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")
Holders of Global InterConnection Group Ordinary Shares and Global InterConnection Group Public Warrants should read this release in its entirety and refer also to the Announcement of 11th July 2023.
The following members of the board, management and Concert Party have given notice of their intention to Exercise their holdings of GIG Public Warrants
Truell Conservation Foundation 51,328 warrants Truell Intergenerational Family Limited Partnership Inc 1,172 warrants Disruptive Capital GP Limited 155 warrants Kari Stadigh 23,438 warrants John Loveless 781 warrants
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 Public Warrant Holder |
GIG Public Warrant Holder receives per GIG Public Warrant |
Net Return |
|
|---|---|---|---|
| Exercise | £7.00 | Š One GIG Ordinary Share priced1 at £11.655 Š A fraction of a 2056 GreenBond to the value of £5.00 |
+ £9.655 |
| Cashless Redemption | nil | 0.261 GIG Ordinary Share priced2 at £3.04(1) |
+ £3.041 |
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:
Cedriane de Boucaud 28,750 warrants Clos du Valle Investments Limited 5,313 warrants
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:
(i) such GIG Public Warrants must be delivered to Van Lanschot Kempen N.V. ("VLK") as agent to the Company for the GIG Public Warrants held through Euroclear Nederland;
(ii) payment in full must be made to VLK of £7.00 in cash for each GIG Public Warrant exercised, as well as of any and all applicable taxes due in connection with the exercise of those GIG Public Warrants, the exchange of those GIG Public Warrants for the GIG Ordinary Shares and 2056 GreenBonds and the issuance of such GIG Ordinary Shares and 2056 GreenBonds; and
(iii) a "Warrant Holder Representation Letter" in the form set forth in Appendix 1 of this press release, duly completed and executed by the relevant GIG Public Warrant Holder, must be delivered to VLK at the following email address: [email protected].
If you wish to participate in the Redemption, you must make this known. In order for GIG Public Warrants to be validly
(iv) such GIG Public Warrants must be delivered to Van Lanschot Kempen N.V. ("VLK") as agent to the Company for the GIG Public Warrants held through Euroclear Nederland;
(v) a "Warrant Holder Representation Letter" in the form set forth in Appendix 1 of this press release, duly completed and executed by the relevant GIG Public Warrant Holder, must be delivered to VLK at the following email address: [email protected].
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).
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.
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 nonexecutive directors Jennie Younger, Luke Webster, Richard Pinnock and Roger Le Tissier; and special advisers: Chris Sturgeon, Michael Ridley 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
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:
At the time of transfer of the GIG Public Warrants to VLK I will:
Very truly yours, By: (Signature) (Name) (Institution) (Address) (Country) (Phone) (email) 1 subject to rounding downwards to the to the nearest whole number of GIG Ordinary Shares
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