Mr. Aren van Dam, promoter and managing director of New Amsterdam Invest commented:
“As New Amsterdam Invest marks the launch of its SPAC, the publication of its prospectus and start of its book building today, we are excited to provide investors on Euronext Amsterdam an unique opportunity to team up with our experienced team of real estate entrepeneurs to invest in a SPAC with a focus to acquiring 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 will consist of 1,250,000 to 2,500,000 units each consisting of two ordinary shares and 1 warrant issued at IPO and 1 warrant issued per 2 ordinary shares following completion of the business combination, at a price per unit of EUR 20.00 representing a total value of the offering of EUR 25 to 50 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.
- The offering consists solely of a public offer in the Netherlands to investors who acquire securities for a total consideration of at least EUR 100,000 per investor and an admission to listing on Euronext Amsterdam. The prospectus for this admission has been approved by and filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) and is available on https://www.newamsterdaminvest.nl/#downloads. For all details of the offering and admission, the company refers to the prospectus.
- The subscription for the offering will commence at 09:00 Central European Summer Time (CEST) on 22 June 2021 until 17:30 CEST on 2 July 2021, subject to acceleration or extension of the timetable of the offering.
- Subject to acceleration or extension of the timetable of the offering, trading on an “as-ifand- when-issued-and/or-delivered” basis in the ordinary shares and warrants is expected to commence on 6 July 2021 on Euronext Amsterdam, under the respective symbols of NAI and NAIW. The units themselves will not be listed.
New Amsterdam Invest key differentiators
- A strong management team with proven track record and clear focus on expertise investment in real estate in the Netherlands, Germany, the United Kingdom and the United States of America.
- A best-in-class real estate practice open for individual investors with a share construction aimed at a differentiated investment following completion of the business combination in a real estate company in the Netherlands, Germany, the United Kingdom or the United States of America, providing liquidity for the individual investor.
- A redefining commitment in the SPAC environment as promoters put skin in the game, guaranteeing 20% of the offering, or up to a maximum amount of EUR 10 million (if the extension clause is exercised in full), of the investment at own risk (through purchase of ordinary shares in the SPAC), a relatively low promoters’ reward (of maximum 8.4%1) via promoter shares (versus standard promoters’ reward of 20%) and 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.
Investment highlights of New Amsterdam Invest
Experienced leadership team with strong commitment
New Amsterdam Invest’s leadership team:
- Management board is a coherent team consisting of Aren van Dam (promoter & managing director), Cor Verkade (promoter & managing director), Moshe van Dam (promoter & managing director) and Elisha Evers (promoter & managing director), with manifold inroads with different attractive targets and experience with running companies in the real estate sector. Know-how of the sector due to a combined 80+ years of activity in the real estate sector both in project acquisition and project (re-)development building a diversified EUR 350 million real estate portfolio.
- An experienced independent supervisory board with an extensive transaction and financial services track record: Jan Louis Burggraaf (chairman), Elbert Dijkgraaf (supervisory director) and Paul Steman (supervisory director).
- Promoters Aren van Dam, Cor Verkade, Moshe van Dam and Elisha Evers will (together) contribute 20% in the offering (or up to a maximum amount of EUR 10 million if the extension clause is exercised in full), investing their own funds, as a cornerstone investment in ordinary shares, to demonstrate their support for New Amsterdam Invest and to fully align interest of promoters and shareholders.
- Promoters focus on long-term returns above growth is reflected in a relatively low promoter’s reward after business combination, of maximum 8.4%2 via promoter shares.
Assuming a 100% stake in the business combination and after meeting the EUR 11.50 strike price requirements
Business target and profile
- Depending on deal size, 98% – 99% of the proceeds from the offering will be held in escrow and will be used for the purpose of effecting (legal) merger, share exchange, share purchase, contribution in kind, asset acquisition or combination of these methods with or acquisition of an operating business or entity within 24 months from the completion of the offering (subject to a potential extension of 6 months), or for repurchasing ordinary shares at investors’ election in certain circumstances
- New Amsterdam Invest is looking to invest the gross proceeds (excl. reserved amount) of the offering in a target company with one or more of the following characteristics:
- Operating and investing in commercial real estate in the Netherlands, Germany, the United Kingdom or the United States of America;
- 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 ratio (LTV 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;
- Envisage to use the business combination platform as a starting point for building and managing a larger pool of commercial real estate companies.
Proposed transaction highlights – structure of New Amsterdam Invest
- Initial public offering of at least 1,250,000 to 2,500,000 units amounting to gross proceeds of EUR 25,000,000 or, if the extension clause is exercised in full, EUR 50,000,000 (the proceeds).
- Issue price will be EUR 20 per unit. Each unit will consist of 2 ordinary shares and 1 warrant issued at IPO and 1 warrant issued per 2 ordinary shares following the completion of the business combination, subject to the terms and conditions that will be set out in the prospectus.
- Promoters will (together) participate with 20% in the offering (or up to a maximum amount of EUR 10 million if the extension clause is exercised in full), investing their own money, as a cornerstone investment in ordinary shares, to show their confidence in New Amsterdam Invest and to fully align the interests of promoters and shareholders.
- Depending on the deal size, 98% – 99% of the proceeds will be held in an escrow account. the escrow account is used to acquire the business combination stake, to redeem shares for cash, or if promoters fail to identify a business combination in time. The funds on the escrow account can be subject to negative interest.
- Assuming a 100% stake in the business combination and after meeting the EUR 11.50 strike price requirements
- 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.
- Warrants become immediately tradable upon receipt by the relevant holder of ordinary shares.
- Each warrant shall automatically and mandatorily convert when both of (i) the business combination completion date has occurred and (ii) the closing price of the ordinary shares on Euronext Amsterdam calculated over 15 trading days out of a 30 consecutive trading day has reached the ordinary share price threshold of EUR 11.50 per ordinary share. Each corresponding warrant converts into 0.15 ordinary share.
- From the date of listing, New Amsterdam Invest will have 24 months to complete a business combination, subject to a potential one-time six month extension. Otherwise New Amsterdam Invest will be liquidated and the remaining assets will be distributed to the then shareholders.
- New Amsterdam Invest will seek approval of the business combination by a majority of at least 70% of the votes cast at a shareholders’ meeting, subject to a valid quorum consisting of at least one-third of the ordinary shares being present or represented convened for such purpose (the “BC-EGM”). The promoters have agreed to avoid influencing the business combination vote by matching their votes in the BC-EGM to balance the affirmative and dissenting votes made by the other ordinary shareholders at the BC-EGM, reflecting the ratio of votes made by the other voting ordinary shareholders in favour and against the proposed Business Combination.
- Holders of ordinary shares may require the company to repurchase the ordinary shares held by them in case all of the following conditions have been met:
- i. the BC-EGM has approved the proposed business combination with the required majority
- ii. the holder of ordinary shares exercising its potential right to sell its ordinary shares to the company has:
- a. notified the company in writing, no later than the fourth business day prior to the date of the BC-EGM, of its intention to vote against the proposed business combination
- b. attended or has been represented at the BC-EGM and it or its representative has voted against the proposed business combination;
- c. validly transferred its ordinary shares to the company during the acceptance period and in accordance with the transfer instructions included in the shareholder circular for the BC-EGM, and
- iii. the proposed business combination has been completed on or before the business combination deadline.
- Promoters will receive promoter shares on the settlement date that can be converted into ordinary shares in the business combination once the business combination has been completed and certain conditions have been met.
- Promoters are bound by a 6 months lock-up from the date of business combination.
Procedure to realise the business combination
From listing New Amsterdam Invest has 24 months (plus a potential one-time extension period of 6 months) to propose a company for a business combination. The proposed business combination needs to be approved by the shareholders of New Amsterdam Invest. If over 30% of the shareholders participating in the BC-EGM do not approve the business combination, the team will start a new search. The promoters have agreed to avoid influencing the business combination vote by matching their votes in the BC-EGM to balance the affirmative and dissenting votes made by the other ordinary shareholders at the BC-EGM, reflecting the ratio of votes made by the other voting ordinary shareholders in favour and against the proposed Business Combination. If a business combination is not completed ultimately within 30 months from the IPO date (including a potential one-time six month extension), New Amsterdam Invest shall convene a general meeting for the purpose of adopting a resolution to dissolve and liquidate the company and delist the ordinary shares and warrants. The amounts held the escrow account will be used to reimburse the shareholders in such an event, after payment of the company’s creditors and settlement of its liabilities.
Once a concrete target business has been identified, New Amsterdam Invest will enter into negotiations with the target business’ current owners for the purpose of agreeing a transaction. The management board of New Amsterdam Invest will then convene a BC-EGM and propose the business combination to the ordinary shareholders. This means that shareholders participating in the offering will have a say in respect of the business combination proposed by the management board, as the affirmative vote of the general meeting is subject to a required majority of at least 70% of the votes cast and subject to a valid quorum consisting of at least one-third of the ordinary shares being present or represented. In the context of the BC-EGM, New Amsterdam Invest shall prepare and publish a shareholder circular which will include the information required to facilitate a proper investment decision by the ordinary shareholders on the business combination.
Following completion of the business combination, it is anticipated that the holders of ordinary shares New Amsterdam Invest become shareholders in the target business directly and fully consolidate New Amsterdam Invest and the target business. The possible consolidation of the company and its target business is one of the key features of the special acquisition company and considered an attractive element for the shareholders in the target business that may be approached to form the business combination.
Repurchase of ordinary shares held by dissenting shareholders
If the BC-EGM has approved the proposed business combination with the required 70% majority, subject to a valid quorum consisting of at least one-third of the ordinary shares being present or represented, New Amsterdam Invest will repurchase the ordinary shares of any shareholders who voted against the Business Combination at the BC-EGM. Such repurchase is subject to the terms of the dissenting shareholders’ arrangement as described in the prospectus. The repurchase price of an ordinary share under the dissenting shareholders’ arrangement will be between EUR 9.65 and EUR 9.90.
In case of failure to complete the business combination
If no business combination is completed by the business combination deadline, the company shall convene a general meeting for the purpose of adopting a resolution to dissolve and liquidate the company and delist the ordinary shares and warrants. In the event of liquidation the distribution of New Amsterdam Invest’s assets and the allocation of the liquidation surplus shall be completed, after payment of the creditors and settlement of its liabilities.
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 assuming that the extension clause is not exercised, the company’s authorised share capital will amount to EUR 730,001, divided into 18,175,020 ordinary shares with a nominal value of EUR 0.04 each, 75,000 promoter shares with a nominal value of EUR 0.04 each and five priority shares with a nominal value of EUR 0.04. With effect as of the settlement date assuming that the extension clause is exercised, the company’s authorised share capital will amount to EUR 1,255,001, divided into 31,225,020 ordinary shares with a nominal value of EUR 0.04 each, 150,000 promoter shares with a nominal value of EUR 0.04 each and five priority share with a nominal value of EUR 0.04.
The right of promoters to convert special 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 special share. All details of such conversion rights are included in the prospectus. The promoters will be bound by a 6 month lock-up from the date of business combination with respect to the ordinary shares obtained by them as a result of converting promoter shares or the offering.
The promoters agreed to jointly acquire 20% in the offering (or up to a maximum amount of EUR 10 million if the extension clause is exercised in full) at own risk through purchase of ordinary shares.
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. Any decision to participate in the offering should be made solely on the basis of the information contained in the prospectus. All capitalised terms used in this paragraph but not otherwise defined herein shall have the meaning assigned in 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 New Amsterdam Invest’s business, financial condition, results of operations and prospects. In making the selection, the company has also considered factors such as the probability of the risk materialising and the attention that management board would, on the basis of current expectations, have to devote to these risks if they were to materialise:
- The Company is a newly formed entity with no operating history and the Company has not and currently does not generate any revenues, and as such prospective investors have no basis on which to evaluate the Company’s performance and potential to achieve its business objective;
- The Company has not yet identified any specific potential Target with which the Company completes a Business Combination, and as such prospective investors have no basis on which to evaluate the possible merits or risks of a Target’s operations;
- There is no assurance that the Company will identify suitable Business Combination opportunities by the Business Combination Deadline;
- The Company intends to complete the Business Combination with a single Target, meaning the Company’s operations may depend on a single business or company that is likely to operate in a non-diverse industry or segment of an industry;
- The Ordinary Shareholders are heavily reliant on the ability of the Company to obtain adequate information to evaluate the Target and any due diligence by the Company in connection with a Business Combination may not reveal all relevant considerations or liabilities of a Target;
- The ability of the Company to negotiate a Business Combination on favourable terms could be affected by the fact that a potential Target may very well be aware that the Company must complete a Business Combination by the Business Combination Deadline;
- The Company’s future operations will be subject to risks associated with the commercial real estate sector;
- The Target’s business model may be affected by general economic, political and societal developments in Europe (including the United Kingdom) or the United States, particularly in relation to the COVID-19 pandemic;
- Managing Directors may allocate their time to other businesses leading to potential conflicts of interest in their determination as to how much time to devote to the Company’s affairs, which could have a negative impact on the Company’s ability to complete the Business Combination; and
- The Business Combination may result in adverse tax, regulatory or other consequences for Ordinary Shareholders which may differ for individual Ordinary Shareholders depending on their status and residence.
- If the Liquidation occurs prior to the Business Combination Deadline, the Company will distribute the amounts held in the Escrow Account as liquidation proceeds and Ordinary Shareholders could receive less than €10.00 per Ordinary Share;
- The determination of the offer price of the Units and the size of the Offering is more arbitrary than the pricing of securities and size of an offering of an active operating company in the commercial real estate sector;
- The market for the Ordinary Shares or the Warrants may not be active and liquid, which may adversely affect the liquidity and price of the Ordinary Shares and the Warrants;
- Each Warrant will only be converted into Ordinary Shares upon completion of the Business Combination and the price of the Ordinary Shares reaching the Share Price Hurdle. If this is not the case, the Warrant will lapse without value; and
- Each Warrant converts into less than one Ordinary Share, and no fractional Ordinary Shares will be transferred.
The risk factors set out in this announcement represent only a partial summary of the risk factors that are set out in the prospectus and are not intended to be a full or comprehensive list of risks or uncertainties relating to New Amsterdam Invest or any of its securities.
- Start of offer period: Tuesday 22 June 2021 9.00 hr (CEST)
- End of offer period: Friday 2 July 2021 17.30 hr (CEST)
- Determination of final number of units to be issued in the offering: Friday 2 July 2021
- Press release announcing the results of the offering: Tuesday 6 July 2021 pre market
- Start of listing: Tuesday 6 July 2021
- Settlement: Thursday 8 July 2021
Availability of the prospectus
New Amsterdan Invest has published a prospectus on its website which has been approved
by the AFM. The offering is being made only by means of the prospectus and under the terms included therein. The offering will be open to investors who acquire securities for a total consideration of at least EUR 100,000 per investor.
Eligible institutional investors or professional investors or other eligible investors who wish to
purchase units for a total consideration of at least EUR 100,000 must submit their
subscription to the bookrunner or to the listing agent via their financial intermediary. Please
note that not every financial intermediary may offer investors this possibility. Each eligible
investor should therefore consult its own financial intermediary on the possibility to subscribe
for any units, ordinary shares or warrants and the trading of the ordinary shares and
Hardcopies of the prospectus, may, subject to applicable securities law restrictions in certain
jurisdictions, be obtained free of charge as of today, 22 June 2021, by contacting New
Amsterdan Invest, by phone +31 (0)20 854 61 68, by email email@example.com
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 in the
Netherlands, Germany, the United Kingdom or the United States of America to form a
business combination. After shareholder consent New Amsterdam Invest will acquire or
merge in whatever form with the business.
New Amsterdam Invests management board 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