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BROADSTONE ACQUISITION CORP.

ABOUT

Broadstone Acquisition Corp. is a newly incorporated vehicle set up by serial entrepreneurs, operators and investors, Hugh Osmond, Edward Hawkes and Marc Jonas.

Broadstone Acquisition Corp. has been established to combine with a fundamentally sound business with significant growth prospects. In particular, we are focussing on opportunities with an established offering and a market need to fulfil, or a business which finds itself unable to capitalise on its true growth prospects owing to an inappropriate balance sheet structure or limited access to funding.

Our executive team specialises in identifying clear value-creation opportunities, and in structuring those investments through periods of market volatility to maximize downside protection. We get deeply involved at an operational level to unlock upside potential. The combination of a strong internal team, a network of external resources and the experience of the management team enables us to deliver rapid, substantial, and lasting performance improvements.

Having worked together for more than twenty years, operating in both public and private markets across several different sectors, our team has an extensive track record of value creation.

We want to partner with strong and committed management teams who will benefit from our skillset and experience, and our ability to access capital and public markets.

FOUNDERS

Hugh Osmond

Chairman
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In 1993, Mr. Osmond co-led the acquisition of Pizza Express and the substantial franchise buy-in to create the UK’s largest quoted restaurant group. He co-founded and acted as Executive Chairman of Punch Group and led the consolidation of the UK pub industry overseeing multiple acquisitions totalling some 8,000 pubs and £3.5 billion. Mr. Osmond co-founded Pearl Group, now Phoenix Group, and led the £1.1 billion acquisition of HHG’s closed life insurance businesses as well as the £3.0 billion acquisition of Resolution Plc in 2008, creating the largest life and pensions consolidator in Europe, listed in the FTSE 100 Index with a market capitalization of £4.6 billion. In 2014, Mr. Osmond became a substantial investor in Keepmoat and most recently led the acquisition of Capital Physio.

Mr. Osmond studied Medicine at The University of Oxford.

Marc Jonas

Chief Executive Officer
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Mr. Jonas co-founded Wellington Pub Company in 1997 and co-founded Punch Group in 1998. As Punch Group’s Property Director Mr. Jonas played a major part in the financing and integration of acquisitions and business rationalization. Mr. Jonas was Executive Chairman of Punch Taverns’ tenanted business prior to its flotation and served as a non-executive director until 2004. In 2002, Mr. Jonas led the £465 million acquisition of the Center Parcs property portfolio from Deutsche Bank Capital. From 2005 to 2009, Mr. Jonas served as Chairman of Pearl Group’s Asset/Liabilities Investment Management Committee. In 2007, Mr. Jonas led the €2 billion sale and leaseback of Santander’s Spanish branch network, and he subsequently led the €1.3 billion bond refinancing of Uro Property Holdings in 2015. Mr. Jonas is director of Carnegie Capital Estates, a real estate developer in the UK. Mr. Jonas is a substantial investor in Phoenix Group and Keepmoat.

Mr. Jonas studied Politics, Philosophy and Economics at The University of Oxford.

Edward Hawkes

Chief Financial Officer
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Mr. Hawkes co-founded Pearl Group in 2005 (now Phoenix Group) and was instrumental in the £1.1 billion acquisition of HHG’s closed life insurance businesses. Mr. Hawkes co-led the £3.0 billion acquisition of Resolution Plc in 2008 and the £500 million reverse merger of Pearl Group into Liberty Acquisition Holdings (International) Company in 2009. In 2013, Mr. Hawkes led the £250 million equity raise of Phoenix Group.

Mr. Hawkes led the £372 million acquisition of Keepmoat in 2014 and the subsequent £330 million sale of its Regeneration Division in 2017. In 2018, Mr. Hawkes co-led the refinancing of the group, unlocking the growth potential of the Homes Division and growing revenue from £262 million in fiscal year 2015 to £650 million in fiscal year 2019 and delivering an operating profit of £59 million in fiscal year 2019 (calculated in accordance with IFRS).

Most recently, Mr. Hawkes helped to launch ilke Homes, the largest modular house builder in the UK, and is a member of the board of directors of ilke Homes.

Mr. Hawkes studied Economics and Management at The University of Oxford.

Our management team is led by Hugh Osmond, Marc Jonas and Edward Hawkes (the “Founders”). Over the past 20 years, our Founders have led, managed and invested in transactions worth over £10 billion. The Founders’ investments include Pizza Express, Punch Group, Phoenix Group and Keepmoat Homes, each of which is described in greater detail below. The Founders have built sector-leading businesses across a broad range of industries, including two that became listed in the FTSE 100 Index (Pearl Group and Punch Group).

TRACK RECORD OF VALUE CREATION

Our management team has a proven track record of acquiring underappreciated assets in shifting markets, creating very substantial businesses, and generating strong returns for investors, four such investments are described below.

PIZZA EXPRESS - Click to View

Mr. Osmond co-led the acquisition of Pizza Express in 1993 and took a lead role in restructuring the company and driving the subsequent major expansion of the chain. Pizza Express grew from 68 restaurants in 1993, the majority of which were franchises, to 367 restaurants in 2001 when Mr. Osmond left the company’s Executive Board. Mr Osmond led Pizza Express through its transformation into the UK’s largest quoted restaurant group, including by standardizing operating procedures to enhance the customer experience and engaging in a complex repurchase of its franchises. During the period Mr. Osmond was on the Board, Pizza Express’s net annual income increased from a net loss of £0.5 million for the financial year ended June 28, 1992 (prior to acquisition) to net profit of £38 million for the financial year ended June 30, 2002, and it became the UK’s largest quoted restaurant group.

PUNCH GROUP - Click to View

The UK pub industry was undergoing structural change in the 1990s following an investigation by the UK Monopolies and Mergers Commission and resulting legislation that limited the number of pubs that the UK’s major brewers were permitted to own. In 1997, our management team began to consolidate the ownership of the UK’s pub sector through its controlling interest in Punch Group.

Our management team led more than £3.5 billion of acquisitions for Punch Group, creating the largest tenanted pub company in the UK. These acquisitions included: Punch Group’s initial acquisition of more than 1,400 leased pubs from Bass Lease Company Limited for an aggregate purchase price of £564 million in 1997; the purchase of Inn Business Plc for £145 million in 1999; and the £2.7 billion acquisition of all of
the UK retailing interests of Allied Domecq Plc in 1999. The team employed innovative financing structures, executing the first securitizations of both tenanted and managed pubs in the UK.

Our management team’s hands-on operational approach included managing the real estate portfolio to enhance value; effective cost control; an extensive investment program in previously underinvested pubs; leveraging Punch Group’s buying power to make the supply chain more efficient; broadening product offerings (including food at most locations); and reworking the pricing strategy across the entire group.

In 2002, our management team led the initial public offering of Punch Taverns.

PHOENIX GROUP - Click to View

In 2005, our management team founded Pearl Group (now Phoenix Group) to invest in the life insurance sector, which our team believed to represent a significant opportunity despite recent regulatory scandals that had depressed the value of companies in the sector. Our team led the acquisition of HHG Group’s closed life insurance businesses for £1.1 billion in 2005 and the takeover of Resolution Plc, a company listed on the London Stock Exchange and a constituent of the FTSE 100 Index, for £3.0 billion in 2008. Both transactions employed financing strategies, using the cash flow from mature life insurance policies to support contingent bonds and bank debt. Our team also restructured the businesses’ operations, including by creating an asset and liability matching business called Axial Investment Management (now part of Standard Life Aberdeen).

In 2009, Pearl Group became listed on the London Stock Exchange via its reverse merger into Liberty Acquisition Holdings (International) Company (a Euronext listed acquisition vehicle) and changed its name to Phoenix Group. Today, Phoenix Group is the largest life and pensions consolidator in Europe and is a constituent of the FTSE 100 index with a market capitalization of £4.6 billion as of June 12, 2020.

KEEPMOAT HOMES - Click to View

In 2014, our management team led the acquisition of Keepmoat for £372 million. Keepmoat provided refurbishment and maintenance services to UK governmental providers of social housing and built new houses in partnership with those same governmental bodies. Under its prior ownership, Keepmoat had been significantly leveraged with an estimated £960 million of debt, which our team reduced to £263 million at the time of acquisition. Our team believed that, with reduced debt costs, the housebuilding division would be well-positioned to capitalize on the market opportunity presented by the UK shortage of high-quality, low- cost housing.

Operationally, our management team managed the disposal of non-core assets, reinvesting the proceeds in the housebuilding division. In 2017, our team led the sale of the refurbishment and maintenance services business to ENGIE for £330 million and a refinancing of the housebuilding business. The housebuilding business has continued to grow its customer base and land pipeline, and it now sells over 4,000 affordable homes per year throughout the UK, making it the UK’s largest partnership homebuilder and the 6th largest housebuilder in the UK out of housebuilders that reported their annual results during the twelve-month period ended April 30, 2020.

In the year ended October 31, 2019 Keepmoat delivered sales of £650 million and operating profit of £59 million (calculated in accordance with IFRS).

INDEPENDENT DIRECTORS

Ian Cormack

Non Executive Director
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Ian Cormack will serve on our board of directors following the completion of this offering. Mr. Cormack has been a non-executive director at the Royal Bank of Scotland, Natwest Holdings Ltd., National Westminster Bank Plc and Ulster Bank Ltd since May 2018 and at Just Group Plc since April 2016. Mr. Cormack had also served as the chairman of Maven Income & Growth VCT4 Plc from 2004 to 2019 and had previously been a senior independent director of Phoenix Group Holdings Plc (2009 to 2018), Xchanging Plc (2013 to 2016), Partnership Plc (2013 to 2016) and Bloomsbury Publishing Plc (2011 to 2015) and a non-executive director of Qatar Financial Centre Authority (2006 to 2012). Mr. Cormack has also served as the chairman of CHAPS (UK clearing system) and as a non-executive director of Aspen Insurance Holdings Ltd. and Hastings Group Holdings Plc. Mr. Cormack was the chief executive officer of AIG Europe Inc. from 2000 to 2002 and had spent over 30 years at Citibank until 2000, where he was UK Country Head and the Co-head of the Global Financial Institutions Group. Mr. Cormack studied Philosophy, Politics and Economics at the University of Oxford.

Rory Cullinan

Non Executive Director
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Rory Cullinan will serve on our board of directors following the completion of this offering. Mr. Cullinan has been a Non-Executive Director of Cia Cervecerias Unidas S.A. (representing Heineken) since May 2018. Mr. Cullinan was also a Non-Executive Director of J2 Acquisition Limited from September 2016 to October 2019. He previously spent 10 years at the Royal Bank of Scotland (2009 to 2015 and 2001 to 2005), where his positions included Executive Chairman, CIB & Capital Resolutions, CEO of the Capital Resolution Group, CEO of the Non-Core Division and Head of Equity Finance. In 2015, Mr. Cullinan was the Co-Managing Partner of Renaissance Partners in Moscow and a Group Board Member Group Board and Exco. Prior to that he was head of financial services at Permira from 2005 to 2006. In 1992, Mr. Cullinan founded Verdoso Investments, and he was the COO and CFO of Pembridge Investments/DRG Plc from 1989 to 1992. Prior to that Mr. Cullinan worked for Citibank in South Africa, London and New York.

Philip Bassett

Non Executive Director
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Philip Bassett will serve on our board of directors following the completion of this offering. Mr. Bassett founded Brightwell Partners Limited in July 2015 and currently serves as its managing director (since November 2018). In addition, Mr. Bassett is a designated member of Brightwell Equity Partners LLP (since December 2014) and Oxwich Coal House Ltd. (since August 2012). Prior to founding Brightwell, Mr. Bassett spent over 20 years at Permira Advisers LLP, where he was a partner from January 2004 to June 2015 and served as the head of investor relations and fundraising. Mr. Bassett became a member of the Institute of Chartered Accountants in England and Wales in 1992 and studied Classics at the University of Oxford.

CORPORATE GOVERNANCE

To view and download our SEC filings, click here to connect to Edgar Online

Audit Committee Charter

Code of Ethics

Compensation Committee Charter

Corporate Governance Guidelines

Nominating and Corporate Governance Committee

CONTACT US

Broadstone  Contact

7 Portman Mews South, Marylebone, W1H 6AY
+44 (0) 20 7725 0800
info@broadstoneacquisitioncorp.com

Press Contact

Iain Dey, Edelman Smithfield
+44 (0) 7976 295906
broadstone@edelman.com

The company is incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial investment.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.