HONG KONG & SINGAPORE & AUCKLAND, New Zealand, November 29, 2021–(BUSINESS WIRE)–Tricor Group (Tricor), Asia’s leading business expansion specialist, has received regulatory approval and completed its acquisition of NZGT Holding Company Limited (NZGT Holdings) together with its wholly owned subsidiaries The New Zealand Guardian Trust Company Limited(Guardian Trust) and Covenant Trustee Services Limited (Covenant) from Complectus Limited on November 25, 2021.
Tricor is the largest pure-play corporate services platform in Asia Pacific, serving over 50,000 client entities across its 21-market footprint. A positive move for Guardian Trust and Covenant, this acquisition will see the group and its New Zealand clients benefit from Tricor’s significant financial backing and global best practices.
Guardian Trust and Covenant are the leading providers of corporate supervisory services with over NZ$250 billion in funds under supervision. Guardian Trust has operated in New Zealand for over 125 years. Guardian Trust and Covenant will continue to grow its team and capabilities through further investment by Tricor Group. Day to day operations remain unchanged.
Tricor’s Global Corporate Trust business will operate and serve clients across five global markets including Hong Kong SAR, Beijing, Singapore, the UK and New Zealand.
Lennard Yong, Tricor Group CEO, said: “I am pleased to welcome Guardian Trust and Covenant to Tricor Group. This acquisition broadens our footprint in ANZ and places Tricor in an enhanced position to better serve our clients. The addition of Guardian Trust and Covenant significantly strengthens Tricor’s global corporate trust practice with market-leading and differentiated trust solutions in New Zealand and across Australasia and Asia-Pacific. We are very grateful for the approval to be stewards of these two leading institutions. Our goal is to support the management team led by Harry Koprivcic and to grow these businesses within their respective markets and to add to our regional corporate trust platform in Asia Pacific.”
David Naphtali and Jonathan Hatch, Co-Managing Directors of Madison Pacific, A Tricor Company, leading the integration of Guardian Trust and Covenant into the Tricor Corporate Trust Business Division, said: “We look forward to working with the fantastic team to bolster the corporate trust solutions we can provide our corporate clients across Asia Pacific and the UK.”
Harry Koprivcic, CEO of NZGT Holdings, said: “As a leading corporate trustee in New Zealand, we are starting a new chapter by becoming part of a large global entity. Enhanced by the capabilities of Tricor, we will continue to deliver exceptional corporate solutions to our clients.”
About Tricor Group
Tricor Group (Tricor) is Asia’s leading business expansion specialist, with global knowledge and local expertise in business, corporate, investor, human resources & payroll, corporate trust & debt services, and governance advisory. Tricor provides the building blocks for clients’ business growth, from incorporation to IPO. Tricor has had a rapid expansion through organic growth and development as well as partnerships, mergers and acquisitions. The Group today has ~50,000 clients globally (including ~20,000 clients in Mainland China), a staff strength of over 2,800 and a network of offices in 47 cities across 21 countries / territories. Our client portfolio includes over 2,000 listed companies in Hong Kong SAR, Mainland China, Singapore and Malaysia, and more than 40{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of the Fortune Global 500 companies, as well as a significant share of multinationals and private enterprises operating across international markets.
Complectus was established in 2014 and is the dominant and most innovative fiduciary services group in the New Zealand market.
About Guardian Trust and Covenant
Guardian Trust and Covenant have a market-leading position and are experienced in all aspects of corporate trust work. They are leading providers of corporate trustee services to the New Zealand market. Guardian Trust has been recognized by KangaNews as the leading provider of trustee services by being awarded the New Zealand Trustee of the Year for four years running.
HONG KONG SAR (GROUP OFFICE) Sunshine Farzan Tricor Services Limited Group Head of Marketing & Communications Tel: +852 2980 1261 Email: Sunshine.Farzan@hk.tricorglobal.com
NEW ZEALAND Laura Air Alexander PR Group Account Director Tel: +64 21 259 3242 Email: laura@alexanderpr.co.nz
Deal is designed to accelerate eCombustible Energy’s go-to-market strategy
eCombustible Energy has developed a customizable hydrogen-based fuel production technology that provides on-site fuel delivery under long-term fuel supply agreements
eCombustible Energy’s fuel technology is applicable to a large variety of stationary thermal applications, requires little to no modification to customers’ existing thermal power equipment (e.g., boiler or kiln), and the eCombustible fuel contains no carbon
eCombustible Energy fuel production modules are built, installed, owned, operated, and maintained onsite by eCombustible Energy
Global organizations in the mining, steel, tile, beverage, hospitality and tire sectors have shown strong interest in the eCombustible fuel solution, with several under contract and a number under MOU to integrate eCombustible fuel into their operations
Securityholders of eCombustible Energy to receive shares of common stock with a value of $805 million, subject to adjustment, plus an earnout of up to 59 million additional shares
Combined company expected to trade on Nasdaq under the symbol “ECEC”; the transaction is subject to regulatory and shareholder approval and other customary closing conditions
MMIAMI, FL / ACCESSWIRE / November 24, 2021 / Yesterday, Benessere Capital Acquisition Corp. (Nasdaq:BENE), a special purpose acquisition company (“Benessere”), and eCombustible Energy LLC, a leading innovator and provider of customizable hydrogen-based fuel for thermal industrial applications (“eCombustible Energy”), announced that the companies have entered into a definitive business combination agreement, providing for a business combination that will result in eCombustible Energy becoming a public listed company, subject to regulatory and stockholder approval and other customary closing conditions. Upon completion of the proposed transaction, the combined company is expected to operate under the name eCombustible Energy Corp. and list on Nasdaq Capital Market under the ticker symbol “ECEC”.
Founded in 2010 by Miami-based entrepreneur and investor Jorge Arevalo, eCombustible Energy offers a long-term fuel supply solution that is designed to provide the world’s most fossil fuel-dependent industries with a fuel that is carbon-free, cost-competitive, and requires little to no modification to existing customer equipment. The efficacy of its hydrogen-based fuel, eCombustible, has been validated through testing and independent assessments by third-party engineering firms and experts.
“We believe a carbon-free future will best be achieved on a win-win basis, with fossil fuel-reliant industries being empowered to transition to clean and renewable energy solutions without crippling investments,” said eCombustible Energy CEO, Jorge Arevalo. “This business combination is intended to fuel the acceleration and adoption of eCombustible, and we are confident that we can help many of the world’s largest industrial companies’ transition to our carbon-free fuel and advance ESG objectives in a seamless, viable, and impactful way.”
Benessere is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with technology-focused, middle-market and emerging-growth companies in North, Central and South America. Led by CEO Patrick Orlando, Benessere was drawn to eCombustible Energy given the immense need for and potential of decarbonizing industries.
“The transition away from carbon containing fuel towards hydrogen and other clean fuel technologies has been underway for several years; however, the applicability of hydrogen as an alternative is nascent. eCombustible has not only focused on producing hydrogen efficiently but also making hydrogen a true solution for applications including fixed thermal applications. Thermal energy is foundational to a multitude of industrial applications and we believe eCombustible presents a unique solution with the potential to accelerate the transition to a lower carbon energy future,” said Patrick Orlando, CEO of Benessere. “We are excited to work with the eCombustible Energy team in an attempt to enhance value across the company, industry, public shareholders and society.”
For more information about eCombustible Energy, please visit www.ecombustible.com.
Transaction Overview
Benessere raised $115 million in its initial public offering earlier this year, and approximately $116.5 million is now held in a trust account for the benefit of Bennessere’s public stockholders. Under the terms of the proposed transaction announced today, a newly formed successor to Benessere will issue shares of its common stock with an aggregate value of $805 million, subject to adjustment, to current securityholders of eCombustible Energy upon the closing of the proposed transaction. These eCombustible Energy securityholders may also receive, subject to the terms of the business combination agreement, up to an additional 59 million shares of Benessere common stock based on the daily volume weighted average share price of the combined company’s common stock in any 20 trading days within a 30 trading day period beginning on the closing of the transaction and ending on the 30-month anniversary of the closing, as follows: 29.5 million shares if the share price exceeds $12.50 prior to such 30-month anniversary and an additional 29.5 million shares if the share price exceeds $15.00 prior to such 30-month anniversary.
The transaction is subject to approval by stakeholders of Benessere and eCombustible Energy and other customary closing conditions, including applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov. The description of the business combination contained herein is only a summary and is qualified in its entirety by reference to the definitive business combination agreement. In addition, Benessere intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of Benessere, and will file other documents regarding the proposed business combination with the SEC.
Additional Information and Where to Find It
In connection with the business combination agreement and the proposed business combination, Benessere intends to file with the SEC a Registration Statement, which will include a proxy statement/prospectus. Benessere’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about Benessere, eCombustible Energy, the merger agreement and the business combination. When available, the definitive proxy statement/prospectus and other relevant materials for the business combination will be mailed to stockholders of Benessere as of a record date to be established for voting on the business combination. Stockholders of Benessere will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Benessere Capital Acquisition Corp., 78 SW 7th Street, Unit 800, Miami, FL 33130.
Participants in the Solicitation
Benessere, eCombustible Energy and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Benessere’s stockholders with respect to the proposed business combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of Benessere’s directors and officers in Benessere’s filings with the SEC, including the Registration Statement, and such information with respect to eCombustible Energy’s directors and executive officers will also be included in the Registration Statement.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Benessere and eCombustible Energy, including without limitation statements regarding the anticipated benefits of the business combination, the anticipated timing of the closing of the business combination, the implied enterprise value and pro forma ownership, future financial condition and performance of eCombustible Energy and the combined company after the closing and expected financial impacts of the business combination, the satisfaction of closing conditions to the business combination, the level of redemptions of Benessere’s public stockholders, the potential benefits of eCombustible Energy’s solution for customers and potential customers, and the products and markets and expected future performance and market opportunities of eCombustible Energy. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of Benessere’s securities, (ii) the risk that the business combination may not be completed by Benessere’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Benessere, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the business combination agreement by the stockholders of Benessere, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (v) the failure to achieve the minimum amount of cash available following any redemptions by Benessere stockholders, (vi) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions, (vii) the effect of the announcement or pendency of the business combination on eCombustible Energy’s business relationships, operating results, prospects and business generally, (viii) risks that the proposed business combination disrupts current plans and operations of eCombustible Energy, (ix) the outcome of any legal proceedings that may be instituted against eCombustible Energy or against Benessere related to the business combination agreement or the proposed business combination, (x) changes in the energy markets in which eCombustible Energy competes, including with respect to its competitive landscape, technology evolution or regulatory changes, (xi) changes in domestic and global general economic conditions, (xii) the risk that eCombustible Energy is not able to recognize revenue for its products or secure additional contracts that generate revenue, (xiii) risk that eCombustible Energy may not be able to execute its growth strategies; (xiv) risks related to the ongoing COVID-19 pandemic and response, (xv) risk that eCombustible Energy may not be able to develop and maintain effective internal controls, (xvi) costs related to the business combination and the failure to realize anticipated benefits of the business combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xvii) risks related to competition in the markets in which eCombustible Energy intends to compete, (xviii) risks related to the early stage of eCombustible Energy’s business, and (xix) and those factors discussed in Benessere’s filings with the SEC and that that will be contained in the Registration Statement relating to the proposed business combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement and other documents to be filed by Benessere from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Benessere and eCombustible Energy may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of Benessere or eCombustible Energy gives any assurance that Benessere or eCombustible Energy, or the combined company, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
About Benessere Capital Acquisition Corp.
Benessere Capital Acquisition Corp. (Nasdaq:BENE) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Benessere’s strategy is to identify and complete business combinations with technology-focused middle market and emerging growth companies in North, Central and South America. For more information, please visit www.benespac.com.
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MEDIA CONTACT Isys Caffey-Horne Isys@stripetheory.com 404-368-7070
The post-combination combined company is expected to trade on the NASDAQ after closing under the same ticker symbol
AGBA Acquisition Limited (“AGBA”) has entered into a business combination agreement with TAG Holdings Limited (“TAG”) and its wholly-owned subsidiaries TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings Limited (“OPH”), and TAG Asia Capital Holdings Limited (“Fintech”).
OPH and Fintech (“Platform Businesses”) form an integral part of TAG’s wider portfolio of companies.
The deal gives the Platform Businesses a combined base enterprise value of US$555 million. In addition, AGBA and the Platform Businesses will aim to ensure that the post-combination combined company shall receive a sufficient amount to fund its agreed business plans and operations in immediately available cash, net of expenses and liabilities, of at least US$35,000,000 comprised of (i) amounts not redeemed from AGBA’s trust account and (ii) amounts raised in private investment in public equity (PIPE).
NEW YORK, Nov. 4, 2021 /PRNewswire/ — AGBA Acquisition Limited (“AGBA”) (NASDAQ: AGBA, AGBAU, AGBAW, AGBAR), a special purpose acquisition company, announced today that it has entered into a business combination agreement (the “Business Combination Agreement”) with TAG Holdings Limited (“TAG”), a British Virgin Islands diversified financial holding company, and its wholly-owned subsidiaries, TAG International Limited, a British Virgin Islands business company engaged in business-to-business services (“B2B”), TAG Asset Partners Limited, a wholly-owned subsidiary of B2B (“B2BSub”), OnePlatform International Limited, a wholly owned subsidiary of B2BSub (“HKSub”), OnePlatform Holdings Limited, a Hong Kong-headquartered company that engages in business-to-business services through its wholly-owned subsidiaries (“OPH”), and TAG Asia Capital Holdings Limited, a British Virgin Islands business company which engages in the financial technology sector through its wholly-owned subsidiaries (“Fintech”). As part of the transaction, OPH will first become a subsidiary of B2B through a merger with HKSub, following which AGBA will form two wholly-owned subsidiaries which will merge with B2B and Fintech, respectively, with B2B and Fintech as the surviving entities (the “Acquisition Merger”).
In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary shares with a deemed price per share of US$10.00, as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech. Upon the completion of the business combination, the parties plan for the combined company to be NASDAQ-listed under AGBA’s current ticker symbol – AGBA. The post-combination combined company of the Platform Businesses (the “Combined Company”) thereby will become a publicly listed company.
“We are thrilled to partner with AGBA to create a unique market-leading personal ‘wealth and health’ platform company in the Greater Bay Area (GBA). As the GBA is one of the world’s largest financial services markets, with an overall economy size of US$1.7 trillion, we are honoured to create a digital ecosystem that offers full-suite financial products and services to individual and corporate customers, by leveraging existing infrastructure, customer base and business partners to optimize customer experience empowered by technology. We are particularly well-positioned to capture opportunities emerging from the Wealth Management Connect and Insurance Connect schemes. The Combined Company will enable our digital transformation and further strengthen our competitive advantages in procuring and financing new clients and partners,” said Wing-Fai Ng, President of TAG.
“A successful SPAC needs to be thoughtful about all phases of the SPAC life-cycle, from target search, diligence, post combination value-add through to public market stakeholder management. Our mission at AGBA is to partner with fundamentally attractive enterprises as they journey into the U.S. public markets and create sustainable value for shareholders. We are extremely honored to become associated with OnePlatform Holdings Limited and TAG Asia Capital Holdings Limited, companies with an accomplished management team, as they develop innovative financial products and services to address customers’ evolving needs. We look forward to working together to complete the business combination,” said Gordon Lee, CEO of AGBA.
Key Transaction Terms
Under the terms of the Business Combination Agreement, through the Acquisition Merger AGBA will acquire all of the issued and outstanding equity securities of each of the Platform Businesses in consideration for the issuance of 55,500,000 AGBA ordinary shares, as directed by TAG, in its capacity as the sole shareholder of the B2B and Fintech.
Loeb & Loeb LLP is acting as legal advisor to AGBA and Dechert LLP is acting as legal advisor to TAG and its subsidiaries.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Business Combination Agreement relating to the transaction, a copy of which will be filed by AGBA with the SEC as an exhibit to a Current Report on Form 8-K.
About The Platform Businesses
OnePlatform Holdings Limited (“OPH”) and TAG Asia Capital Holdings Limited (“Fintech”) (collectively “Platform Businesses”) form an integral part of TAG’s wider portfolio of companies. Through their wholly-owned subsidiaries, OPH is engaged in business-to-business (or B2B) services and Fintech is engaged in the financial technology or fintech business. The Platform Businesses are wholly-owned by TAG Holdings Limited (“TAG”).
About AGBA Acquisition Limited
AGBA Acquisition Limited is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. AGBA’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, although it has focused on operating businesses in the healthcare, education, entertainment and financial services sectors that have their principal operations in China.
Forward-Looking Statements
This press release contains, and certain oral statements made by representatives of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech, and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or other conditions to closing in the Business Combination Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance regulators) required to complete the transactions contemplated by the Business Combination Agreement; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the Combined Company’s ordinary shares on NASDAQ following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that the AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the definitive proxy statement and registration statement on Form S-1 that will be filed by AGBA (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the Securities and Exchange Commission (“SEC”) made by AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech caution that the foregoing list of factors is not exclusive. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither AGBA, TAG, B2B, B2BSub, HKSub, OPH, nor Fintech undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.
Important Information
AGBA Acquisition Limited (“AGBA”), and its respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of AGBA ordinary shares in respect of the proposed transaction described herein. Information about AGBA’s directors and executive officers and their ownership of AGBA’s ordinary shares is set forth in ABGA’s Annual Report on Form 10-K filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the definitive proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated below.
In connection with the transaction described herein, AGBA will file relevant materials with the SEC including a preliminary proxy statement and a registration statement on Form S-1, or other appropriate form. Promptly after the registration statement is declared effective and the SEC has completed its review of the proxy statement, AGBA will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGBA, TAG, TAG’S SUBSIDIARIES, AND THE TRANSACTION. The proxy statement, registration statement on Form S-1 and other relevant materials in connection with the transaction (when they become available), and any other documents filed by AGBA with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Contacts
For AGBA Acquisition Limited: Gordon Lee, CEO Gordonlee9520@yahoo.com +852 6872 0258
For TAG Holdings Limited: Wing Fai Ng, President Wfng@oneplatform.com.hk +852 3601 8363
The Air Force’s Business office of the Assistant Secretary for Fiscal Administration and Comptroller (FM) wishes to get absent from paying all the IT contract provider fees it currently pays to the Standard Services Administration. Jeanette Duncan, chief details officer for FM, explained it’s the following huge drive in the IT modernization tactic she’s been overseeing given that she took more than as CIO of the place of work.
“I’ve used the last, I want to say, four months — it feels almost certainly longer — accumulating the details points for exactly where we as an FM neighborhood are shelling out our dollars on it,” Duncan said during an Oct 29 AFCEA Luncheon. “My hope and target is to acquire an acquisition tactic and perform with [the Air Force District of Washington] to go ahead, to have a auto that it can leverage as just one group. But it will not be tomorrow, and it won’t be quickly, since almost nothing goes as fast as I ever want it to.”
Duncan reported her system has been taking part in out correctly so much although. It targeted on four core regions:
Electronic transformation
Techniques rationalization
Modernizing enduring methods
Supporting audit readiness
To complete these tasks, Duncan claimed FM is on the lookout at making use of simplified smart methods, to contain standardizing business enterprise tactics and applying robotic automation. In point, she claimed FM is now an Air Force Middle of Excellence for robotics and artificial intelligence.
A person area the place Duncan explained her business office has manufactured a large amount of development in the previous 12 months by implementing intelligent automation is on its knowledge strategy.
“We’ve finished a large amount with robotics. We’re operating on an AI capacity. But this was the region where we worked on an audit, and we experienced a great yr, we experienced projected our figures and the 12 months just before, when I 1st arrived on board, 80{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of our caps bought shut,” she said. “This 12 months, 87{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of all the IT caps shut for the Air Drive, 87{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of what was submitted was shut. We exceeded our objectives for submission by 151{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}. Every single just one of the metrics that I experienced set for this year, we exceeded by everywhere from 15-to-233{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}.”
Duncan also explained the office employed its first at any time chief facts officer.
One particular of the largest troubles Duncan said her place of work faces now is bettering its id manage and obtain administration (ICAM). In simple fact, she said “access controls, our segregation of duties and configuration administration, make up 83{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of the audit results for FM’s IT, and 59{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of that is ICAM.”
“So we’ve been participating with [the Office of the Secretary of Defense and the Defense Information Systems Agency] on a pilot for their new stack to tackle ICAM,” she stated. “The Air Drive also has its own stack for the enterprise side of matters that it’s been shifting ahead with. The architecture will transform a tiny bit about the subsequent pair of yrs due to the fact they’re setting up with resources that they have or that they experienced made investments in, and then they are likely to evolve it to be far more federated and intertwined a small little bit much more with what OSD stack appears like. But this is where by we’re starting off.”
Duncan’s goal is to align with DoD’s total plans, which implies 33{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of units working with ICAM by the fourth quarter of FY 2023, and 50{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} a single 12 months later on.
Duncan claimed her place of work is also in advance of a Authorities Accountability Place of work audit, which claimed it wanted a workforce review to determine irrespective of whether the capabilities and instruction of her staff matched the needs to increase on its targets. But Duncan stated she’d currently instituted just that type of review.
“We had already began earlier this calendar year, performing an evaluation as to what techniques do we want,” she explained. “So the subsequent phase in this procedure is likely to be seeking at the folks that we at present have on hand and indicating, ‘Okay, do we have all those gaps? Or do we have those people folks that have these abilities so we can plug them in? Or do we require to make some additional investments in schooling? Do we need to have to build and search for cross practical alternatives, where by we can deliver our men and women out to do this work with other people?’ So then they bring back again all those classes acquired and that knowledge back household to us. So that is ramping up.”
Ajay Piramal at his office on March 16, 2015 in Mumbai, India.
Abhijit Bhatlekar/Mint via Getty Photographs
Ajay Piramal’s pharma and money providers flagship Piramal Enterprises completed its $4.7 billion acquisition of Dewan Housing Finance Company Ltd. (DHFL) on Wednesday, making one of the biggest inexpensive housing finance firms in the region.
As for every the terms of the offer, Piramal Capital and Housing Finance, a subsidiary of Piramal Enterprises, and DHFL will merge. The merged entity will have a existence throughout 24 states with 301 branches and a lot more than 2,000 workers. The ordinary loan sizing will be around 1,700,000 rupees ($23,000), provided to shoppers who dwell on the outskirts of tier I, II and III towns.
Piramal’s acquisition marks the very first prosperous resolution in the economical companies sector beneath India’s Insolvency and Bankruptcy Code, which has faced a lot of worries due to the fact it was introduced in 2016. Roughly 70,000 lenders of Dewan Housing will get well practically 50 percent of their dues underneath the arrangement with Piramal.
The collectors, 94{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of whom experienced accepted the offer, will receive a full of $5.2 billion. Piramal Enterprises will offer $4.7 billion with the remaining $500 million from DHFL’s reserves. Piramal has agreed to pay back $2 billion upfront in money and the relaxation via 10-calendar year non-convertible debentures.
The acquisition was authorized by the Nationwide Enterprise Regulation Tribunal, the individual bankruptcy courtroom that oversees these kinds of situations, and the Reserve Financial institution of India. It will extend Piramal Enterprises’ retail lending reserve fivefold and assistance it to pivot from wholesale lending to a blend of wholesale and retail lending.
It will also increase the company’s geographical arrive at to 24 states from 10 states and to 236 cities from 40 metropolitan areas. Piramal Funds has currently been supplying financial loans for properties, little companies and operating money. The development in the retail personal loan book will raise money efficiency letting it to start off lending for made use of-autos and two-wheelers, education and learning and to smaller builders.
“This accelerates our options to grow to be a major digitally oriented, diversified economical expert services conglomerate that focuses on serving the economical wants of the unserved and underserved clients of our nation,” explained Ajay Piramal, chairman of the Piramal Group on Wednesday
He included that “an essential characteristic of any state-of-the-art economy is a strong insolvency code. The landmark bankruptcy reforms have manufactured it achievable to resolve intricate resolutions like this in a additional comprehensive and timely way.”
Piramal emerged as the greatest bidder in the corporate insolvency resolution approach beating out global asset administration firm Oaktree Money Administration and the Gautam Adani-led Adani Group.
There was also a bid in December 2020 by Dewan’s previous owners, Kapil and Dheeraj Wadhawan, to reclaim the firm. The Wadhawan brothers, who are at this time in jail in a independent situation of fraud which they are contesting in courtroom, made available to spend back again collectors in whole. But the National Company Legislation Tribunal opted for Piramal, approving his bid in June.
Piramal’s acquisition provides an close to Dewan Housing’s credit card debt debacle, which erupted in 2018 in the backdrop of a disaster in India’s non-banking finance sector. This was triggered by defaults at infrastructure lending giant Infrastructure Leasing & Financial Companies, which pushed up the expense of resources for the complete non-banking finance sector.
For DHFL in specific, the difficulty started on September 21, 2018 when the sale of $42 million of financial debt paper by DSP Mutual Fund at a increased generate triggered concerns about the organization and its ability to get accessibility to reduced expense resources. That triggered a crash in Dewan Housing’s shares, sealing its destiny. In November 2019, the Reserve Financial institution referred the beleaguered firm to the National Enterprise Legislation Tribunal for insolvency proceedings.
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