SINGAPORE - Vertex Technology Acquisition Corporation (VTAC) will pay $5.01 per share to shareholders who have exercised their redemption right.
The payment will be made through Central Depository channels on Dec 8, Singapore’s first special purpose acquisition company (Spac) said on Dec 5.
The redemption price is derived from the aggregate amount on deposit in the escrow account as at Dec 5, including non-released interest earned, net of any taxes payable on the interest earned, divided by the number of outstanding shares.
The number of outstanding shares includes the shares held by Venezio and the sponsor, Vertex Venture Holdings, but excludes the promote shares, the Spac noted.
A Spac is created to raise capital through an initial public offering (IPO) for the purpose of acquiring or merging with a private firm.
Venezio and Vertex Venture are both entities linked to Singapore’s investment company Temasek, while Income Insurance, another entity that holds a substantial direct interest in VTAC, is a client of Temasek’s indirect subsidiary Fullerton Fund Management.
VTAC announced on Dec 1 that shareholders have opted to redeem some 26 million shares, about 62.5 per cent of the company’s issued share capital of 41.6 million shares.
Fullerton Fund Management entered into a cornerstone agreement with VTAC during the IPO and subsequently registered Income Insurance as a shareholder.
If all the holdings by Temasek-linked entities are excluded from the calculation – and assuming Income Insurance’s stake was also not among the redeeming shares – the redemption rate goes up to 96.3 per cent. This shows that independent VTAC shareholders are redeeming nearly all their share capital.
VTAC’s business combination with 17Live was passed at an extraordinary general meeting on Dec 1, with a vote of 95.5 per cent in favour. A total of 28.8 million shares were represented in the vote.
The Spac said it will issue special bonus shares to the non-redeeming shareholders, excluding Vertex Co-Investment Fund (Vertex SPV), that held 9.6 million shares as at the record date. This is on top of additional warrants to all non-redeeming shareholders.
To minimise dilution arising from the executive incentive scheme and the special bonus scheme, the sponsor agreed to waive its right to the allotment and issuance of 6.3 million promote shares to Vertex SPV. The maximum number of promote shares the sponsor is entitled to before April 30, 2026, stands at 6.8 million shares, based on the level of redemption, VTAC said.
VTAC suspended the trading of its shares on Nov 28 and resumed it on Dec 4. Its counter was last traded on Nov 24 at $4.79. THE BUSINESS TIMES
