NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD JULY 18, 2016
TO
THE SHAREHOLDERS OF GARNERO GROUP ACQUISITION COMPANY:
You
are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of shareholders
of Garnero Group Acquisition Company (“GGAC,” “Company,” “we,” “us” or “our”)
to be held at 11:00 a.m. EDT on July 18, 2016 at the offices of GGAC’s counsel Graubard Miller, 405 Lexington Avenue,
New York, New York 10174, for the sole purpose of considering and voting upon the following proposal:
|
|
●
|
a
proposal to amend (the “Extension Amendment”) GGAC’s amended and restated
memorandum and articles of association (the “charter”) to extend the date
by which GGAC has to consummate a business combination (the “Extension”)
to September 23, 2016 (the “Extended Date”).
|
The
Extension Amendment will be more fully described in the proxy statement to be sent to you in the coming days. The purpose of
the Extension Amendment is to allow GGAC more time to complete its previously announced business combination with Q1
Comercial de Roupas S.A. (“Grupo Colombo”) in case such additional time is needed.
GGAC’s
charter originally provided that GGAC had until June 25, 2016 to complete an initial business combination. On June 23, 2016, GGAC’s
shareholders approved certain amendments to the charter to, among other matters, extend the time to complete an initial business
combination to July 22, 2016 in order to provide GGAC with more time to consummate the transaction with Grupo Colombo. However,
GGAC has since determined that it may need an additional amount of time to consummate such transaction. Therefore, our board has
determined that it is in the best interests of our shareholders to extend the date that GGAC has to consummate a business combination
to the Extended Date in case such an additional amount of time is necessary. GGAC will only extend the date if it determines that
such additional time is in fact necessary.
If
the Extension Amendment is approved and GGAC takes advantage of the Extension, each holder of ordinary shares issued in GGAC’s
initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”)
will have the right to request to receive their pro rata portion of the trust account notwithstanding the Extension and regardless
of whether the holder votes for or against the Extension Amendment. If any public shareholders so elect, GGAC anticipates
notifying the trustee promptly after the extraordinary general meeting, which is scheduled for July 18, 2016, to liquidate the
trust account in an amount equal to the total pro rata portion of the converted shares. Any conversion referred to herein
shall take effect as a repurchase of shares as a matter of Cayman Islands law.
GGAC
estimates that the per-share pro rata portion of the trust account will be approximately $10.05 at the time of the extraordinary
general meeting. The closing price of GGAC’s ordinary shares on July 1, 2016 was $9.85. Accordingly, if the market price
were to remain the same until the date of the meeting, exercising conversion rights would result in a public shareholder receiving
approximately $0.20 more than if he sold his shares in the open market. Even if the market price per share were to rise so that
it exceeded the conversion price stated above, GGAC cannot assure shareholders that they will be able to sell their ordinary shares
of GGAC in the open market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their
shares.
If
the Extension Amendment is approved and GGAC takes advantage of the Extension, $0.10 for each public share that is not
converted, or up to an aggregate of approximately $200,187 (the “Contribution”), will be contributed to us as a loan. We will deposit the amount of
the Contribution in the trust account. Accordingly, if the Extension Amendment is approved and the Extension is completed,
the conversion amount per share in connection with the business combination with Grupo Colombo or any liquidation will be
approximately $10.15 per share, in comparison to the current conversion amount of approximately $10.05 per share if the
Extension Amendment is not approved. The Contribution is conditional upon the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not approved or the Extension is not completed. Similarly, the
Extension is conditional upon the Contribution. If the Contribution is not made, then the Extension will not be completed.
The amount of the Contribution will not bear interest and will be repayable by us upon
consummation of an initial business combination.
If
the Extension Amendment proposal is not approved and we are not able to consummate the proposed business combination with Grupo
Colombo by July 22, 2016,
we will automatically wind up, dissolve and liquidate in accordance
with our charter starting on such date in accordance with our charter.
Subject to the foregoing, approval of the Extension Amendment proposal will require a special resolution (a resolution passed
by a majority of at least two-thirds of members who, being entitled to do so, vote at the extraordinary general meeting).
The
GGAC board of directors has fixed the close of business on July 1, 2016 as the date for determining GGAC shareholders
entitled to receive notice of and vote at the extraordinary general meeting and any adjournment thereof. Only holders of
record of GGAC ordinary shares on that date are entitled to have their votes counted at the extraordinary general meeting or
any adjournment thereof.
After
careful consideration of all relevant factors, GGAC’s board of directors has determined that the Extension Amendment proposal
is fair to and in the best interests of GGAC and its shareholders, has declared it advisable and recommends that you vote or give
instruction to vote “FOR” it.
The proxy statement containing
detailed information concerning the Extension Amendment and the extraordinary general meeting will be mailed to you in the coming days. Whether or not you plan
to attend the extraordinary general meeting, we urge you to read this material carefully and vote your shares.
I
look forward to seeing you at the meeting.
|
July 5, 2016
|
By
Order of the Board of Directors
|
|
|
|
|
|
Mario
Garnero
|
|
|
Chairman
of the Board
|
Your
vote is important. Please sign, date and return the proxy card to be mailed to you with the proxy statement as soon as
possible to make sure that your shares are represented at the extraordinary general meeting. If you are a shareholder of
record, you may also cast your vote in person at the extraordinary general meeting. If your shares are held in an
account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote
in person at the extraordinary general meeting by obtaining a proxy from your brokerage firm or bank. Your failure to
vote or instruct your broker or bank how to vote will have the same effect as voting against each of the
proposals.
GGAC and its directors and executive officers may be deemed
to be participants in the solicitation of proxies for the extraordinary general meeting of GGAC shareholders to be held to approve
the Extension. A description of their interests in the Extension will be set forth in the proxy statement. Shareholders are advised
to read GGAC’s definitive proxy statement in connection with the solicitation of proxies for the extraordinary general meeting,
including any supplements or amendments thereto, because this proxy statement will contain important information. The definitive
proxy statement will be mailed to shareholders as of July 1, 2016. Shareholders also will be able to obtain a copy of the proxy
statement, including any supplements or amendments thereto, without charge, by directing a request to: Garnero Group Acquisition
Company, Av Brig. Faria Lima 1485 - 19 Andar, Brasilinvest Plaza, Sao Paulo-SP, CEP 01452-002, Brazil, Attention: Secretary. The
definitive proxy statement, including any supplements or amendments thereto, also will be available, without charge, at the Securities
and Exchange Commission's internet site (www.sec.gov).
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on
July 18, 2016
: This notice of meeting and the related proxy statement will be available at
http://www.cstproxy.com/garnerogroup/.