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Aquila成功挂牌上市,港交所迎来首家SPAC

Aquila was successfully listed, and the Hong Kong Stock Exchange welcomed its first SPAC

獨角獸早知道 ·  Mar 18, 2022 10:22

$AQUILA ACQ-Z (07836.HK) $Today, it is officially listed for trading on the Hong Kong Stock Exchange. The joint sponsors, joint global coordinators and joint bookrunners are Morgan Stanley (Morgan Stanley) and China Merchants Bank International.

Aquila announced the results of the placement yesterday, with a total of 99 investors, with 40 institutional professional investors holding 75.03 per cent of class A shares and listing warrants respectively. Based on the issue price of HK $10 per Class A share, the total proceeds from the offering will be approximately HK $1 billion, with an initial value of HK $1050000 per share.

Aquila is the first SPAC company to submit a form to the Hong Kong Stock Exchange. On December 17, 2021, the HKEx announced the introduction of new rules to establish a new SPAC listing mechanism in Hong Kong. The rule came into force on January 1, 2022.

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According to the prospectus, Aquila was set up to merge with one or more companies. Aquila plans to focus on "new economy" industries in Asia, especially in China, looking for mergers and acquisitions that include, but are not limited to, green energy, life sciences and advanced technologies and manufacturing industries.

CMB International Asset Management holds a 90 per cent stake in Aquila and AAC Mgmt Holding holds a stake in Aquila10%.
China Bank International Asset Management is an asset management company wholly owned by China Bank International Capital Co., Ltd. (referred to as "China Bank International"), which is a wholly-owned subsidiary of China Merchants Bank (600036.SH). As of December 31, 2021, China Bank International Asset Management has more than HK $25 billion under management.

The shareholders of AAC Mgmt Holding include members of Aquila's management team and advisory committee, as well as all executive directors of Aquila. According to the prospectus, Aquila's advisory committee is composed of Zhao Ju, chief executive officer and chief investment officer of China Merchants Bank, Wang Hongbo, chief investment officer of China Bank International, and Zhou Kexiang, managing director of China Bank International, chief investment manager of Shenzhen China Bank International and head of China Bank International Medical Investment team.

In terms of management team, the CEO of Aquila is Jiang Rongfeng, Managing Director and General Manager of Asset Management Department of China Banking International, the Chief Financial Officer of Aquila is Ling Yao, Managing Director and head of Investor Relations of China Banking International, and the Chief operating Officer of Aquila is served by Ledi, Vice President of China Banking International.

In addition, Wu Qian and Qiao Xiaoxiao, two managing directors of China Bank International, are non-executive directors of Aquila Acquisition. M31 Capital Founding Managing partner, original$Fosun (00656.HK) $Senior Managing Director and Global partner Zhong Lei, former Chairman of JPMorgan Chase & Co China Investment Bank and Chairman of JPMorgan Chase & Co China Integrated Enterprise Investment and financing Gong Fangxiong, and former national head of KPMG China Technology and Media Wu Jianlin served as independent non-executive director.

Backed by the background of "Merchants Bank Department", Aquila emphasized in its prospectus that "the strong industry reputation and professional support of China Merchants Bank and China Banking International in obtaining transactions, due diligence, execution and providing value-added services will help us to build a reserve of M & A targets of potential special purpose acquisition companies with significant differentiation for us to evaluate and choose."

At the same time, Aquila has developed four guidelines for assessing potential M & A targets: 1. In the new economy industry in a leading position; 2. Favorable long-term growth prospects; 3. Differentiated value propositions and technical barriers; 4. A retrospective financial track record, ethical, professional and responsible management, and strong environmental, social and governance values.

According to the listing rules, if Aquila fails to announce the SPAC M & A transaction within 24 months after listing, or completes the SPAC M & A transaction within 36 months after listing, the company's warrants will be worthless on the expiration date.

In addition, SPAC transaction restrictions include that the company and its sponsors and their respective directors and employees are prohibited from buying and selling any listed securities of the company (including Class A shares and listing warrants) prior to the completion of the special purpose acquisition. Class A shares and listing warrants shall not be traded by members of the public in Hong Kong who are not professional investors.

Aquila also hinted in the risk factors: "We may not have sufficient resources to complete special purpose mergers and acquisitions." at the same time, "since we do not choose any special purpose M & A targets to seek special purpose M & A transactions with them, we are not limited to evaluate special purpose M & A targets in specific industries, areas or geographical areas." You will not be able to determine the operational advantages or risks of the merger and acquisition targets of any special purpose acquisition company.

It is worth mentioning that Aquila's listing document refers to the latest situation in the Hong Kong IPO market. Hong Kong's IPO market remains strong in 2021, driven by the listing of biotech companies and the return of US-listed stocks. As of December 31, 2021, the Hong Kong market is processing more than 120 listing applications and remains one of the most popular listing destinations in 2022. The number of Chinese companies listed in Hong Kong (including those incorporated outside China but controlled by Chinese entities or individuals) increased by 43.8% in the six years from December 31, 2015 to December 31, 2021.

Thanks to policy and regulatory support, the Hong Kong listing framework is improving, and the recently launched SPAC listing system is expected to provide the Hong Kong market with more comprehensive financing options, thereby attracting high-growth and innovative companies.

KPMG China Capital Markets Advisory Group partners believe that despite the volatility of market conditions in the first quarter, it is believed that the system can still give impetus to the Hong Kong market when future SPAC mergers and acquisitions take place. It is believed that the new system will provide issuers and investors with more comprehensive financing options and investment opportunities, thereby enhancing Hong Kong's competitiveness.

The translation is provided by third-party software.


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