PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
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Submission of Matters to a Vote of Security Holders. |
An Extraordinary General Meeting of the shareholders of Pace
Holdings Corp., a Cayman Islands exempted company (Pace) was held
on March1, 2017 (the Meeting). Present at the Meeting were
holders of 53,101,981 shares of Paces ordinary shares in person
or by proxy, representing 94.40% of the voting power of Paces
ordinary shares as of February8, 2017, the record date for the
Meeting, and constituting a quorum for the transaction of
business.
The shareholders of Pace voted on the proposals listed below.
Each proposal is described in more detail in the proxy
statement/prospectus of Porto Holdco B.V., a Dutch private
limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) (Holdco) which the Securities and Exchange
Commission (the SEC) declared effective on February10, 2017 and
is incorporated by reference in this Current Report on Form 8-K.
1. To adopt the Transaction Agreement, dated December13, 2016,
among Pace, Playa Hotels Resorts B.V., a Dutch private limited
liability company (besloten vennootschap met beperkte
aansprakelijkheid) (Playa), Holdco, and New PACE Holdings Corp.,
a Cayman Islands exempted company (New Pace) (the Transaction
Agreement) and approve the transactions contemplated thereby,
including the business combination, the effect of which
replicates the economics of a merger of Pace and Playa, and
results in Holdco becoming the ultimate parent company to New
Pace and Playas direct and indirect subsidiaries (the Business
Combination) (the Business Combination Proposal).
2. To approve the merger of Pace with and into New Pace, with New
Pace being the surviving company in such merger (the Pace Merger)
and authorize, approve and confirm the Merger Proposal between
Holdco and Playa (the Plan of Merger) (the Pace Merger Proposal).
3. To consider and vote upon, on a non-binding advisory basis,
the approval of certain governance provisions contained in the
Holdco Articles of Association that are not required by Dutch law
and materially affect shareholder rights:
A. The election of director candidates and incumbent directors
annually for appointment for a term ending at the end of the
annual General Meeting to be held in the year following their
appointment (the Holdco Articles of Association Term of Holdco
Board of Directors Proposal);
B. The requirement that a notice of a general meeting of
shareholders must include items for which a written request has
been given (no later than 60 days prior to the general meeting)
by one or more shareholders representing (individually or
collectively) 3% or more of Holdcos issued share capital (the
Holdco Articles of Association Ability to Bring Matters for
Discussion Before a General Meeting of Holdco Proposal);
C. A provision that certain parties who compete with Holdco will
be prohibited from beneficially owning ordinary shares exceeding
certain percentage thresholds of the issued and outstanding
ordinary shares of Holdco, as reasonably calculated by the board
of directors of Holdco (the Holdco Articles of Association
Shareholding Limits for Certain Shareholders of Holdco Proposal);
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D. The requirement that, subject to certain exceptions, the
holders of at least one third of the issued and outstanding
ordinary shares of Holdcos capital, present in person or
represented by proxy, will constitute a quorum at a general
meeting of shareholders (the Holdco Articles of Association
Quorum Required to Conduct Business before a General Meeting of
Holdco Proposal).
4. To approve the adjournment of the Meeting to a later date or
dates (i)to the extent necessary to ensure that any required
supplement or amendment to the proxy statement/prospectus is
provided to Pace shareholders or, if as of the time for which the
Meeting is scheduled, there are insufficient Pace ordinary shares
represented (either in person or by proxy) to constitute a quorum
necessary to conduct business at the Meeting, (ii)in order to
solicit additional proxies from Pace shareholders in favor of the
Business Combination Proposal and the Pace Merger Proposal, or
(iii)if Pace shareholders redeem an amount of class A ordinary
shares such that the minimum proceeds condition to each partys
obligation to consummate the Business Combination would not be
satisfied (the Adjournment Proposal).
The voting results for each of these proposals are set forth
below.
| 1. | Approval of the Business Combination Proposal |
| For | Against | Abstain | ||
|
52,586,239 |
506,627 | 9,115 |
Based on the votes set forth above, the shareholders adopted the
Transaction Agreement and approved the transactions contemplated
thereby, including the Business Combination.
| 2. | Approval of the Pace Merger Proposal |
| For | Against | Abstain | ||
|
52,586,033 |
506,627 | 9,321 |
Based on the votes set forth above, the shareholders approved the
Pace Merger and authorized, approved and confirmed the Plan of
Merger.
| 3A. |
Approval of Holdco Articles of Association Term of Holdco Board of Directors Proposal |
| For | Against | Abstain | ||
|
52,489,671 |
612,310 |
| 3B. |
Approval of Holdco Articles of Association Ability to Bring Matters for Discussion before a General Meeting of Holdco Proposal |
| For | Against | Abstain | ||
|
42,242,779 |
10,246,892 | 612,310 |
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| 3C. |
Approval of Holdco Articles of Association Shareholding Limits for Certain Shareholders of Holdco Proposal |
| For | Against | Abstain | ||
|
52,455,786 |
33,125 | 613,070 |
| 3D. |
Approval of Holdco Articles of Association Quorum Required to Conduct Business before a General Meeting of Holdco |
| For | Against | Abstain | ||
|
41,945,581 |
10,544,090 | 612,310 |
Based on the votes set forth above, the shareholders, on a
non-binding advisory basis, approved certain governance
provisions contained in the Holdco Articles of Association.
| 4. | Approval of the Adjournment Proposal |
| For | Against | Abstain | ||
|
50,168,190 |
676,481 | 2,257,310 |
With respect to the Adjournment Proposal, although the
Adjournment Proposal would have received sufficient votes to be
approved, no motion to adjourn was made because the adjournment
of the Meeting was determined not to be necessary or appropriate.
| Item8.01 | Other Events. |
On March1, 2017, Pace and Playa issued a joint press release
announcing that the shareholders of Pace have approved the
Business Combination. The press release is attached hereto as
Exhibit99.1 and incorporated by reference herein.
Additional Information and Where to Find
It
Pace has caused Holdco to file with the SEC a registration
statement on Form S-4 (the Registration Statement), which the SEC
declared effective on February10, 2017, including a prospectus
with respect to Holdcos securities to be issued in connection
with the Business
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Combination between Pace and Playa and a proxy statement of Pace
in connection with the Business Combination. Pace has mailed to
its shareholders the definitive proxy statement/prospectus with
respect to Holdcos securities to be issued in connection with the
Business Combination.PACES SHAREHOLDERS ARE URGED AND ADVISED TO
READ THE REGISTRATION STATEMENT CAREFULLY. The Registration
Statement and other relevant materials and any other documents
filed by Pace, Holdco or Playa with the SEC may be obtained free
of charge at the SECs website, at www.sec.gov.In addition,
shareholders may obtain free copies of the Registration Statement
by directing a request to: Pace Holdings Corp., 301 Commerce
Street, Suite 3300, Fort Worth, Texas 76102, email: Pace@tpg.com.
Forward Looking Statements
This Current Report includes forward looking statements within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
forecast, intend, seek, target, anticipate, believe, expect,
estimate, plan, outlook, and project and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward
looking statements include projected financial information. Such
forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Pace, Playa or the combined company after
completion of any proposed Business Combination are based on
current expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking
statements. These factors include, but are not limited to: (1)the
inability to complete the transactions contemplated by the
proposed Business Combination; (2)the inability to recognize the
anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3)the ability to meet NASDAQs listing standards
following the consummation of the transactions contemplated by
the proposed Business Combination; (4)costs related to the
proposed Business Combination; (5)changes in applicable laws or
regulations; (6)the possibility that Playa or Pace may be
adversely affected by other economic, business, and/or
competitive factors; and (7)other risks and uncertainties
indicated from time to time in the final prospectus of Pace,
including those under Risk Factors therein, and other documents
filed or to be filed with the Securities and Exchange Commission
by Pace. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Pace and Playa undertake no commitment to update or revise the
forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclaimer
This communication is for informational purposes only and 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 to the proposed transactions or
otherwise, nor shall there be any sale, issuance or transfer or
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 Section10 of the
Securities Act of 1933, as amended, and applicable regulations in
the Netherlands and Cayman Islands.
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| Item9.01 | Exhibits |
| (d) | Exhibits |
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Exhibit Number |
Exhibit |
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| 99.1 |
Joint Press Release issued by Pace and Playa on March 1, 2017. |
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About PACE HOLDINGS CORP. (NASDAQ:PACE)
Pace Holdings Corp., formerly Paceline Holdings Corp., is a shell company. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company does not have any operations. The Company has not generated any revenues. PACE HOLDINGS CORP. (NASDAQ:PACE) Recent Trading Information
PACE HOLDINGS CORP. (NASDAQ:PACE) closed its last trading session up +0.14 at 10.15 with 171,442 shares trading hands.