ESG Core Investments B.V., 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., 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:
- Mr. 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;
- Ms. 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;
- Mr. 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;
- Mr. 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
General
– 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
– 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)
