12 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
ESG Core Investments IPO raises €250 million to invest in a European pure-play ESG company
Enschede, the Netherlands, 12 February 2021, 07:00am CET
ESG Core Investments B.V. (ESG Core Investments or the Company), a special purpose acquisition company (SPAC) aiming to unlock a unique investment opportunity in Europe within industries that benefit from strong Environmental, Social and Governance (ESG) profiles, today announces that listing of and first trading on an ‘‘as-if-and-when-issued/delivered’’ basis in its Ordinary Shares and Market Warrants on Euronext Amsterdam (the IPO or Offering) commence today, 12 February 2021 at 9:00am CET.
- A total of 25 million Units have been sold in the Offering for €10.00 per Unit, raising proceeds of €250 million
- 1 Unit consists of 1 Ordinary Share, 0.125 IPO-Market Warrant (to be received at IPO) and 0.125 BC-Market Warrant (to be received upon completion of the Business Combination), subject to the terms and conditions that are set out in the Prospectus (including that no fractional Market Warrants will be issued)
- Listing of and first trading on an ‘‘as-if-and-when-issued/delivered’’ basis in the Ordinary Shares and Market Warrants commence today, Friday 12 February 2021 (the First Trading Date) at 9:00am CET on Euronext Amsterdam under the respective symbols of ESG and ESGWA. The Units will not be listed
- Delivery of and payment for the Ordinary Shares and Market Warrants and the start of unconditional trading in the Ordinary Shares and Market Warrants is expected to take place on Tuesday 16 February 2021 (the Settlement Date)
- For each Unit, 1 Ordinary Share will be issued on the Settlement Date. In addition, for each 8 Units, 1 IPO-Market Warrant will be issued on the Settlement Date. A BC-Market Warrant will be allotted to a holder of 8 Ordinary Shares or a multiple thereof after the completion of the Business Combination (as defined below)
Frank van Roij, Managing Director of ESG Core Investments: “With ESG Core Investments we aim to unlock a unique opportunity to facilitate the route to the public markets for a European pure-play ESG company. Through our IPO we have lined-up a broad and international institutional investor base with a strong interest in the ESG arena. We see many attractive opportunities in this space in North-Western Europe, where the energy transition is in full swing, also supported by the European Green Deal.”
Hans Slootweg, Managing Director of ESG Core Investments: “We see many companies in Europe with a clear ESG focus in the core of their business. As a hands-on Team we are well connected in this market and we aim to acquire a majority stake in a company that is preferably headquartered in North-Western Europe and enjoys a strong competitive position within its industry, based on unique technology and experiencing strong growth. Through our broader Infestos Team we believe we are well positioned to support a company in its transition from private to public markets and in subsequent value creation, following a similar approach as we have done in the case of Alfen.”
Highlights ESG Core Investments
- Unlocking a unique investment opportunity in a European pure-play ESG company (the Business Combination or BC)
- €250 million Offering, 100% of proceeds will be placed in escrow (negative interest payable on the escrow account), which will primarily be used for completing a Business Combination within 24 months from completion of the IPO
- Key criteria for completing a Business Combination: clear ESG focus in the core of its business, preferably headquartered in (North-Western) Europe and enjoying a strong competitive position within its industry, ideally based on a unique technology (e.g. unparalleled technological features in products and/or services offerings)
- The sponsor of ESG Core Investments is Infestos Sustainability B.V. (Infestos Sustainability or the Sponsor), a subsidiary of Infestos Nederland B.V. (Infestos), which is a family-owned investment firm with a strong track-record in sustainable industries
- €6.25 million investment by the Sponsor by means of purchasing Founder Warrants to cover expenses related to the Offering and working capital needs of the Company
- In addition, €15 million cornerstone investment by the Sponsor on the same terms and conditions as other investors in the Offering (except for a lock-up undertaking and guaranteed full allocation)
- Sponsor promote of 20%, representing 6.25 million Founder Shares that will be converted into Ordinary Shares upon completion of the Business Combination, in respect of which the Sponsor has undertaken it will not cast a vote at the BC-EGM on a resolution to effect a Business Combination
- Managed by Mr. Frank van Roij and Mr. Hans Slootweg, both Investment Directors at Infestos, which has a proven track-record of succesfull ESG investments, building on its reputation in markets including the energy transition (e.g. through Alfen) and clean water (e.g. through NX Filtration) and therefore offering unique access to off-market ESG opportunities. In addition, the Company will have access, through a consultancy agreement, to Infestos’ multidisciplinary and hands-on team (the Team) that can support a company in the transition from private to public and subsequent value creation
- Further supported by a Supervisory Board with a strong network in the ESG space, that will consist of Mr. Erwin Riefel, Ms. Anja Vijselaar, Mr. Hugo Peek and Mr. Richard Govers
Investing in ESG Core Investments involves certain risks. A description of these risks, which include risks relating to ESG Core Investments as well as risks relating to the Offering, the Ordinary Shares and the Market Warrants is included in the Prospectus.
The Company has appointed ABN AMRO (acting in collaboration with ODDO BHF) and Berenberg to act as Joint Global Coordinators and Joint Bookrunners for the Offering and Kempen & Co to act as Co-Bookrunner. ABN AMRO will act as Listing & Paying Agent.
Availability of the Prospectus and Pricing Statement
The Prospectus is available electronically via the website of ESG Core Investments (www.ESGCoreInvestments.com), subject to securities law restrictions in certain jurisdictions.
This press release also serves as the pricing statement related to the Offering as required by article 17(2) of the Prospectus Regulation.
T: +31 20 404 4707
For more information about the Offering please visit www.ESGCoreInvestments.com
This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States (or to U.S. Persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (U.S. Persons), wherever located), Canada, Australia, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of ESG Core Investments B.V. (the Company, and such securities, the Securities) in the United States (or to U.S. Persons, wherever located), Canada, Australia, Japan or South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States (or to U.S. Persons, wherever located). The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act), as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration or an exemption from, or in a transaction not subject to, the reqistration requirements of the Securities Act.
The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940, as amended. No public offering of securities is being made in the United States.
In the United Kingdom, this announcement and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any person or legal entity which is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any amendments thereto.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement may include statements, including the Company’s financial and operational medium-term objectives that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, “aims”, “forecasts”, “continues”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, as well as ABN AMRO, Berenberg and Kempen & Co (together, the Underwriters) and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Underwriters are acting exclusively for the Company and no one else in connection with any offering of Securities. They will not regard any other person as their respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
This document contains information that qualifies as inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 on market abuse.
In connection with the Offering, each of the Underwriters and any of their affiliates, may take up a portion of the Units in the Offering as a principal position and, in that capacity, may retain, purchase, sell, offer to sell for its own account such Units and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, each of the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of Units. None of the Underwriters or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in delict, tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Units have been subject to a product approval process, which has determined that the Units, the Ordinary Shares and the Market Warrants are: (i) compatible with an end target market of retail investors if they are an informed investor and meet the criteria under (iii) and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and (iii) compatible only with retail investors who do not need a guaranteed income or capital protection, are looking for an investment with a minimum recommended holding period of at least two years, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Such product approval process has furthermore determined that the Units are not compatible with an end target market of retail investors that do not meet the criteria described under (i) and (iii) above (negative target market) (the Target Market Assessment). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares and the Market Warrants may decline and investors could lose all or part of their investment; the Ordinary Shares and the Market Warrants offer no guaranteed income and no capital protection; and an investment in the Units, the Ordinary Shares and the Market Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Units.
Each distributor is responsible for undertaking its own target market assessment in respect of the Units, the Ordinary Shares and the Market Warrants and determining appropriate distribution channels.