Report Publication Announcement • Mar 21, 2023
Report Publication Announcement
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THIS PRESS RELEASE CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE EU MARKET ABUSE REGULATION.
AMSTERDAM – 21 March 2023 / Pegasus Acquisition Company Europe B.V. ("Pegasus Europe" or the "Company") today published its annual report for the year 2022. The full report can be downloaded from the Investor Relations section of the Pegasus Europe website via the following link.
(https://www.pegasuseurope.com/images/uploads/documents/Annual\_report\_2022.pdf)
Pegasus Europe has also convened its Annual General Meeting ("AGM") to be held on May 2, 2023 at 15:00 hours CEST. The convening notice and corresponding documents can also be found on the Pegasus Europe website via the following link. (https://www.pegasuseurope.com/investor-relations/pace)
The Company will not conclude a Business Combination ahead of the deadline of May 3, 2023 as defined in the Company's IPO prospectus (the "Prospectus") as approved by the Dutch Authority for the Financial Markets (the "AFM") on April 29, 2021.
The co-CEOs of the Company have recommended to the Board of Directors, which has unanimously approved the resolution, that the dissolution and liquidation of the Company (as described below) will be proposed during its AGM in accordance with its Articles of Association as further set out in the convening notice and corresponding AGM documents that will be published today.
Following adoption of the relevant resolution(s) by the AGM and commencement of the liquidation, Jean Pierre Mustier, as Executive Director of the Company, shall assume control of the affairs of the Company until close of the liquidation proceedings, taking into account a statutory creditor opposition period of two months.
Shareholders of Units and Class A Ordinary Shares ("Public Shares") will receive a total liquidation distribution which is currently estimated to be EUR 10 or slightly less. The Founder Shares and all Warrants (as defined in the Prospectus) will not receive any distributions from the Escrow Accounts. The Warrants will expire worthless after the Business Combination Deadline (as defined in the Prospectus).
The liquidation distribution will be made in two tranches.
Firstly, the Company expects to distribute on or before May 11, 2023 a pre-liquidation distribution to each holder of a Public Share based on latest interest rates applied to the Escrow Accounts. The amount per share that Public Shareholders will receive as a pre-liquidation distribution is currently expected to be at EUR 10 or slightly less. The precise amount to be distributed as the pre-liquidation distribution is yet to be finally calculated and will be confirmed once known in a press release expected to be released on or before May 11, 2023.
Secondly, any final liquidation distribution amount will be distributed by the Company in July after the court has confirmed that no creditors have opposed the Company's liquidation. In order to make sure the liquidation costs and potential unpaid claims of creditors including any tax claims (the "Liquidation Payments") will be fully covered, the Company will reserve an amount of €1 million from the Escrow Accounts (the "Reserve") when proceeding with the payment of the preliquidation distributions. The Liquidation Payments will be deducted from the Reserve and the net remaining amount (the "Net Excess") will be paid out to Public Shareholders (the "Final Liquidation Distribution"). The precise amount to be distributed as the Final Liquidation Distribution is yet to be calculated and will be confirmed once known in a press release expected to be released in July, 2023.
The key steps of the dissolution and liquidation of the Company are as follows:
These liquidation distributions will extinguish Shareholders' rights to receive further liquidating distributions, if any.
The timetable below sets forth certain expected key dates for the AGM and the liquidation:
| Event | Date |
|---|---|
| Notice of AGM to shareholders |
March 21, 2023 |
| Record date to attend AGM |
April 4, 2023 |
| AGM | May 2, 2023 |
| Last day of trading |
May 3, 2023 |
| Expected delisting of the Public Shares and Warrants |
May 4, 2024, before opening |
| Record date for liquidation payments ("Liquidation Date") Record |
May 5, 2023, after market |
| Start of the liquidation process |
May 5, 2023 |
| Latest date for the payment of pre-liquidation distributions |
May 11, 2023 |
| Completion of the liquidation of the Company and announcement and payment of final liquation amount |
July, 2023 |
Investor Relations: [email protected]
Media Relations (FinElk): [email protected]
Cornelia Schnepf / Robin Haddrill: +44 7387 108 998 / +44 7920 016 203
General Enquiries: [email protected]
More information about Pegasus Europe, including the Prospectus, can be found on the Pegasus Europe website – www.pegasuseurope.com/investor-relations
This announcement and Pegasus's financial report for the year 2022 referenced in this announcement may include forward-looking statements, which are based on Pegasus's current expectations and projections regarding a Business Combination or liquidation, the business, the economy and other future conditions of Pegasus and speak only as of the date hereof. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', "aims", "forecasts", "continues", ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Pegasus's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Pegasus's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as at the date at which they are made and Pegasus undertakes no obligation to update these forward-looking statements.
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