Item 5.07. Submission of Matters to a Vote of Security Holders.
On
There were 43,125,000 ordinary shares issued and outstanding at the close of
business on
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The SPAC Merger Proposal
The merger of the Company with and into Pivotal Merger Sub Company I, a
Votes For Votes Against Abstentions 31,963,658 549,943 103,491
Proposal No. 2 - The Company Merger Proposal
The merger of BVI Merger Sub with and into Swvl, with Swvl surviving the merger
as a wholly owned subsidiary of Holdings (the "Company Merger"), on the Closing
Date (which shall be at least one business day after the date of the SPAC Merger
Effective Time) at the date and time at which the Company Merger becomes
effective (the "Company Merger Effective Time") and to confirm, ratify, and
approve in all respects all other transactions contemplated by the Business
Combination Agreement occurring on or after the Closing Date, including the
appointment of the Holdings Board following the Company Merger Effective Time
and the adoption of the Second Amended and Restated Memorandum and Articles of
Votes For Votes Against Abstentions 31,963,659 549,942 103,491
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Proposal No. 3 - The Advisory Organizational Documents Proposals
The shareholders approved, on a non-binding advisory basis, by ordinary
resolution the following governance provisions in the Holdings Public Company
Articles, which were presented separately in accordance with
Proposal No. 3A - The Authorized Shares Proposal
A provision of the Holdings Public Company Articles to change the authorized
share capital from the existing (a) 500,000,000 Class A ordinary shares, par
value
Votes For Votes Against Abstentions 28,101,586 3,339,119 1,176,387
Proposal No. 3B - The Voting Power Proposal
A provision of the Holdings Public Company Articles that will provide for one vote for each Holdings Common Share A held on all matters to be voted on by shareholders was approved and adopted on a non-binding advisory basis. The voting results were as follows:
Votes For Votes Against Abstentions 30,391,288 1,049,847 1,175,957
Proposal No. 3C - The Ability to Bring Matters for Discussion Before a General Meeting Proposal
A provision of the Holdings Public Company Articles that will provide that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the one-year anniversary of the preceding year's annual general meeting) by one or more shareholders representing 30% or more of Holdings issued shares was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 30,392,289 1,049,847 1,174,956
Proposal No. 3D - The Number of Directors Proposal
A provision of the Holdings Public Company Articles that will limit the number of directors to nine, provided however that Holdings may, by resolution of its directors, increase or reduce the number of directors was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 29,852,961 1,588,051 1,176,080
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Proposal No. 3E - The Election and Removal of Directors Proposal
A provision of the Holdings Public Company Articles pursuant to which: (i) any person properly nominated for election as a director may be appointed to the Holdings Board by a majority vote of the shareholders at a general meeting, (ii) in the interim between general meetings, the Holdings Board may, by resolution of directors, act to appoint any person to be a director, (iii) Holdings may only remove a director with cause and pursuant to a resolution passed by at least two-thirds of directors and (iv) Holdings shareholders may not act to remove directors, was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 28,148,622 3,293,514 1,174,956
Proposal No. 3F - The Action by Written Consent of Shareholders Proposal
A provision of the Holdings Public Company Articles that will prohibit Holdings shareholders from taking any action by written consent was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 27,608,835 3,832,328 1,175,929
Proposal No. 3G - The Amendment to Governing Documents Proposal
A provision of the Holdings Public Company Articles that will require a resolution passed by a majority of not less than seventy five (75) per cent of the votes of all those entitled to vote in order to adopt any future amendment to the Holdings Public Company Articles, regardless of how many votes are actually cast. Alternatively, the Holdings Public Company Articles may be amended by a resolution of directors was approved and adopted. The voting results were as follows:
Votes For Votes Against Abstentions 27,609,502 3,831,734 1,175,856
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Company's final proxy statement was not presented to shareholders.
Item 8.01 Other Events
Shareholders holding 29,227,806 Class A Ordinary Shares exercised their right to
redeem such shares for a pro rata portion of the funds in the Company's trust
account (the "Trust Account"). As a result, unless any such redemption requests
are withdrawn prior to
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press release datedMarch 30, 2022 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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