UK Markets close in 2 hrs 48 mins

High-profile sponsor team completes EUR 200 million private placement for first-of-its-kind novel acquisition and growth company in the European healthcare sector

·12-min read

DGAP-News: European Healthcare Acquisition & Growth Company B.V. / Key word(s): Miscellaneous
17.11.2021 / 22:15
The issuer is solely responsible for the content of this announcement.

European Healthcare Acquisition & Growth Company: High-profile sponsor team completes EUR 200 million private placement for first-of-its-kind novel acquisition and growth company in the European healthcare sector

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE RELEASE.

ADVERTISEMENT. This announcement is an advertisement relating to the private placement of the Company ("Offering") of public units ("Public Units") (each consisting of one ordinary share in the Company ("Public Share") and 1/3 of a warrant ("Public Warrant")) and the admission of all of the Public Shares and Public warrants to listing and trading on Euronext Amsterdam ("Admission"). This announcement does not constitute a prospectus. This announcement is for information purposes only and is not intended to constitute, and may not be construed as, an offer to sell or a solicitation of any offer to buy securities of the Company in the United States, Canada, Australia, Japan or South Africa 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 will be included in the securities prospectus relating to the Offering and Admission ("Prospectus"). A request has been made with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) ("AFM") for approval of the Prospectus. The Prospectus will be published and made available at no cost at the start of the offer period through the corporate website of the Company (www.ehc-company.com), subject to securities law restrictions in certain jurisdictions. An offer to acquire Public Units, Public Shares or Public Warrants pursuant to the Offering will be made, and any potential investor must make its investment solely on the basis of information that will be contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Public Units, Public Shares or Public Warrants. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the securities and the Company.


Amsterdam, November 17, 2021

European Healthcare Acquisition & Growth Company B.V. (the "Company"), a Dutch operators-led special purpose acquisition company aiming to acquire one or more companies in the European healthcare sector, completed its oversubscribed private placement announced on November 16, 2021. The Company placed 20 million units (the "Units"), each consisting of one share and one-third of a warrant, at a placement price of EUR 10 per Unit for an aggregate of EUR 200 million.

The Units were acquired by a selection of highly reputable family offices of high-net-worth entrepreneurs and a select group of long-term institutional healthcare investors. No Units were allocated to Joh. Berenberg, Gossler & Co. KG in connection with their backstop commitment.

Cornelius Baur, CEO of EHC as of tomorrow, said: "The strong interest underscores the trust of our investors in the Company's innovative framework."

The Company has applied for admission of the Public Shares (ISIN NL0015000K10, Amsterdam Stock Exchange: EHCS) and the Public Warrants (ISIN NL0015000K28, Amsterdam Stock Exchange: EHCW) to trading on the regulated market of Euronext Amsterdam. Trading is expected to commence on November 18, 2021. Closing with the private placement investors through delivery of the shares and warrants is scheduled for November 22, 2021.

Enquiries
Finsbury Glover Hering
Kai Peter Rath
Berliner Allee 44
40212 Düsseldorf
Tel +49 211 43079-209
kai.rath@fgh.com

Disclaimer

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of European Healthcare Acquisition & Growth Company B.V. (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The listing of the securities will be made solely by the means of, and on the basis of, the Prospectus which is yet to be published. An investment decision regarding any securities of European Healthcare Acquisition & Growth Company B.V. should only be made on the basis of the Prospectus. The Prospectus will be published promptly upon approval by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (AFM) and will be available free of charge on the European Healthcare Acquisition & Growth Company B.V. website.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Public Units 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 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Public Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Public Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that (i) the Public Shares are (a) 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 (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

This publication may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom it may it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in Public Units of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Public Units 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 ("UK"). For these purposes the expression "Retail Investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Public Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Public Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in UK MiFIR, and (b) eligible for distribution through all distribution channels and (ii) the Public Warrants are (a) compatible with an end target market of eligible counterparties, as defined in COBS, and professional clients, as defined in UK MiFIR; and (b) all channels for distribution of the Public Warrants to eligible counterparties and professional clients are appropriate.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a "distributor") should take into consideration the target market assessment; however, a distributor subject to COBS is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.


17.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

Language:

English

Company:

European Healthcare Acquisition & Growth Company B.V.

c/o ALR Treuhand GmbH; Theresienhöhe 28

80339 München

Germany

ISIN:

NL0015000K10, NL00115000K28

WKN:

A3C60V

Listed:

Foreign Exchange(s) Amsterdam

EQS News ID:

1250029


 

End of News

DGAP News Service

show this
show this
Our goal is to create a safe and engaging place for users to connect over interests and passions. In order to improve our community experience, we are temporarily suspending article commenting