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.
Offering highlights
- A total of 25 million Units have been sold in the Offering for €10.00 per Unit, raising proceeds of €250 million
- 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
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.
Underwriters
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.
