AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Energy Transition Partners B.V.

Share Issue/Capital Change Jul 19, 2021

3835_iss_2021-07-16_cb27b687-b49a-4a05-9f20-26a97633cab5.pdf

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, AND SHOULD NOT BE DISTRIBUTED IN OR SENT INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION. THESE MATERIALS DO NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR AN INVITATION OR OFFER TO THE PUBLIC OR FORM AN APPLICATION TO SUBSCRIBE FOR SECURITIES.

ADVERTISEMENT. This announcement is an advertisement relating to the intention of the Company (as defined below) to offer (the "Offering") units (the "Units") (each Unit comprises one ordinary share in the share capital of the Company with a nominal value of €0.01 per share (each, an "Ordinary Share" and collectively, the "Ordinary Shares") and one-half (1/3) of a redeemable warrant (each, a "Warrant", and collectively, the "Warrants")) and the admission of all of the Ordinary Shares and the Warrants (the "Admission") to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Energy Transition Partners B.V. (the "Company", and such securities, the "Securities") in the United States, Canada, Australia, South Africa and Japan or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to such registration, exemption from registration or qualification under the securities of laws of such jurisdiction.

Further details about the Offering and the Admission are included in the listing prospectus ("Prospectus") in connection with the Admission. The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) ("AFM") has approved the Prospectus. The Prospectus has been published and made available at no cost through the corporate website of the Company (www.entpa.nl), subject to securities law restrictions in certain jurisdictions. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the Securities and the Company.

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Press Release

Energy Transition Partners successfully raises €175 million via a private placement of Units

First day of trading on Euronext Amsterdam will be Monday 19 July 2021

Amsterdam – 16 July 2021

Energy Transition Partners B.V. ("Energy Transition Partners" or the "Company"), a special purpose acquisition company ("SPAC") sponsored by Energy Transition Sponsor LLP (the "Sponsor") and cofounded by Tony Hayward, Alex Beard and Tom Daniel (together, the "Founders"), today announces that it has successfully raised €175 million in a private placement.

The Company intends to capitalize on the proven domain expertise, significant experience in public market leadership, extensive deal sourcing capabilities, and decades of experience in executing investments and transactions of its Founders, and on the support provided by its highly experienced and complementary board of directors, as it targets a partnership (a "Business Combination") with a business or company operating in the energy transition sector that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom.

Co-Founder of the Company, Alex Beard, has subscribed for 1,000,000 Units in the Offering for an aggregate subscription price of €10,000,000, demonstrating strong alignment of interest with all investors. The Sponsor has subscribed for Founder Shares and will subscribe for Founder Warrants, resulting in gross proceeds in the amount of €9.79 million to be used to cover the costs related to: (i) the Offering (as defined below) and Admission (as defined below), (ii) negative interest rates (up to 50bps per annum over the course of two years), (iii) the initial underwriting commission payable to the Sole Global Coordinator (as defined below) in connection with the Offering, (iv) the search for, and completion of, a Business Combination and (v) other running costs of the Company.

Energy Transition Partners has assembled a high-quality investor base, including many of the most notable and experienced public market investors in Europe.

The Company will have 24 months from the Settlement Date (as defined below) to complete a business combination, subject to a six-month extension period if approved by the general meeting of the Company.

J.P. Morgan AG is acting as sole global coordinator and sole bookrunner for the Offering (the "Sole Global Coordinator").

DETAILS OF THE OFFERING

The Company has completed the private placement (the "Offering") of 17,500,000 units (the "Units"), each consisting of one ordinary share (an "Ordinary Share") and one-third (1/3) of a warrant (a "Warrant"), at a price of €10.00 per Unit raising gross proceeds of €175 million. The Offering was launched on 15 July 2021.

The Company has applied for admission (the "Admission") of all of the Ordinary Shares and, separately, the Warrants to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam"), under the symbols "ENTPA" and "ENTPW", respectively. Trading on an "as-if-and-when-issued/delivered" basis on Euronext Amsterdam in the Units is expected to commence at 09:00 CEST on 19 July 2021 (the "First Trading Date"). Payment (in euro) for, and delivery of, the Units is expected to take place on 21 July 2021 (the "Settlement Date'").

Although the Ordinary Shares and the Warrants are offered in the form of Units in the context of the Offering, the underlying Ordinary Shares and Warrants will trade separately from the First Trading Date on two listing lines on Euronext Amsterdam. The Units themselves will not be listed or admitted to trading on Euronext Amsterdam or any other trading platform.

Investing in the Company involves certain risks. A description of these risks, which include risks relating to the Company as well as risks relating to the Offering, the Ordinary Shares and the Warrants, is included in the Prospectus. This announcement also serves as the pricing statement related to the Offering as required by article 17(2) of Regulation (EU) 2017/112 (the Prospectus Regulation).

HOME MEMBER STATE DECLARATION

Article 5:25a(2) of the Dutch Financial Supervision Act requires all listed companies to publicly announce which country is their "home member state" for the purposes of regulation of their disclosure obligations under Directive 2004/109/EG of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the EU Transparency Directive).

Energy Transition Partners B.V. hereby announces that its home member state is the Netherlands. This disclosure is also available on www.entpa.nl and in the Prospectus.

Errata: The Eisler Capital subscribing investor is Eisler Capital Multi Strategy Master Fund Ltd, rather than Eisler Capital (UK) Ltd

Contact: Stefan Simons Director CFF Communications T +31 (0)20 575 4073 | M +31 (0)6 203 007 96 E [email protected]

DISCLAIMER

This press release contains information that qualifies or may have qualified as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Energy Transition Partners B.V. (the "Company", and such securities, the "Securities") in the United States, Canada, Australia, Japan or South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The Securities 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. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940. No public offering of securities is being made in the United States.

In the United Kingdom, this announcement and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

In relation to each member state of the European Economic Area (each, a "Member State"), no Units, Ordinary Shares or Warrants have been offered or will be offered , except to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulation, provided that no such offer of Units, Ordinary Shares or Warrants shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

The Units and the Warrants are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EC (as amended or superseded, the 'Insurance Distribution Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the 'PRIIPs Regulation') for offering or selling the Units or the Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Units or the Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The Units and the Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in Directive (EU) 2014/65/EU on markets in financial instruments (as amended) and implemented in the United Kingdom as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK MIFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the EUWA, where that customer would not qualify as a professional client as defined in UK MIFID II; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Units and the Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Units and the Warrants or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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.

These materials may include statements, including the Company's financial and operational mediumterm objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'',

"aims", "forecasts", "continues", ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

This announcement does not constitute a prospectus. Copies of the Prospectus may be obtained at no cost from the Company or through the website of the Company.

Each of the Company, J.P. Morgan AG (the "Sole Global Coordinator") and their respective affiliates expressly disclaims 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.

The Sole Global Coordinator is acting exclusively for the Company and no one else in connection with the offering of Securities. It will not regard any other person as its respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of these materials or any transaction, arrangement or other matter referred to herein. None of the Sole Global Coordinator or any of its subsidiary undertakings, affiliates or any of its respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) 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 these materials or its contents or otherwise arising in connection therewith. Accordingly, the Sole Global Coordinator disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of these materials and/or any such statement.

Talk to a Data Expert

Have a question? We'll get back to you promptly.