europe's largest grid operator), Afry, Aecom, and Red Penguin.
Global InterConnectors is buying and building up a portfolio of European interconnectors. Its first project is Atlantic SuperConnection, which is developing a 1,708 km interconnector project, where the technical feasibility work has now been done to build a 1,800 MW interconnector between Iceland and the UK; and a valuable connection agreement secured near Hull, England.
Advanced Cables is developing a 1,600 km/year capacity HVDC cable manufacturing facility in the North-East of England in two phases, with strong support from the UK government. Global InterConnection Group has signed a memorandum of understanding which paves the way for Advanced Cables to address the shortage of HVDC subsea cable, where demand far outstrips supply and order books are full for several years to come. The partner is then bringing to bear their world-class technology and experience.
Further details are available at www.globalinterconnectiongroup.com.
For more information, please contact:
Company enquiries to:
[email protected] or [email protected]
First Floor, 10 Lefebvre Street St Peter Port Guernsey GY1 2PE
James Culverhouse EQ [email protected] +44 20 7223 1100 / +44 7912 508 322
[______], 2023
For the Attention of:
Global InterConnection Group Limited
Van Lanschot Kempen N.V. ("Van Lanschot Kempen")
I/We are submitting ____________________________________ GIG Public Warrants for
Exercise at a cash price of £7.00 per GIG Public Warrant, to receive one GIG Ordinary Share + 2056 Greenbonds to the value of £5.00.
I will transfer the necessary funds on or before 24th August 2023 to:
| EuroClear Bank | |
|---|---|
| Sort Code | 40-05-15 |
| A/C number | 37344096 |
| Directory | All Payees |
| Payee short name | Kempen |
| CHAPS details | Kempen re HBK |
| FFC 99546 | |
| BIC Code KEMPNL2AXXX | |
Or [delete as appropriate]
Redeem GIG Public Warrants in a 'cashless exercise' so as to receive 0.261 Shares per Warrant
In connection with our submitting our GIG Public Warrants (as defined below) of Global InterConnection Group Limited (the "Company"), I have represented, warranted, undertaken and agreed to the Company and VLK that:
Very truly yours,
| By: _________ | |
|---|---|
| (Signature) | |
| _________ | |
| (Name) | |
| _________ | |
| (Institution) | |
| _________ (Address) |
|
| _________ | |
| (Country) | |
| _________ | |
| (Phone) | |
| _________ | |
| (email) | |
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