SPACs Special Purpose Acquisition Companies

Special Purpose Acquisition Companies (SPACs) have grown again in popularity across the market and TISE has Listing Rules which enable an efficient and cost-effective solution on an internationally recognised, regulated market.

Key Benefits » Accessible minimum requirements » Flexible custody arrangements » 36-month timeframe to make the QA

Our Listing Rules are also very attractive because they enable issuers to obtain upfront investor consent through the detail of the Listing Document, they permit dual share class structures and founder shares, and they do not require a suspension of dealings on announcement of the Qualifying Acquisition.

In addition to these key benefits, the other main features of our offering for SPACs are shown in the table below.
Minimum market capitalisation £1,000,000 or as otherwise agreed
Custody arrangements Funds to be held in Escrow or otherwise as agreed. Capital raised less operating costs
Working capital Must not exceed requirements over 12 months unless shareholder approval
Listing document approval Exchange approval
Management team shareholding Disclosure of interests; minimum 12 month lock-in post QA
Permitted timeframe for QA 36 months
Investment policy Sufficiently detailed to allow adequate investor assessment
Acquisition approval None unless differs to that defined within the listing document
Accounting requirements Annual & where prepared, interim
Fees (based on 1 issuer and 1 class) Initial £6,000 / Annual £2,500
Announcement of QA Must be made within 3 business days; no requirement for suspension of dealings
TISE's rules are also attractive in the event that a QA is not made within the permitted timeframe
Suspension First day after 36 months for QA
Liquidation Special resolution for voluntary liquidation
Distribution Within 60 days following from end of 36 months for QA (to shareholders, pro-rata)
Delisting Suspended for distribution, then delisted

Why a SPAC?

A SPAC is a cash shell which is used to raise money for a very specific objective. It is well suited to industries where there is an unknown element of risk associated with the target assets. A SPAC allows capital to be raised within a structure where investors and owners of the assets can receive shares in a transparent, listed vehicle which can react quickly to investment opportunities.

A SPAC can resemble an investment fund. However, the costs associated with establishing a SPAC are generally lower than those applicable to a fund. For example, a SPAC does not require a fund management company to be established, which saves time and cost. In addition, a SPAC’s investment policies and objectives are not intended to achieve a spread of risk.

Their nature also means that – more than ever – investors are placing their faith in the management, which will usually sit on the board of directors of the listed SPAC and who will be incentivised through holding a minority shareholding in the SPAC.

TISE's Listing rules – more detail                                       

TISE has Equity Market Listing Rules for listing the equity of trading companies and investment vehicles which might be utilised by the enlarged group once the SPAC has made its QA if there is a demand to retain a listing. 

For more information please contact us.
Carolyn Gelling
Carolyn Gelling
Head of Equity Markets
Robbie Andrade
Robbie Andrade
Chief Operating Officer