THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
VANCOUVER, BC / ACCESSWIRE / December 15, 2022 / Serendipity SPC - Trimble Fund SP (the "Acquiror") announced today that it has filed an early warning report under National Instrument 62-103 in connection with the closing by Final Bell Holdings International Ltd. (the "Issuer") of the a previously announced share exchange with Final Bell Holdings, Inc. ("FBH") pursuant to a share exchange agreement with FBH and the shareholders of FBH dated as of October 12, 2021, as amended (the "Share Exchange"). In connection with the Share Exchange, among other things, the Acquiror exchanged each one of its indirectly held common shares in the capital of FBH for 0.69576 of a Class B proportionate voting share of the Issuer (each, a "Proportionate Voting Share").
The Share Exchange was completed together with two other transactions comprising a business combination, pursuant to which the Issuer issued an aggregate of 2,375,950 Proportionate Voting Shares and 4,453,609 Class A subordinate voting shares of the Issuer ("Subordinate Voting Shares"). The Proportionate Voting Shares provide the holder thereof with one hundred (100) votes per share, while the Subordinate Voting Shares provide the holder thereof with one (1) vote per share. Each Proportionate Voting Share is convertible, subject to certain conditions, into 100 Subordinate Voting Shares.
Pursuant to the Share Exchange, among other things, in exchange for its indirectly held common shares in FBH, the Acquiror received an aggregate of 505,903 Proportionate Voting Shares, representing approximately 21.3% of the issued and outstanding Proportionate Voting Shares (or 19.7% of the issued and outstanding Subordinate Voting Shares assuming conversion in full of all Proportionate Voting Shares). Prior to the Transaction, the Acquiror did not hold any Proportionate Voting Shares or other securities of the Issuer.
While the Acquiror currently has no plans or intentions with respect to the Proportionate Voting Shares held, depending on market conditions, general economic and industry conditions, trading prices of the Issuer's securities, the Issuer's business, financial condition and prospects and/or other relevant factors, the Acquiror may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Proportionate Voting Shares or other securities of the Issuer.
A copy of the early warning report filed by the Acquiror will be available under the Issuer's profile on SEDAR at www.sedar.com. The Issuer's head office is located at c/o 1000 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2.
This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of an early warning report filed by the Acquiror in connection with such requirements is available under the Issuer's profile at www.sedar.com. Please refer to such report for further information regarding the transaction described in this press release.
Serendipity SPC - Trimble Fund SP
Campbells Corporate Services Limited
Floor 4, Willow House
Cricket Square
Grand Cayman, KY1-1090
Cayman Islands
Attention: Steve Knabl
Phone number: +65 6887 5790
SOURCE: Final Bell Holdings International Ltd.