Rose Hill Acquisition Company – in Official Liquidation (the "Company")

NOTICE TO SHAREHOLDERS

Appointment of Liquidators and Determination of Solvency

Please be advised that by Order of the Grand Court of the Cayman Islands (“Court”) made on February 5, 2024 (the “Order”), Michael Green and Grant Hiley of Deloitte & Touche LLP, Cayman Islands, have been appointed as Joint Official Liquidators of the Company (the “Liquidators”) with effect from February 5, 2024. A copy of the Order is at Appendix A. 

Role of the Liquidators

The Liquidators will conduct the Liquidation in accordance with the Order and the laws, rules and regulations of the Cayman Islands, including the Companies Act (2023 Revision) (“Companies Act”), the Companies Winding Up Rules (2023 Consolidation) (“CWR”) and Insolvency Practitioners’ Regulations (2023 Consolidation).

Consistent with the Order and the Companies Act, the primary role of the Liquidators is to take possession of, protect and realise, the Company’s assets, distribute any of the Company’s assets in accordance with the Companies Act. The Liquidators are also empowered to investigate the Company’s affairs and historical dealings.  

Cessation of powers of the directors

Pursuant to section 110 of the Companies Act and Order 3, Rule 22 of the CWR, with effect from February 5, 2024, all powers of the Company’s directors have ceased, and the Liquidators now control the Company. The directors shall have no authority or power to act in relation to the Company.  

Status of the liquidation

The liquidation process is in its early stages and the Liquidators have taken steps to collect and review the books and records and other available information relating to the Company and its affairs. As a priority, the Liquidators are taking steps to identify and secure the Company’s assets, establish potential creditor claims and engage with key stakeholders. There are also a number of statutory obligations the Liquidators must comply with in accordance with the Companies Act and CWR.

Determination of solvency

Pursuant to Order 8 of the CWR, the Liquidators are required to make an initial determination as to whether the Company should be regarded as being solvent, insolvent, or of doubtful solvency within 28 days of the commencement of the liquidation. The purpose of this determination is to ensure that the Liquidators report to those stakeholders that have the economic interest in the outcome of the liquidation. This determination shall also be used for the purposes of convening meetings and establishing a liquidation committee.

The rules relating to determining solvency, convening meetings and establishing a liquidation committee can be found at Orders 8 and Orders 9 of the CWR.

The Liquidators have determined that the Company shall be regarded as insolvent, and having made that determination, the Liquidators will convene a meeting of creditors in due course in accordance with the CWR. 

Liquidators’ reporting obligations

The Liquidators are required to prepare a first report to creditors of the conduct of the liquidation and present that report at the first meeting of creditors. Reports to creditors will also be prepared on an annual basis in advance of annual meetings of creditors. Pursuant to Order 10, rule 1 (4) of the CWR, the Liquidators are required to provide copies of their reports to creditors and to any shareholder upon request.

For confidentiality reasons, shareholders will be required to provide evidence of their shareholding prior to being provided with copies of creditor reports. Kindly note that the Liquidators can only provide information and liaise with shareholders on record per Company’s register of shareholders. For investors holding their shares via a nominee or a custodian, the nominee or custodian must furnish authorization to the Liquidators to obtain information on behalf the shareholder of record. 

Questions regarding the liquidation can be sent by email to rhliquidation@deloitte.com.

• Appendix A: Rose Hill Acquisition Corporation Winding Up Order