BenevolentAI Share Capital Structure
The Company has issued two classes of shares: A Shares and B Shares.
The A Shares are held by private and institutional investors and listed on the Amsterdam Stock Exchange.
All A Shares rank pari passu with each other and each A Share carries one vote at a general shareholders’ meeting.
The B Shares are not listed on any exchange.
All B Shares rank pari passu with each other and each B Share carries one vote at a general shareholders’ meeting.
Holders of the B Shares have the same shareholder rights as holders of the A Shares, except that:
(i) the B Shares are subject to certain transfer restrictions (as described in more detail below and fully in the Prospectus and the Articles of Association of the Company); and
(ii) the B Shares will automatically convert into A Shares if the closing price of the A Shares for any ten (10) trading days within a thirty (30) trading day period exceeds thirteen euros (€13.00). The B Shares will convert on a one-to-one basis into A Shares.
The Sponsor and Sponsor principals prior to completion of the Business Combination, committed not to transfer, assign, pledge or sell any of the B Shares for a period of three hundred and sixty-five (365) days after the date of completion of the Business Combination or earlier:
(i)during the period commencing one hundred and fifty (150) days post-completion of the Business Combination, the day immediately after the trading day on which the closing price of the A Shares equals or exceeds twelve euros (€12.00) for any twenty (20) trading days within any thirty (30) consecutive trading day period; and
(ii) if after the date of completion of the Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their A Shares for cash, securities or other property.
Details of share transfer restrictions are described fully in the Articles of Association of the Company.
The Company has issued two types of warrants: Public Warrants and Sponsor Warrants.
The Company has issued 10,000,000 Public Warrants. The Public Warrants are traded on the Amsterdam Stock Exchange.
Public Warrants allow holders to subscribe for A Shares. The Public Warrants are exercisable at any time and will expire five (5) years from the date of completion of the Business Combination, i.e. 22 April 2027, or earlier upon redemption by the Company or liquidation.
Each whole Public Warrant entitles the registered holder to purchase one A Share at an exercise price of eleven euros and fifty cents (€11.50) per A Share, subject to the adjustments described in the Prospectus. A holder of Public Warrants may exercise its Public Warrants only for a whole number of A Shares.
The Public Warrants are redeemable by the Company under certain circumstances, for example by way of notice if the price of the A Shares exceeds eighteen euros (€18.00) or with the consent of the Sponsor if the price of the A Shares exceeds ten euros (€10.00) but is less than eighteen euros (€18.00), provided all criteria for redemption are met. Details of redemption of Public Warrants by the Company are described fully in the Prospectus.
6,600,000 Sponsor warrants are held by the Sponsor and the Anchor Investors as set out in the Prospectus. The Sponsor Warrants are not listed on any exchange.
Sponsor Warrants allow holders to subscribe for A Shares. The Sponsor Warrants are exercisable at any time and will expire five (5) years from the date of completion of the Business Combination, i.e. 22 April 2027, or earlier upon redemption by the Company (under limited circumstances as set out in the Prospectus) or liquidation.
Each whole Sponsor Warrant entitles the registered holder to purchase one A Share at an exercise price of eleven euros and fifty cents (€11.50) per A Share, subject to the adjustments described in the Prospectus. A holder of Sponsor Warrants may exercise its Sponsor Warrants only for the whole number of A Shares.
The Sponsor Warrants are not redeemable by the Company as long as they are held by the Sponsor, the Anchor Investors or any of their Permitted Transferees. However, once the Sponsor Warrants are transferred (other than to Permitted Transferees), the Company may redeem the Sponsor Warrants with the consent of the holder if the price of the A Shares exceeds €10.00 but is less than €18.00, provided all criteria for redemption are met. Details of limited redemption of Sponsor Warrants by the Company are described fully in the Prospectus.