DUBAI, UAE, Feb. 2, 2022 /PRNewswire/ -- Swvl Inc.
("Swvl" or the "Company"), a global provider of transformative
tech-enabled mass transit solutions, today announced additional
PIPE investments related to its proposed business combination with
Queen's Gambit Growth Capital ("Queen's Gambit") (NASDAQ: GMBT),
the first special purpose acquisition company founded and led
entirely by women. This is expected to further enhance the strength
of Swvl's balance sheet and help to fuel the Company's strategic
growth initiatives.
Mostafa Kandil, Swvl Founder and
CEO, said, "Today's announcement represents a clear vote of
confidence in Swvl's growth strategy and future as a public
company. We continue to demonstrate significant momentum towards
our strategic goals. Armed with additional funding certainty, we
are confident in Swvl's ability to bring its transformative
technology and services to new markets, in turn transforming a
$1 trillion global mass transit
industry that is sorely in need of effective solutions. We look
forward to completing the business combination, entering the public
market, and continuing to create tremendous value for all
stakeholders."
Upsized PIPE Details
Swvl has entered into agreements for an additional $21.5 million of common stock in a private
placement ("PIPE") with additional new flagship investors including
European Bank for Reconstruction and Development ("EBRD"), also
participating. These institutions join a distinguished group of
global strategic and financial investors providing fully committed
PIPE financing for the transaction, including Agility, Luxor
Capital Group, Chimera, and Zain.
Sue Barrett, Director,
Sustainable Infrastructure for Middle
East, Turkey, and
Africa, said, "Swvl is a highly
dynamic tech investor with a transformative business model that
brings tangible benefits to travelers in Egypt and other countries of operation of the
EBRD, benefiting female travelers in particular. EBRD is delighted
to support SWVL at this key moment in its remarkable journey from a
start-up to becoming a company listed on the NASDAQ."
Victoria Grace, Founder and CEO
of Queen's Gambit Growth Capital, said, "Since announcing our
proposed business combination with Swvl, the Swvl team has gone
well beyond every element of its business plan, with strong
execution across its existing markets, while pursuing additional
attractive market opportunities in new geographies. The additional
capital is expected to allow Swvl to continue to create significant
value for all stakeholders. Swvl continues to be uniquely
positioned from a technological, financial, and operational basis
to execute on this tremendous market opportunity."
The investment terms are substantially similar to those in the
initial PIPE financing announced in conjunction with Swvl's
proposed business combination transaction with Queen's Gambit on
July 28, 2021. This additional
investment increases the aggregate amount of expected PIPE proceeds
to $121.5 million, providing
additional capital to fund Swvl's expansion efforts and further
investments in its proprietary technology platform.
Youssef Salem, Swvl CFO, said,
"We greatly appreciate that many highly regarded global investors
including EBRD have clear confidence in our growth strategy. With
this additional infusion of growth capital, we expect to be even
better positioned to pursue further organic and inorganic strategic
initiatives after our recent acquisitions of controlling interests
in Shotl and Viapool and investments in mass transit platforms in
Mexico and the United Kingdom."
Swvl has completed pre-funding of $66.5m out of the PIPE to accelerate its growth
strategy. The investors that pre-funded the PIPE have purchased
exchangeable notes of Swvl. At the closing of Swvl's business
combination with Queen's Gambit, each exchangeable note will be
automatically exchanged for shares of the combined company at an
exchange price of US$8.5 per share
for $45.5m of notes that were issued
in 2021 and $9.1 per share for
$21m of notes that were issued in
2022.
EBRD's commitment is subject to entering into an investment
framework agreement governing certain institutional requirements of
EBRD, including social and environmental policies and practices,
corporate governance, and compliance matters and use of
proceeds.
About Swvl
Swvl is a global provider of transformative tech-enabled mass
transit solutions, offering intercity, intracity, B2B and B2G
transportation. Swvl's platform provides semi-private alternatives
to public transportation for individuals who cannot access or
afford private options. Every day, Swvl's parallel mass transit
systems are empowering individuals to go where they want, when they
want – making mobility safer, more efficient, accessible and
environmentally friendly. Customers can book their rides on an
easy-to-use proprietary app with varied payment options and 24 / 7
access to high-quality private buses and vans that operate
according to fixed routes, stations, times, and prices.
Swvl was co-founded by Mostafa
Kandil, who began his career at Rocket Internet, where he
launched the car sales platform Carmudi in the Philippines, which became the largest car
classifieds company in the country in just six months. He then
served as Rocket Internet's Head of Operations. In 2016, Kandil
joined Careem, a ride-sharing company and the first unicorn in the
Middle East. He supported the
platform's expansion into multiple new markets. Careem is now a
subsidiary of Uber, based in Dubai, with operations across 100 cities and
15 countries.
For additional information about Swvl, please visit
www.swvl.com.
About EBRD:
The EBRD is a multilateral bank that
promotes the development of the private sector and entrepreneurial
initiative in 38 economies across three continents. The Bank is
owned by 71 countries as well as the EU and the EIB. EBRD
investments are aimed at making the economies in its regions
competitive, inclusive, well-governed, green, resilient and
integrated.
Additional Information and Where to Find It
This news release relates to a proposed transaction among Swvl,
Pivotal Holdings Corp, a wholly owned subsidiary of Swvl
("Holdings"), and Queen's Gambit. This news release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the proposed transaction, Holdings filed a registration
statement on Form F-4 (File No. 333-259800) (as amended, the
"Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"), which includes a joint proxy
statement/prospectus. Queen's Gambit and Holdings also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of Queen's Gambit are urged to read the Registration Statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS
THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders can obtain copies of these documents and other
documents filed with the SEC free of charge at www.sec.gov. The
definitive proxy statement/final prospectus (if and when available)
will be mailed to shareholders of Queen's Gambit as of a record
date to be established for voting on the business combination.
Shareholders of Queen's Gambit will also be able to obtain copies
of the proxy statement/prospectus without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
Queen's Gambit Growth Capital, 55 Hudson Yards, 44th Floor,
New York, New York, 10001.
Participants in the Solicitation
Queen's Gambit, Swvl and Holdings and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Queen's Gambit's shareholders in
connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of the directors and
officers of Holdings, Swvl and Queen's Gambit in the Registration
Statement. Information about Queen's Gambit's directors and
executive officers is also available in Queen's Gambit's Annual
Form 10-K for the fiscal year ended December
31, 2020 and other relevant materials filed with the SEC.
You may obtain a free copy of these documents as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business
combination among Swvl, Holdings and Queen's Gambit, the estimated
or anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts.
These statements are based on the current expectations of Swvl
and/or Queen's Gambit's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Swvl and Queen's
Gambit. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions, including but not
limited to the economic and operational disruptions and other
effects of the COVID-19 pandemic; the inability of the parties to
consummate the business combination or the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; the number of
redemption requests made by Queen's Gambit's shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that the
approval of the shareholders of Swvl or Queen's Gambit for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
additional information that may later arise in connection with
preparation of the Registration Statement and proxy materials, or
after the consummation of the business combination as a result of
the limited time Queen's Gambit had to conduct due diligence; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to
execute its growth strategy, manage growth profitably and retain
its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience
as a public company; recent implementation of certain policies and
procedures to ensure compliance with applicable laws and
regulations, including with respect to anti-bribery,
anti-corruption, and cyber protection; the risk that Swvl is not
able to execute its growth plan, which depends on rapid,
international expansion; the risk that Swvl is unable to attract
and retain consumers and qualified drivers and other high quality
personnel; the risk that Swvl is unable to protect and enforce its
intellectual property rights; the risk that Swvl is unable to
determine rider demand to develop new offerings on its platform;
the difficulty of obtaining required registrations, licenses,
permits or approvals in jurisdictions in which Swvl currently
operates or may in the future operate; the fact that Swvl currently
operates in and intends to expand into jurisdictions that are, or
have been, characterized by political instability, may have
inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect
foreign investment or involvement; the risk that Swvl's drivers
could be classified as employees, workers or quasi-employees in the
jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is
subject to territorial anti-corruption laws in these jurisdictions;
the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the
business combination; costs related to the business combination;
Swvl's acquisitions of controlling interests in Shotl and Viapool
may not be beneficial to Swvl as a result of the cost of
integrating geographically disparate operations and the diversion
of management's attention from its existing business, among other
things; and other risks that will be detailed from time to time in
filings with the SEC. The foregoing list of risk factors is not
exhaustive. There may be additional risks that Swvl presently does
not know or that Swvl currently believes are immaterial that could
also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide Swvl's expectations, plans or forecasts of future events
and views as of the date of this communication. Swvl anticipates
that subsequent events and developments will cause Swvl's
assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future,
Swvl specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Swvl's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
No Offer or Solicitation
This news release is for informational purposes only and is not
a "solicitation" as defined in Section 14 of the Securities
Exchange Act of 1934, as amended. This news release is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the business combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer 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.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
Investor.relations@swvl.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/swvl-upsizes-pipe-to--120m-with-participation-from-new-flagship-investors-including-ebrd-in-connection-with-queens-gambit-business-combination-301474165.html
SOURCE Swvl Inc.