ESG Core Investments announces its intention to list on Euronext Amsterdam, aiming to raise up to €250 million to invest in a European pure-play ESG company
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ADVERTISEMENT. This announcement is an advertisement relating to the intention of the Company (as defined below) to proceed with the Offering (as defined below) and the Admission (as defined below). This announcement does not constitute a prospectus. 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 Securities (as defined below) in any jurisdiction, including the United States, Canada, Australia, South Africa or Japan. Further details about the Offering and the Admission will be included in the Prospectus (as defined below). A request has been made with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM) for approval of the prospectus (the Prospectus) relating to the Offering and the Admission (each as defined below), and will be published and made available at no cost at the start of the offer period through the corporate website of the Company (www.esgcoreinvestments.com), subject to securities law restrictions in certain jurisdictions. An offer to acquire Units (including the Ordinary Shares and Market Warrants, each as defined below) pursuant to the Offering will be made, and any potential investor should make their investment, solely on the basis of information that will be contained in the Prospectus. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Units (including the Ordinary Shares and the Market Warrants). The future approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the Units (including the Ordinary Shares and the Market Warrants) and the Company.
ESG Core Investments announces its intention to list on Euronext Amsterdam, aiming to raise up to €250 million to invest in a European pure-play ESG company
Enschede, the Netherlands, 4 February 2021, 7:00am 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 its intended Offering of Units consisting of Ordinary Shares and Market Warrants on Euronext Amsterdam (the IPO or Offering) for an amount of up to €250 million in the first quarter of 2021, subject to market conditions. 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.
Highlights ESG Core Investments
- A unique investment opportunity in a European pure-play ESG company (the Business Combination or BC)
- Targeted €200-250 million Offering, 100% of proceeds will be held in escrow, 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)
- €5.00-6.25 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)
- 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
Frank van Roij, Managing Director of ESG Core Investments: “We are proud to announce today the intented listing of ESG Core Investments. We aim to unlock a unique investment opportunity in a European pure-play ESG company and we see many attractive opportunities in this area in Europe, where the energy transition is in full swing, also poised by the European Green Deal. As a Team we bring an extensive track record to the table, also through our investments in Alfen, facilitating the energy transition, and NX Filtration, providing nanotechnology for producing pure and affordable water.”
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.”
Unlocking unique European pure-play ESG opportunity
ESG Core Investments aims to identify and acquire a majority (or otherwise controlling) stake in a high-growth company with a clear ESG focus in the core of its business, that is preferably headquartered in (North-Western) Europe and is enjoying a strong competitive position within its industry, ideally based on unique technology. ESG Core Investments believes it offers a unique investment opportunity because it is currently the only European-based SPAC focusing on the broader ESG arena.
ESG Core Investments benefits, through a consultancy agreement, from the involvement of Infestos, which has a proven track-record of successful growth ESG investments in sectors such as clean water and the energy transition. Infestos has a complementary and experienced multidisciplinary Team with experience across all relevant areas of value creation, which is set-up to support a company in its growth and transition phases, including the transition from private to public markets. ESG Core Investments believes it is well-positioned to identify and access attractive off-market ESG transactions, based on Infestos’ track-record and reputation in relevant ESG markets through, for example, its investments in NX Filtration, providing nanotechnology for producing pure and affordable water, and Alfen, providing smart energy solutions.
ESG Core Investments’ Managing Directors are Mr. Frank van Roij and Mr. Hans Slootweg, both Investment Directors at Infestos, where they played an instrumental role in the value creation of Infestos’ portfolio companies including Alfen, Verwater and NX Filtration. As of the settlement date of the Offering, ESG Core Investments will have a Supervisory Board with a strong network in the ESG space, consisting of:
- Erwin Riefel (chairman), Investment Director at Infestos with over 20 years of M&A experience. He was previously senior relationship manager at Rabobank International and supervisory board member at Alfen;
- Anja Vijselaar, Director in the Business Unit Energy at WSP, one of the world’s leading professional services firms and experienced in supporting clients in solutions for high voltage and the energy transition. She was previously CEO of Joulz Energy Solutions and held several management positions at Dura Vermeer;
- Hugo Peek, partner with DIF Capital Partners, a €8.5 billion alternative fund manager, where he is in charge of the private debt strategy. He is a highly prominent M&A banker in the Dutch market with over 25 years of experience and deep network of senior level contacts. He is former Head of ABN AMRO Corporate & Institutional Banking EMEA, responsible for all its sustainability efforts;
- Richard Govers, partner in the Strategic Advisory Group at PJT Partners in London, delivering advisory and capital raising solutions. He is a highly prominent M&A banker in North-Western Europe with over 20 years at Goldman Sachs Investment Banking Division, heading the Netherlands region and senior coverage responsibility within the Global Industrials Group and the Nordics region with extensive experience in clean energy and renewables.
The investment in a potential target business will be conditional on the approval by a majority of at least 70% of the votes cast at the Extraordinary General Meeting of Shareholders of ESG Core Investments (EGM), subject to a valid quorum consisting of at least half of the Ordinary Shares being present or represented, provided that if no such quorum is met, the Company is entitled to convene a second extraordinary meeting where no quorum requirements will apply. Shareholders who oppose to the proposed Business Combination at the EGM are, in the case of a successful Business Combination, entitled to sell back their shares to ESG Core Investments on the terms and conditions that will be set out in the Prospectus.
Proposed transaction highlights ESG Core Investments
- Issuer: ESG Core Investments B.V.
- Listing venue: Euronext Amsterdam
- Targeted Offer size: €200 million up to €250 million
- Offer price: €10 per Unit
- Offering to certain institutional investors in various jurisdictions and to certain retail investors in the Netherlands. Any investor may only acquire Units for a total consideration of at least €100,000.
- Unit structure
- 1 Unit will consist 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 will be set out in the Prospectus (including that no fractional Market Warrants will be issued)
- 1 whole Market Warrant will entitle the holder thereof to purchase 1 Ordinary Share at a price of €11.50 per share
- Market warrants will be subject to anti-dilution protection, have a 5 year exercise period from completion of the Business Combination and are redeemable earlier by the Company if the Ordinary Share price equals or exceeds €18.00 (for 20 trading days in a 30 trading days period)
- The BC-Market Warrants will be fungible with, and will be identified with the same ISIN as the IPO-Market Warrants
- Business combination
- 24 months to complete a Business Combination
- 70% or more shareholder approval required for the proposed Business Combination (subject to the quorum requirements set out above)
- In the case of a successful Business Combination, the Company will buy back Ordinary Shares from dissenting shareholders (for an amount of the initial investment less negative interest payable on the escrow account) on the terms and conditions that will be set out in the Prospectus
- If no Business Combination is completed by the Business Combination deadline, the Company will be dissolved and liquidated and the remaining assets will be reimbursed to the shareholders
- Sponsor: Infestos Sustainability B.V.
- Sponsor Cornerstone Investment of €15 million, at the same terms and conditions as Ordinary Shareholders, except for a lock-up of 6 months after Business Combination or earlier after Business Combination if the shares trade above €12.00 (for 20 trading days in a 30 trading days period) and guaranteed full allocation
- Investment in Founder Warrants to finance expenses related to the Offering and working capital of €5.00 million (up to €6.25 million if the Extension Clause is exercised in full). Lock-up of 30 days after Business Combination
- Founder Shares representing 20% of the Offering size, 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. Lock-up of 1 year after Business Combination or earlier if at least 150 days after Business Combination the Ordinary Shares trade above €12.00 (20 trading days in a 30 trading days period)
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 will be included in the Prospectus. Any decision to participate in the Offering should be made solely on the basis of the Prospectus. The following is a summary of selected key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects: (i) ESG Core Investments is a newly formed entity with no operating history and ESG Core Investments has not and currently does not generate any revenues, and as such prospective investors have no basis on which to evaluate the ESG Core Investments’ performance and ability to achieve its business objective; (ii) ESG Core Investments has not yet identified (a) any specific potential target business with which to complete a Business Combination or (b) a particular industry or sector for a potential target business to operate in, and as such prospective investors have no basis on which to evaluate the possible merits or risks of a target business’ operations; (iii) ESG Core Investments’ expectations regarding the market momentum for sustainable companies and related growth may not materialize to the extent it expects, or at all; (iv) there is no assurance that ESG Core Investments will identify suitable Business Combination opportunities by the Business Combination Deadline; and (iv) the past performance of the Sponsor and the Managing Directors is not indicative of the future performance of an investment in ESG Core Investments. The risk factors set out in this announcement represent only a partial summary of the risk factors that will be set out in the Prospectus and are not intended to be a comprehensive list of risks and uncertainties relating to ESG Core Investments or any of its securities.
If and when the Offering is launched, further details will be included in the Prospectus. Once the Prospectus has been approved by the Netherlands Authority for the Financial Markets (AFM), the Prospectus will be published and made available at no cost at the start of the offer period through the website of ESG Core Investments (www.ESGCoreInvestments.com), subject to securities law restrictions in certain jurisdictions.
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 proposed Offering and Kempen & Co to act as Co-Bookrunner. ABN AMRO will act as Listing & Paying Agent.
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.
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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.
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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 will be 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.
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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.
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