Swvl ordinary shares and warrants expected to
begin trading on NASDAQ tomorrow under the symbols "SWVL" and
"SWVLW," respectively
Gross proceeds to Swvl from the transaction of
$164.8 million from upsized, fully
committed $111.5 million PIPE and
$53.3 million of cash held in trust
net of redemptions
Subject to satisfaction or waiver of certain
closing conditions, Swvl will have access to additional capital via
an additional PIPE commitment of $10.0
million and a $471.7 million
equity financing facility
Transaction featuring the first special
purpose acquisition company founded and led entirely by women,
closes on the historic last day of Women's History Month
Addition of Gbenga
Oyebode rounds out Board of Directors and audit committee
with an experienced leader who has served on boards of public and
private companies
NEW
YORK, March 31, 2022 /PRNewswire/ -- Swvl Inc.
("Swvl" or the "Company"), a global provider of transformative
tech-enabled mass transit solutions, today announced the completion
of its previously announced business combination with Queen's
Gambit Growth Capital, the first special purpose acquisition
company founded and led entirely by women ("Queen's Gambit")
(NASDAQ: GMBT) following an extraordinary general meeting of
Queen's Gambit's shareholders (the "Shareholders' Meeting") held on
March 30, 2022. The combined company
has changed its name to Swvl Holdings Corp. The Class A ordinary
shares and warrants of the combined company will continue to trade
on NASDAQ under the ticker symbols "GMBT" and "GMBTW",
respectively, through today. Tomorrow, April
1, 2022, Swvl Holdings Corp's Class A ordinary shares and
warrants are expected to commence trading on NASDAQ under the
ticker symbols "SWVL" and "SWVLW", respectively.
Swvl received gross proceeds from the transaction of
approximately $164.8 million from its
upsized, fully committed $111.5
million PIPE and the receipt of approximately $53.3 million of cash from Queen's Gambit's trust
account net of redemptions. In addition, subject to the
satisfaction or waiver of certain closing conditions, after the
closing of the business combination Swvl will have access to
additional capital via an additional PIPE commitment of
$10.0 million, which it expects to
close in the second quarter of 2022, and a $471.7 million equity financing facility.
Mostafa Kandil, Swvl Founder
and CEO, said, "Completing our business combination with
Queen's Gambit is a tremendous milestone for Swvl and for
sustainable mass transit globally. Mobility and the empowerment
that comes with it should be a fundamental right for all. As a
public company, we plan to build on Swvl's exponential growth to
date and proprietary tech-enabled platform, ensuring that
underserved populations have access to solutions that are safe,
convenient and affordable. In turn, we will leverage our
best-in-class team, established partnerships and proprietary tech
stack with differentiated solutions."
Victoria Grace, Founder
and CEO of Queen's Gambit Growth Capital and Board Member of Swvl
Holdings Corp, said, "We have been proud to partner with Swvl,
and are very excited to continue our relationship after the closing
of this momentous business combination. Since announcing our merger
last year, Swvl has flawlessly executed on its business plan.
During such time it has strategically expanded its market-leading
presence in existing geographies across Africa and Asia, while expanding into other high growth
locations across Europe and
Latin America through a
combination of organic launches and strategic M&A. With an
established leadership position in key emerging markets and market
presence across more than 100 cities in over 20 countries on four
continents, we believe Swvl will continue to capitalize on the
truly global $1 trillion mass transit
market opportunity with massive growth at scale."
Youssef Salem, Swvl
CFO, said, "On behalf of the entire Swvl organization, we
would like to thank our riders, captains, colleagues, investors and
business partners for their trust and partnership. With clear
strategic direction, a proven execution track record and a
demonstrated business model, Swvl is poised to take the next step
in its historic evolution. With our public currency and access to
substantial pools of capital, we plan to build on our recent
expansions into Europe and
Latin America, major acquisitions
of controlling interests in Shotl, door2door and Viapool, and
investments in the UK and Mexico,
and execute further strategic initiatives creating compelling value
for investors and all stakeholders alike."
Appointment of Gbenga Oyebode to Board of Directors and Audit
Committee
Swvl Holdings Corp has selected Gbenga
Oyebode to serve as a Class I director on Swvl Holding
Corp's Board of Directors and as a member of the audit
committee.
Gbenga Oyebode, age 62, is the
co-founder and former chairman of Aluko & Oyebode, one of the
largest law firms in Nigeria. Mr.
Oyebode currently serves on the boards of Nestlé Nigeria Plc,
Lafarge Africa Plc, Socfinaf SA, Okomu Oil Palm Company and PZ
Cussons Nigeria PLC. In addition, Mr. Oyebode embodies a
spirit of philanthropy through his service as the chairman of Teach
for Nigeria, director of Teach for
All and as a member of the Global Advisory Council of the African
Leadership Academy. Mr. Oyebode also sits on the boards of Jazz at
the Lincoln Center, the African Philanthropy Forum, Carnegie Hall
and the Ford Foundation. Mr. Oyebode has previously served on
the boards of Access Bank Plc and MTN Nigeria Plc.
Mr. Oyebode holds bachelor of laws degrees from the University
of Ife and the Nigerian Law School and a master of laws degree from
the University of Pennsylvania. He also holds one of
Nigeria's highest honors, the
Member of the Order of the Federal Republic of Nigeria, and is a recipient of the Belgian
royal honor of Knight of the Order of Leopold.
About Swvl
Swvl is a global provider of transformative tech-enabled mass
transit solutions, offering intercity, intracity, B2B and B2G
transportation across more than 100 cities in over 20 countries.
The Company's platform provides complimentary 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.
Swvl was co-founded by Mostafa
Kandil, who launched Carmudi in the Philippines, which became the largest car
classifieds platform 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, where he launched
services in multiple new markets.
For additional information about Swvl, please visit
www.swvl.com.
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 business combination among
Swvl, Pivotal Holdings Corp ("Holdings") and Queen's Gambit, the
estimated or anticipated future results and benefits of the
combined company following 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 outcome of any legal
proceedings that may be instituted against the parties following
the consummation of the business combination; failure to realize
the anticipated benefits of the business combination; certain risks
that may later arise 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 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 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 Transportation, S.L., Viapool Inc. and door2doorGmbH 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 U.S. Securities and Exchange Commission. 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.
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-completes-business-combination-with-queens-gambit-growth-capital-301515327.html
SOURCE Swvl Inc.
