Vertical Aerospace SPAC Presentation Deck
LEGAL DISCLAIMER
About this Presentation
This investor presentation (this "Presentation") is for informational purposes only to
assist interested parties in making their own evaluation with respect to the proposed
business combination (the "Proposed Business Combination") between Broadstone
Acquisition Corp. ("Broadstone" or "SPAC") and Vertical Aerospace Group Ltd. (the
"Company" or "Vertical") and for no other purpose. The information contained herein does
not purport to be all-inclusive and none of Broadstone, the Company or their respective
affiliates makes any representation or warranty, express or implied, as to the accuracy,
completeness or reliability of the information contained in this Presentation. Viewers of
this presentation should make their own evaluation of the Company and of the relevance
and accuracy of the information and should make such other investigations as they deem
necessary. This Presentation does not constitute (1) a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Proposed Business
insed Business
Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation
to purchase any security of Broadstone, the Company, or any of their respective affiliates,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended (the
"Securities Act"). You should not construe the contents of this Presentation as legal, tax,
accounting or investment advice or a recommendation. You should consult your own
counsel and tax and financial advisors as to legal and related matters concerning the
matters described herein, and, by accepting this Presentation, you confirm that you are
not relying upon the information contained herein to make any decision. The distribution of
this Presentation may also be restricted by law and persons into whose possession this
Presentation comes should inform themselves about and observe any such restrictions.
The recipient acknowledges that it is (a) aware that the United States securities laws
prohibit any person who has material, non-public information concerning a company from
purchasing or selling securities of such company or from communicating such information
to any other person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities, and (b) familiar with the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any
third party to use, this Presentation or any information contained herein in contravention of
the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This Presentation
and information contained herein constitutes confidential information and is provided
to you on the condition that you agree that you will hold it in strict confidence and not
reproduce, disclose, forward or distribute it in whole or in part without the prior written
consent of Broadstone and the Company and it is intended for the recipient hereof only.
Neither the Company nor any recipient of this Presentation will be an investment advisory
client of Broadstone; recipients must consult their own advisors for investment advice, and
investment performance of Broadstone presented herein is for illustrative purposes only to
indicate the experience of relevant Broadstone personnel working in the
Company's industry.
Forward-Looking Statements
Certain statements in this Presentation may be considered "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 generally relate to future
events or Broadstone's or the Company's future financial or operating performance. For
example, projections of future EBITDA and other metrics are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict".
"potential" or "continue", or the negatives of these terms or variations of them or similar
INVESTOR DECK 2021
terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those expressed
or implied by such forward looking statements. These forward-looking statements are
based upon estimates and assumptions that, while considered reasonable by Broadstone
and its management, and the Company and its management, as the case may be, are
inherently uncertain. Nothing in this Presentation should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be achieved.
You should not place undue reliance on forward-looking statements, which speak only as
of the date they are made. Neither Broadstone nor the Company undertakes any duty to
update these forward-looking statements.
Non-IFRS Financial Measures
This Presentation includes certain financial measures not presented in accordance
with International Financial Reporting Standards as promulgated by the International
Accounting Standards Board ("IFRS") including, but not limited to, EBITDA and free cash
flow and certain ratios and other metrics derived therefrom. These non-IFRS financial
measures are not measures of financial performance in accordance with IFRS and
may exclude items that are significant in understanding and assessing the Company's
financial results. Therefore, these measures should not be considered in isolation or
as an alternative to net income, cash flows from operations or other measures of
profitability, liquidity or performance under IFRS. You should be aware that the Company's
presentation of these measures may not be comparable to similarly-titled measures used
by other companies. The Company believes these non-IFRS measures of financial results
provide useful information to management and investors regarding certain financial and
business trends relating to the Company's financial condition and results of operations.
The Company believes that the use of these non-IFRS financial measures provides an
additional tool for investors to use in evaluating ongoing operating results and trends in
and in comparing the Company's financial measures with other similar companies, many of
which present similar non-IFRS financial measures to investors. These non-IFRS financial
measures are subject to inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included in determining
these non-IFRS financial measures. Please refer to footnotes where presented on each
page of this Presentation or to the appendix found at the end of this Presentation for a
reconciliation of these measures to what the Company believes are the most directly
comparable measures evaluated in accordance with IFRS. This Presentation also includes
certain projections of non-IFRS financial measures. Due to the high variability and difficulty
in making accurate forecasts and projections of some of the information excluded from
these projected measures, together with some of the excluded information not being
ascertainable or accessible, the Company is unable to quantify certain amounts that
would be required to be included in the most directly comparable IFRS financial measures
without unreasonable effort. Consequently, no disclosure of estimated comparable IFRS
measures is included and no reconciliation of the forward-looking non-IFRS financial
measures is included. Certain monetary amounts, percentages and other figures included
in this Presentation have been subject to rounding adjustments. Certain other amounts
that appear in this Presentation may not sum due to rounding.
Use of Projections
This Presentation contains financial forecasts with respect to the Company's projected
financial results, including revenue, gross profit, EBITDA, operating expenses, capital
expenditures and free cash flow, for the Company's fiscal years 2021 through 2028. The
Company's independent auditors have not audited, reviewed, compiled or performed
any procedures with respect to the projections for the purpose of their inclusion in this
Presentation, and accordingly, they did not express an opinion or provide any other form
of assurance with respect thereto for the purpose of this Presentation. These projections
should not be relied upon as being necessarily indicative of future results. The assumptions
and estimates underlying the projected financial information are inherently uncertain and
are subject to a wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those contained
in the projected financial information. Accordingly, there can be no assurance that the
projected results are indicative of the future performance of the Company or that actual
results will not differ materially from those presented in the projected financial information.
Inclusion of the projected financial information in this Presentation should not be regarded
as a representation by any person that the results contained in the projected financial
information will be achieved. Industry and Market Data In this Presentation, Broadstone
and the Company rely on and refer to certain information and statistics obtained from third-
party sources which they believe to be reliable, including independent industry reports from
Morgan Stanley, Statista, Magna Intelligence. Neither Broadstone nor the Company has
independently verified the accuracy or completeness of any such third-party information.
Additional Information
A preliminary proxy statement prospectus on Form F-4 relating to the Proposed
Business Combination is expected to be filed with the SEC and will be mailed to
Broadstone's shareholders once definitive. This Presentation does not contain all the
information that should be considered concerning the Proposed Business Combination
and is not intended to form the basis of any investment decision or any other decision
in respect of the Proposed Business Combination. Broadstone's shareholders and other
interested persons are advised to read, when available, the preliminary proxy statement /
prospectus and the amendments thereto and the definitive proxy statement / prospectus
and other documents filed in connection with the Proposed Business Combination, as
these materials will contain important information about the Company, Broadstone and
the Proposed Business Combination. When available, the definitive proxy statement /
prospectus and other relevant materials for the Proposed Business Combination will be
mailed to shareholders of Broadstone as of a record date to be established for voting on
the Proposed Business Combination. Shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available, at the SEC's website
at www.sec.gov, or by directing a request to Vertical at 140-142 Kensington Church Street,
London W8 4BN, United Kingdom or to Broadstone at Broadstone Acquisition Corp., 7
Portman Mews South, Marylebone, London WIH 6AY, United Kingdom.
Participants in the Solicitation
Broadstone and its directors and executive officers may be deemed participants in the
solicitation of proxies from Broadstone's shareholders with respect to the Proposed
Business Combination. A list of the names of those directors and executive officers and
a description of their interests in Broadstone is contained in Broadstone's Registration
Statement on Form S-1, which was declared effective on September 10, 2020, which was
filed with the SEC and is available free of charge at the SEC's website at www.sec.gov, or
by directing a request to Broadstone at Broadstone Acquisition Corp., 7 Portman Mews
South, Marylebone, London WIH 6AY, United Kingdom. Additional information regarding
the interests of such participants will be contained in the proxy statement / prospectus for
the Proposed Business Combination when available. The Company and its directors and
executive officers may also be deemed to be participants in the solicitation of proxies from
the shareholders of Broadstone in connection with the Proposed Business Combination.
A list of the names of such directors and executive officers and information regarding their
interests in the Proposed Business Combination will be included in the proxy statement /
prospectus for the Proposed Business Combination when available.
PRIVATE & CONFIDENTIAL
Private Placement
The PIPE financing described herein has not been and will not be registered under the
Securities Act or any applicable state securities laws. This Presentation is being furnished
solely in reliance on applicable exemptions from the registration requirements under the
Securities Act. The PIPE financing will be offered and sold only to "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) and institutional "accredited
investors" (as defined in Rule 501(a)(1), (2),(3) or (7) promulgated under the Securities Act).
This presentation does not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any offer, solicitation, or sale of any such securities in any
jurisdiction in which such offer, solicitation, or sale would be unlawful. Before you invest,
you should undertake your own diligence regarding the Proposed Business Combination.
Trademarks
The Company has proprietary rights to trademarks used in this Presentation that are
important to its business, many of which are registered under applicable intellectual
property laws. This Presentation also contains trademarks, trade names and service
marks of other companies, which are the property of their respective owners. Solely for
convenience, trademarks, trade names and service marks referred to in this Presentation
may appear without the ", ™M or SM symbols, but such references are not intended to
indicate, in any way, that the Company will not assert, to the fullest extent permitted under
applicable law, its rights or the right of the applicable licensor to these trademarks, trade
names and service marks. The Company does not intend our use or display of other
parties' trademarks, trade names or service marks to imply, and such use or display should
not be construed to imply, a relationship with, or endorsement or sponsorship of us by,
any other parties.
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