Investors

We are set-up to unlock a unique investment opportunity in Europe within industries that benefit from strong ESG profiles.

€200 - €250 million offering

Hands-on and action-driven approach in the ESG arena

Controlling stake in a European ESG company

>€20 million sponsor commitment

Euronext Amsterdam listing

Proposed
business

  • Target with a clear ESG focus in its core business, contributing to UN Sustainable Development Goals

  • Strong competitive position or unique technology

  • European-based, preferably with headquarters in North-Western Europe

  • High value-creation potential through active involvement and hands-on approach

  • Focus on strong growth profile

Offering
highlights

  • General

    • Issuer: ESG Core Investments B.V.
    • Listing venue: Euronext Amsterdam
    • Offer size: €200 million up to €250 million
    • Offer price: €10.00 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.
    • 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)
  • 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) (IPO-Market Warrants and BC-Market Warrants, together the Market Warrants), subject to the terms and conditions that are 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
    • 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)
  • 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 that are set out in the Prospectus)
    • 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 are 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
    • 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)
  • Sponsor

    • Sponsor: Infestos Sustainability B.V.
    • Sponsor Cornerstone Investment of €15 million, at the same terms and conditions as Ordinary Shareholders, except for a guaranteed full allocation and lock-up of 6 months from completion of Business Combination or earlier after Business Combination if the shares trade above €12.00 (for 20 trading days in a 30 trading days period)
    • 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 from completion of Business Combination
    • Sponsor promote of 20%, representing 5.00 million Founder Shares (6.25 million if the Extension Clause is exercised in full) 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. Lock-up of 1 year from completion of 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)
    • 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)
  • Risk factors

    • 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. 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
      • (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 the above represent only a partial summary of the risk factors that are 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

Publications