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Fastned B.V.

Share Issue/Capital Change Oct 17, 2022

3841_iss_2022-10-17_0ec207ae-f4dd-4f7a-befe-c6018d711ceb.pdf

Share Issue/Capital Change

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Fastned announces a 75 million euro strategic investment from Schroders Capital that will accelerate Fastned's future growth

  • Long term strategic investment via a private placement from Schroders Capital in order to support Fastned's future growth
  • Proceeds of 75 million euro to be used a.o. to further expand European network
  • 2,032,520 new depositary receipts issued at EUR 36,90 each and placed with Schroders Capital, representing a 10.61% stake post closing
  • Schroders Capital to be represented in supervisory board of Fastned through one additional supervisory board member

Amsterdam, 17 October 2022 | 07:30 Europe/Amsterdam

Fastned B.V. ("Fastned" or the "Company"), the European fast charging company, today announces a EUR 75 million private placement (the "Placement") of 2,032,520 new depositary receipts representing the same number of new ordinary shares in the capital of the Company (the "New DRs") with Schroders Capital, the private markets investment division of global asset manager Schroders.

Fastned is proud to welcome Schroders Capital as new anchor depositary receipts holder in the capital of the Company. Schroders Capital's commitment is an important step in Fastned's growth strategy towards 1,000 stations by 2030 as highlighted during the Company's "Charging Day" and in its recent results publications.

In line with their long-term commitment, Schroders Capital will have the right to designate one person for appointment as supervisory board member, representing Schroders Capital in the supervisory board of Fastned. Schroders Capital will bring valuable additional energy and infrastructure-related expertise to the Company, further strengthening the Company's ability to compete in its markets. As a consequence, the supervisory board of Fastned will be expanded with one additional member, to four in total. Initially, Schroders Capital intends to designate Jérôme Janssen, Co-head of Infrastructure Equity Investment at Schroders Capital, for appointment as supervisory board member (see the appendix for a biography of Jérôme Janssen). Jérôme Janssen is expected to be appointed by the Company's general meeting no later than 16 December 2022.

The Company intends to use the proceeds of the Placement to fund part of the Company's capex plan that consists of expanding the capacity of its existing stations, accelerating the development and growth of its network of charging stations and the funding of capex for government related tenders as well as for general corporate purposes.

Michiel Langezaal, CEO of Fastned commented on the Placement:

"I'm very pleased to welcome Schroders Capital as a long-term investor to Fastned. This not only provides Fastned with the funding to continue to roll out our network, enabling us to make the next big step towards reaching our goal of 1,000 stations before 2030. It also marks the start of a new phase with Schroders Capital's large institutional sustainable infrastructure fund coming on board as an anchor investor, taking a long-term perspective on our business and industry, and being willing to actively support our growth plans.

"Their decision to play a part in the acceleration away from fossil fuels, towards a sustainable future and energy independence, at a time in which energy markets are turbulent and economic and geo-political circumstances uncertain, is admirable and something I applaud.

"With Schroders Capital, one of Europe's largest independent investment firms on board, Fastned is able to accelerate the pace of building fast charging stations even further, catering to the exponentially growing demand for fast charging services. Building a wide and reliable fast charging network powered by wind and sun, plays an important part in the fight against climate change and the path towards energy independence.

Jérôme Janssen, Co-head of Infrastructure Equity Investment at Schroders Capital:

"We are very proud to be part of the Fastned journey as European leader in EV charging, one of the next big infrastructure markets. As an infrastructure investor, we are intimately familiar with the strong need in charging infrastructure to accelerate the adoption of electric vehicles.

We are impressed by management's track record of developing Fastned as the established market leader in the Netherlands today, and we are excited about management's ambition to further expand its network across Europe.

We feel privileged to support the Fastned team on its strategy of fast growth over the long term."

The price per New DR agreed with Schroders Capital represents a premium of 20% to the volume weighted average price of the Company's depositary receipts of ordinary shares ("DRs") of the 1 month up to and including 14 October 2022.

The New DRs will rank pari passu in all respects with the currently outstanding DRs of Fastned. The New DRs issued pursuant to the Placement represent approximately 10.61% of the Company's issued share capital and will be issued under the existing shareholder authorisation provided by the general meeting of shareholders on 2 June 2022. As a consequence, the Company's issued share capital will consist of 19,152,877 ordinary shares, respectively 19,152,877 DRs, upon closing of the Placement. The closing of the Placement, including the listing and admission to trading of the New DRs on Euronext Amsterdam, is expected to occur no later than 4 November 2022.

Fastned and Schroders Capital have entered into a relationship agreement containing certain market practice terms and conditions governing their relationship after the closing of the Placement, such as in respect of Schroders Capital's right to designate one person for

appointment as supervisory board member, a lock-up undertaking for Schroders Capital, orderly market arrangements, tag along rights, rights of first offer and information rights.

A more extensive summary of the relationship agreement is available on Fastned's website.

BNP PARIBAS and Coӧperatieve Rabobank U.A. (in cooperation with Kepler Cheuvreux S.A.) acted as financial advisor to the Company and joint global coordinators in the Placement.

– END –

Notes for editors (not for publication)

For more information, please visit ir.fastnedcharging.com or check out our newsroom.

● For press inquiries, please contact Communication & PR:

[email protected]; +31 (0)20-705 53 20

● For investor inquiries, please contact Investor Relations

[email protected]

About Fastned

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 215 fast charging stations in the Netherlands, Germany, UK, Belgium, France and Switzerland. 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 is listed on Euronext Amsterdam (ticker AMS: FAST).

About Schroders Capital

Schroders Capital provides investors with access to a broad range of private asset investment opportunities, portfolio building blocks and customised private asset strategies. Its team focuses on delivering best-in-class, risk-adjusted returns and executing investments through a combination of direct investment capabilities and broader solutions in all private market asset classes, through comingled funds and customised private asset mandates.

The team aims to achieve sustainable returns through a rigorous approach and in alignment with a culture characterised by performance, collaboration and integrity.

With \$88 billion (£69.4 billion) 1 assets under management, Schroders Capital offers a diversified range of investment strategies, including real estate, private equity, secondaries, venture capital, infrastructure, securitised products and asset-based finance, private debt, insurance-linked securities and BlueOrchard (Impact Specialists).

About Schroders plc

Founded in 1804, Schroders is one of Europe's largest independent investment management firms by assets under management. As at 30 June 2022, assets under management were £773.4 billion (€898.4 billion; \$939.2 billion). The founding family remain

1 Assets under management as at 30 June 2022 (including non-fee earning dry powder and in-house cross holdings).

a core shareholder, holding approximately 48% of the firm's voting shares. Schroders has continued to deliver strong financial results. It has a market capitalisation of circa £7.7 billion and employs over 5,800 people across 38 locations.

Schroders has benefited from the most diverse business model of any UK asset manager by geography, by asset class and by client type. Schroders offers innovative products and solutions across their five business areas of solutions; institutional; mutual funds; private assets & alternatives; and wealth management. Clients include insurance companies, pension schemes, sovereign wealth funds, endowments and foundations. They also manage assets for end clients as part of their relationships with distributors, financial advisers and online platforms. Schroders' Wealth Management offering reflects their strategic ambition to provide wealth management and financial planning services to clients across the wealth spectrum.

Schroders' strategic aims are to grow their asset management business, build closer relationships with end clients and expand their private assets and alternatives business. Schroders' purpose is to provide excellent investment performance to clients through active management. The business channels capital into sustainable and durable businesses to accelerate positive change in the world. Schroders' business philosophy is based on the belief that if they deliver for clients, they deliver for Shareholders and other stakeholders.

Further information about Schroders can be found at www.schroders.com.

Market abuse regulation

This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Disclaimer

This press release is for information purposes only. The information contained in this press release does not purport to be full or complete and, in particular, is not intended to form the basis of any investment decision. No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness. Fastned will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided.

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. Accordingly, no undue reliance should be placed on any forward-looking statements.

Appendix

Biography Jerome Janssen

Jérôme Janssen joined Schroders Capital in January 2019 as co-head of infrastructure equity investments. He has extensive knowledge and investment experience in most infrastructure sub-sectors, with a particular focus on asset management and value creation.

Jérôme was previously in charge of infrastructure investments at Crédit Agricole Assurances ("CAA"), a European leading institutional investor. Jérôme helped to elevate CAA to the status of a significant player in infrastructure investment in Europe.

Jerome is currently board member of BelEnergia SA, a European renewable energy group which develops and operates solar, wind and biowaste projects – Autobahnplus A8 GmbH, the private concession holder of the A8 motorway section between Munich and Augsburg.

He previously had several non-executive Board positions in leading European infrastructure companies among which Indigo (Europe's leading car park operator), CLH (oil logistics leader in Spain), TDF (leading French Media / Telecom infrastructure operator), Téréga (gas transport and storage operator in France) and Aéroports de Lyon.

Jérôme holds a Master's degree in Finance from the University of Paris IX -Dauphine.

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