April 27, 2023
Accor Acquisition Company announces its intention to liquidate after buying back all the Market Shares
The Company has closed its 2022 annual accounts and is making available its annual financial report for the year 2022
On April 27, 2023, the Board of Directors of Accor Acquisition Company (“AAC” or the “Company”; Euronext Paris: AAC) resolved that the Company has not identified a target that meets the criteria defined by the Board, and thus will not complete an Initial Business Combination (or IBC), as defined in AAC's Prospectus approved by the AMF on 26 May 2021 under number 21-180 and in its Articles of Association, before June 1, 2023 (the Initial Business Combination Deadline).
As a result, the Company has decided to proceed with the early buy-back of all of its Market Shares, i.e., 27,702,143 Market Shares, at a unit price of 10 Euros, in accordance with the Articles of Association and the terms and conditions of the Market Shares (and as described in the Prospectus), which entitle the Board of Directors of the Company to decide on and implement such early buy-back where no IBC has been completed before the Initial Business Combination Deadline.
Under the conditions described below, this buy-back will be carried out in full using the funds retained by the Company in the escrow account set up at the time of the listing of the Company's Units on Euronext Paris. It is specified that the escrow account no longer bears negative interest since July 2022 and that the amount credited to the escrow account amounts to 277,021,430 Euros, corresponding to the total subscription price of the Units.
Such buy-back of the Market Shares will be carried out for cancellation and capital reduction purposes, subject to the Company's creditors not objecting to such capital reduction during the legal period of 20 days (or, in the event of objection during this period, to the commercial court's reject thereof).
On June 2, 2023, in accordance with its Articles of Association and the Prospectus and subject to the absence of any objection to the capital reduction from the Company's creditors during the aforementioned legal period, the Board of Directors will acknowledge that no IBC has been completed, will determine the effective date of the Market Shares buy-back and, accordingly, the Company will issue a press release announcing its decision to proceed with such buy-back on the date so determined (the “Final Buy-Back Notice”).
If so, on such date, expected to be June 12, 2023 (subject to the above conditions), the effective buy-back will be carried out for all the Market Shares, without any action being required from the holders of Market Shares: on such date, the centralizing agent will pay to each holder of Market Shares an amount equal to the number of Market Shares it holds multiplied by 10 Euros. All Market Shares will then be immediately bought back and cancelled, by way of capital reduction.
For the purposes of the above transactions, the listing of the Market Shares and the Market Warrants would be suspended as of June 8, 2023, and the Market Shares and the Market Warrants would be delisted by Euronext Paris on June 12, 2023.
An indicative timetable of the next steps is provided below, and will be confirmed as part of the Final Buy-Back Notice.
At the end of these operations, the holders of Founder Shares will meet in a combined general meeting in order to, inter alia, approve the accounts for the financial year ending on 31 December 2022, and to decide on the early dissolution and liquidation of the Company. It is anticipated that upon liquidation, the holders of Founder Shares will not be able to recover the full amount of their contributions to the Company.
As a result of the failure to complete an IBC on the Initial Business Combination Deadline, the Market Warrants and the Founder Warrants will be definitively deprived of any exercise right, and will expire without any value in the context of the forthcoming liquidation, in accordance with their respective terms and conditions, the Company's Articles of Association, the Prospectus and the Company's press release dated May 28, 2021.
AAC also announces today the availability of its annual financial report for the year ended December 31, 2022, filed with the Autorité des marchés financiers (AMF). This report can be viewed and downloaded from the Company's website: Accor Acquisition Company, under the “Regulated Information” section.
The timetable below sets out the contemplated dates for certain important steps in the process outlined, if the conditions set out in this press release are met. It will be confirmed by the Final Buy-Back Notice, if applicable.
|June 2, 2023, after market||Publication of the Final Buy-Back Notice by the Company |
Publication of a market notice by Euronext Paris
|June 8, 2023, before opening||Suspension of the listing of the Market Shares and the Market Warrants on Euronext Paris|
|June 12, 2023, before opening||Delisting of the Market Shares and the Market Warrants by Euronext Paris|
|June 12, 2023||Buy-Back and payment for Market Shares |
Cancellation of the Market Shares, and reduction of the Company's capital
|End of June 2023||General meeting of the Company with the holders of Founder Shares, in particular to decide on the early dissolution and liquidation of the Company|
ABOUT ACCOR ACQUISITION COMPANY
Accor Acquisition Company (“AAC”) is the first European Corporate Special Purpose Acquisition Company (“SPAC”) sponsored by Accor and created for the exclusive purpose of acquiring one or several businesses active in sectors adjacent to Accor's core hospitality business, including Food and Beverage, Flexible Working, Wellness, Entertainment & Events and Travel Technology.