Regulatory Filings • Feb 26, 2021
Regulatory Filings
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Amsterdam, 25 February 2021 – Fastned B.V. ("Fastned" or the "Company"), the European fast charging network for electric vehicles ("EVs"), announces the launch of an accelerated bookbuild offering ("the Offering") of new depositary receipts representing ordinary shares in the capital of the Company (the "New Securities").
Fastned operates a pan-European network of 133 stations, building on its first-mover advantage and a leading market position in the Netherlands, a country at the forefront of EV adoption. Fastned has significant upcoming investment opportunities available, and intends to use the net proceeds from the offering to fund part of its capex plan that consists of expanding the capacity of its existing stations, building its committed pipeline of 164 charging stations, accelerating the development of its potential pipeline, and fund capex for significant upcoming government related tenders, including in France and Germany, as well as for general corporate purposes. The committed pipeline is the pipeline of charging stations for which a land lease is issued and/or public permission has been issued or will be issued by an authority e.g. as a consequence of an award of a tender. The potential pipeline is the pipeline of charging stations being targeted by Fastned, not yet subject to a land lease, public permission or tender award. Together, such investments will enable Fastned to expand and enhance its network and secure key locations in its existing geographic footprint and beyond, in the coming 18-24 months.
The Offering will be executed by way of a private placement of the New Securities on a non-pre-emptive basis. The New Securities will be issued under the Company's existing shareholder authorisation provided by the general meeting of shareholders on 4 June 2020 and will be offered exclusively to qualified investors in the European Economic Area and the United Kingdom, to qualified institutional buyers in the United States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act, and to certain qualified investors in other jurisdictions.
Settlement of the transaction and admission to listing and trading of the New Securities on Euronext Amsterdam are expected to take place on 2 March 2021. The New Securities will
rank pari passu in all respects with the outstanding depositary receipts of ordinary shares of the Company.
The Company and its founding shareholders (through Wilhemina-Dok B.V. and Carraig Aonair Holding B.V.) have committed themselves to a lock-up period ending 90 calendar days after completion of the Offering, subject to certain customary exceptions, including a waiver by the Sole Global Coordinator.
No prospectus will be published in connection with the Offering.
Joh. Berenberg, Gossler & Co. KG is acting as Sole Global Coordinator and Sole Bookrunner in relation to the Offering.
The Sole Global Coordinator will commence the accelerated bookbuilding procedure with immediate effect, and books will open with immediate effect, following the release of this announcement. The books may close at short notice.
The final number of New Securities, the issue price and final aggregate proceeds will be based on investor demand and will be determined following the accelerated bookbuild and announced by Fastned after closing of the bookbuilding in a subsequent press release, which is expected to be published before markets open on Euronext Amsterdam on 26 February 2021, subject to acceleration.
For more information please visit ir.fastnedcharging.com or check out our newsroom.
If you have any investor questions please contact: Hugo Vink: [email protected]. PR questions please contact: Kyra Hartlief: [email protected], telephone +31 (0)20 705 53 20.
Fastned has been developing fast charging infrastructure for electric vehicles across Europe since 2012. Fastned's mission is to accelerate the transition to sustainable mobility by giving freedom to electric drivers. Based in Amsterdam, the Company has built and operates 133 fast charging stations in the Netherlands, Germany, the United Kingdom, Belgium and Switzerland. Fastned is working on the expansion into France. The company specialises in developing and operating fast charging infrastructure where drivers can charge their electric vehicle with up to 300 km of range in 15 minutes before continuing their journey. Fastned has more than 70 employees across 6 markets (the Netherlands, Germany, the United Kingdom, Belgium, France and Switzerland) and is listed on Euronext Amsterdam (ISIN: NL0013654809, ticker AMS: FAST).
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 (as defined below) have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent
registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities law. No public offering of securities is being made in the United States.
Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the product governance requirements) may otherwise have with respect thereto, the New Securities have been subject to a product approval process, which has determined that such New Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Securities may decline and investors could lose all or part of their investment; the New Securities offer no guaranteed income and no capital protection; and an investment in the New Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Global Coordinator and Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Securities and determining appropriate distribution channels.
The Sole Global Coordinator is acting exclusively for the Company and no-one else in connection with the Offering. The Sole Global Coordinator will not regard any other person as its clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this press release or any transaction, arrangement or other matter referred to herein.
The Sole Global Coordinator nor any of its 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 press release (or whether any information has been omitted from the press release) or any other information relating the Company or any of its subsidiaries or associated companies, 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 press release or its contents or otherwise arising in connection therewith.
This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, depositary receipts of ordinary shares in the share capital of Fastned (the "Securities") in the United States of America (the "United States") or in any other jurisdiction. No offer to sell or subscribe for Securities, or announcement of a forthcoming offer to sell or subscribe for Securities, or solicitation of any offer to buy or subscribe for Securities, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, Securities will be made in the United States or in any 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, and the distribution of this communication in jurisdictions may be similarly restricted or unlawful. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
This press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. All statements other than statements of historical facts may be forward-looking statements. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms, other similar expressions or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. The Company wishes to caution you that these statements are only predictions and that actual events or results may and often do differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. Any forward-looking statements reflect the Company's current view with respect to future events and many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Company has not authorized any offer to the public of Securities in any Member State of the European Economic Area or the United Kingdom. With respect to any Member State of the European Economic Area and the United Kingdom (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States: (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of Securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires Securities or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Company that it is a "qualified investor" within the meaning of the Prospectus Regulation and that any Securities acquired by it in the contemplated offering of Securities have not been acquired on behalf of persons other than such investor.
For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and amendments thereto, or, for the United Kingdom, Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. This announcement is not an advertisement within the meaning of the Prospectus Regulation and does not constitute a prospectus.
In the United Kingdom, this document 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 document relates is available only to, and will be engaged in only with, persons who are "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (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 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"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. 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.
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