Mr. Aren van Dam, promoter and managing director of New Amsterdam Invest commented:
“We are very pleased to list New Amsterdam Invest today on Euronext Amsterdam. We are especially thankful for the confidence we received from our investors enabling us to raise close to fifty million euro. Our experienced team of real estate entrepreneurs will now start the quest to acquire a significant stake in a commercial real estate company in the Netherlands, Germany, the United Kingdom, or the United States of America.”
New Amsterdam Invest offering highlights
- The offering consisted of 2,455,125 units each consisting of two ordinary shares and two warrants (1 warrant issued at IPO (IPO warrant) and 1 warrant issued following completion of the business combination), at a price per unit of EUR 20 representing a total value of the offering of EUR 49.1 million.
- The ordinary shares and IPO warrants shall be issued on the settlement date, being 8 July 2021, and the other warrants shortly after completion of the business combination.
- Trading on a “as if and when issued and/or delivered” basis in the ordinary shares and warrants is expected to commence on 6 July 2021 at 9:00 am CEST on Euronext Amsterdam, under the respective symbols of NAI and NAIW. The units will not be listed. Each investor should consult its own financial intermediary on the possibility to trade the ordinary shares or warrants.
- This press release serves as the pricing statement relating to the offering as required by article 17(2) of Regulation (EU) 2017/112 (Prospectus Regulation) and has been filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is also available on the website of the company (www.newamsterdaminvest.com).
Investment highlights of New Amsterdam Invest
The objective of New Amsterdam Invest is to use the proceeds of the offering to acquire a significant stake in a company active as an operating company in the commercial real estate sector with principal operations in Europe, preferably in the Netherlands, Germany and the United Kingdom or the United States of America and establish a business combination with one or more of the following parameters:
- Business combination consideration equal to 70% – 100% of the proceeds (minus the reserved amount);
- Target value of EUR 40 – 100 million;
- Unlevered target yield between 4.5% and 7.0% of the transaction value of the target and stable dividend between 4.5% and 6.5% of the equity value of the target;
- Loan to value (LTV) ratio of 45% – 55%;
- The promoters (also being managing directors) envisage to stay on the management board of the combined entity for a period of five years as of the business combination completion date on the condition that the target invites the promoters to continue to serve on such board;
New Amsterdam Invest will hold approximately 99% of the proceeds from the offering in escrow to be used for the purpose of effecting a (legal) merger, share exchange, share purchase, contribution in kind, asset acquisition or combination of these methods. The escrow account can be subject to negative interest. The company’s main objective is to complete a business combination within an initial period of 24 months following the settlement date, being 8 July 2021, subject to a potential extension of 6 months.
In the prospectus, New Amsterdam Invest announced an initial offering of at least 1,250,000 units at EUR 20 per unit as well as the option of an extension clause offering additional units to meet potential demand. New Amsterdam Invest has decided, after consultation with ABN AMRO Bank N.V. in its capacity as bookrunner, to trigger the extension clause and increased the size of this offering to fifty million euro.
The promoters bear a financial commitment of EUR 750,000 (as promoter contribution). To cover any additional costs, up to EUR 500,000 the reserved amount from the proceeds can be used. If the promoter contribution and the reserved amount are insufficient to fund the offering expenses and the initial working capital, the promoters have contractually agreed to pay to the company, in addition to the promoter contribution, such additional amount corresponding to the outstanding offering expenses and initial working capital.
In addition to their promoter contribution promoters will (together) participate with EUR 10 million in the offering, investing their own money in 500,000 units, to show their confidence in New Amsterdam Invest and to fully align the interests of promoters and shareholders.
As at the date of the prospectus the company’s issued share capital amounts to EUR 51,000, divided into 1,275,000 ordinary shares, each with a nominal value of EUR 0.04.
With effect as of the settlement date, and after the extension clause is exercised, the company’s issued share capital will amount to EUR 247,410 divided into 6,037,943 ordinary shares with a nominal value of EUR 0.04 each of which 1,127,693 shares are held in treasury; 147,307 promoter shares with a nominal value of EUR 0.04 each; and five priority shares with a nominal value of EUR 0.04 each.
The right of promoters to convert promoter shares into ordinary shares may be exercised at three different points in time, in each case without additional payment being required, provided that conversion will never become effective prior to the business combination completion date. As a basic principle, a promoter (indirectly) receives 3.5 ordinary shares upon conversion of 1 promoter share. All details of such conversion rights are included in the prospectus. The promoters will be bound by a 6 month lock-up.
- Start of listing: Tuesday 6 July 2021
- Settlement: Thursday 8 July 2021
Availability of the prospectus and risk factors
New Amsterdan Invest has published a prospectus on its website (www.newamsterdaminvest.com) which has been approved by the AFM. The offering is being made only by means of the prospectus and under the terms included therein.
Investing in New Amsterdam Invest is associated with certain risks. A description of these risks, which include risks relating to New Amsterdam Invest as well as risks relating to the offering, admission, the ordinary shares and the warrants are included in the prospectus.
The prospectus is made available free of charge on the website of the company. Hardcopies of the prospectus, may, subject to applicable securities law restrictions in certain jurisdictions, be obtained free of charge, by contacting New Amsterdan Invest, Herengracht 280, 1016 BX Amsterdam, thee Netherlands, or by phone +31 (0)20 854 61 68, by email firstname.lastname@example.org or electronically via the website https://www.newamsterdaminvest.nl/#downloads.
Advisors to New Amsterdam Invest
ABN AMRO Bank N.V. acts as sole bookrunner and listing and paying agent. Baker & McKenzie Amsterdam N.V. is acting as legal advisor to New Amsterdam Invest in connection with this offering.
Press and investor information
Comprehensive Strategy | Communications, +31(0)6- 5188 7210
About New Amsterdam Invest
New Amsterdam Invest N.V. is a SPAC which intends to list at Euronext Amsterdam and hence will seek to invest the proceeds of the listing in a real estate company with principal operations in Europe, preferably in the Netherlands, Germany and the United Kingdom or the United States of America to form a business combination.
The management board of New Amsterdam Invest consists of 4 promoters with long-term real estate investor experience: Aren van Dam, Cor Verkade, Moshe van Dam and Elisha Evers. For all relevant information see our website www.newamsterdaminvest.com
This announcement is not a prospectus. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus that the company expects to publish after its approval by the relevant regulatory authority. The prospectus contains detailed information about the company and its business, management, risks associated with investing in the company, as well as financial statements and other financial data. The prospectus has been published and made available through the corporate website of New Amsterdam Invest (https://www.newamsterdaminvest.nl/#downloads). This announcement cannot be used as basis for any investment agreement or decision.
The date of completion of listing on the regulated market of Euronext Amsterdam may be influenced by things such as market conditions. There is no guarantee that such listing will occur and investors should not base their financial decisions on the company’s intentions in relation to such listing at this stage.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the intended offering. The value of the ordinary shares and/or the warrants can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the intended offering for the person concerned.
No action has been taken by the company that would permit an offer of the company’s securities or the possession or distribution of these materials or any other offering or publicity material relating to such securities in any jurisdiction outside of the Netherlands where action for that purpose is required. The release, publication or distribution of these materials 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. The issue, the subscription for or purchase of shares of the company can be subject to special legal or statutory restrictions in certain jurisdictions. The company is not liable if the aforementioned restrictions are not complied with by any person.
The contents of this announcement may include statements that are, or may be deemed to be, “forward-looking statements”. In some cases, forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “estimates,” “anticipates”, “expects”, “in-tends”, “may”, “will”, “plans”, “continue”, “ongoing”, “potential”, “predict”, “project”, “target”, “seek” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. Forward-looking statements include statements regarding the company’s intentions, beliefs or current expectations concerning, among other things, its results of operations, prospects, growth, strategies and dividend policy and the industry in which the company operates. By their nature, forward-looking statements involve known and unknown risks and uncertainties. New risks can emerge from time to time, and it is not possible for the company to predict all such risks, nor can the company assess the impact of all such risks on its business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of future performance. Given these risks and uncertainties, the reader should not rely on forward-looking statements as a prediction of actual results. Without prejudice to the company’s obligations under applicable law in relation to disclosure and ongoing information, the company does not intend, and does not assume any obligation, to up-date forward-looking statements.
ABN AMRO Bank N.V. as sole bookrunner and listing and paying agent (the “Bookrunner“) are acting for the company and no one else in relation to the intended offering, and will not be responsible to anyone other than the company for providing the protections offered to their respective clients nor for providing advice in relation to the intended offering.
The company assumes responsibility for the information contained in this announcement. None of the bookrunner or any of its affiliates or directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the company, 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. The bookrunner and each of its affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the underwriters or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement does not constitute, nor forms part of, an offer to purchase or sell or solicitation to purchase or subscribe for securities, and there shall not be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to its registration or qualification under the laws of such jurisdiction. A prospectus for purposes of Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA Member State, the “Prospectus Regulation“) has been approved by the Netherlands Authority for the Financial Markets andis available for consultation on the company’s website at https://www.newamsterdaminvest.nl/#downloads and may be obtained free of charge from the company. Investors are invited to consult the section risk factors of the prospectus which contains specific information about risk factors. The distribution of this press release may be restricted by law or regulation in certain countries. Accordingly, persons who come into possession of this press release should inform themselves of and observe such restrictions. The securities referred to in this press release will not be publicly offered, and will not be registered, in any jurisdiction other than to investors in the Netherlands who acquire securities for a total consideration of at least EUR 100,000 per investor.
In any EEA Member State other than the Netherlands that has implemented the prospectus regulation, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the prospectus regulation.
This announcement contains information that qualifies as inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 on market abuse
This communication is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments and who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) who are high net worth entities or other persons who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person must not act or rely on this communication or any of its contents.
Each of the company, as well as ABN AMRO Bank N.V. and Baker Mckenzie Amsterdam N.V., and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in these materials whether as a result of new information, future developments or otherwise.This announcement and the information contained herein do not constitute an offer to sell nor a solicitation to buy securities of the company, and are not for publication, distribution or release in, or into United States, Australia, Canada, Japan or any other jurisdiction where to do so would be prohibited by applicable law.