Regalwood Global Energy Ltd. Announces Redemption of Class A Ordinary Shares
December 04 2019 - 4:37PM
Regalwood Global Energy Ltd. (NYSE:RWGE) today announced that its
board of directors (the “Board”) has determined to redeem all of
its outstanding Class A ordinary shares (the “Class A Shares”),
effective as of December 16, 2019, because the Company will not
consummate an initial business combination within the time period
required by its amended and restated memorandum and articles of
association (the “Articles”).
Pursuant to the Articles, if the Company does not consummate an
initial business combination by December 5, 2019, the Company will:
(i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business
days thereafter subject to lawfully available funds therefor,
redeem 100% of the Class A Shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the trust account,
including interest not previously released to the Company to pay
its income taxes (less up to $100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding
Class A Shares, which redemption will completely extinguish rights
of the public shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining public shareholders and
the Board, liquidate, subject in each case to the Company’s
obligations under the Companies Law (as amended) of the Cayman
Islands to provide for claims of creditors and other requirements
of applicable law.
Net of taxes and dissolution expenses, the per-share redemption
price for the public shares is expected to be approximately $10.37
(the “Redemption Amount”).
The Company anticipates that the Class A Shares will cease
trading as of the open of business on December 16, 2019. As of
December 16, 2019, the Class A Shares will be deemed cancelled and
will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the
Class A Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Class A Shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will also cease
trading as of the open of business on December 16, 2019. The
Company’s initial shareholders have waived their redemption rights
with respect to the outstanding Class B ordinary shares issued
prior to the Company’s initial public offering.
The Company expects that The New York Stock Exchange will file a
Form 25 with the U.S. Securities and Exchange Commission to delist
its securities.
About Regalwood Global Energy Ltd.
Regalwood Global Energy Ltd. is an international energy-focused
special purpose acquisition company sponsored by an affiliate of
Carlyle International Energy Partners, L.P., formed as a Cayman
Islands exempted company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. Regalwood Global Energy Ltd. is led by Marcel Q. H. van
Poecke, Chairman of the Board of Directors; Robert Maguire, a
member of the Board of Directors; Brooke B. Coburn, President; and
Kevin R. Gasque, Chief Financial Officer.
Forward Looking Statements
Certain information contained in this press
release may be deemed to constitute forward-looking statements
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events,
including, without limitation, the redemption of the Company’s
public shares. These statements may be preceded by, followed by or
include the words “may,” “might,” “will,” “will likely result,”
“should,” “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or
similar expressions. Such statements are subject to certain risks
and uncertainties that could cause our actual results in the future
to differ materially from the Company’s historical results and
those presently anticipated or projected. The Company wishes to
caution investors not to place undue reliance on any such
forward-looking statements. Any forward-looking statements speak
only as of the date on which such statements are made, and the
Company undertakes no obligation to update such statements to
reflect events or circumstances arising after such date. The
Company assumes no obligation to update forward-looking statements
except to the extent required by applicable securities laws. If the
Company does update one or more forward-looking statements, no
inference should be drawn that the Company will make additional
updates with respect to those or other forward-looking
statements.
Contact:Kevin R. GasqueRegalwood Global Energy
Ltd.Chief Financial Officer202-729-5626
Regalwood Global Energy (NYSE:RWGE)
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