DGAP-News: Obotech Acquisition SE / Key word(s): IPO
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, 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.
OboTech Acquisition SE launches bookbuilding for up to EUR 200 million private placement and listing on the Frankfurt Stock Exchange
- First real estate technology ("Proptech") and climate technology ("Climatech") focused SPAC in Europe established for the purpose of acquiring one operating business with principal business operations in an EEA Member State or the United Kingdom or Switzerland
- Sponsored by Obotritia Capital KGaA and led by an experienced management team with Rolf Elgeti (Chairman and CEO of the Company as well as founder and General Partner of Obotritia Capital KGaA), Ben Barnett (CIO), Lars Wittan (CFO) and Richard Kohl (CAO), OboTech Acquisition SE benefits from the Founder's powerful combination of growth-stage and public markets expertise along with its well-established deal sourcing network and privileged access to founders in the Proptech and Climatech sectors
- Significant focus on alignment of interests between SPAC Founder and new investors via attractive transaction structure and lock-up agreements to promote long-term value creation
- Any proposed Business Combination must be approved by a majority of the votes cast at the general shareholders' meeting
- Trading on the Frankfurt Stock Exchange expected to commence on 4 May 2021
Luxembourg, 29 April 2021 - OboTech Acquisition SE (the "Company" or "OboTech Acquisition"), a Luxembourg-incorporated newly formed special purpose acquisition company (SPAC), today announced the start of a private placement of up to 20,000,000 units (the "Units"), each consisting of one share (a "Public Share") and 1/3 warrant (a "Public Warrant"), and the subsequent listing on the Frankfurt Stock Exchange. The Units will be solely offered to institutional investors at a price of EUR 10.00 per Unit, representing a total placement volume of up to EUR 200 million. The private placement period is expected to end on or before 30 April 2021. The Company has applied for admission of the Public Shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (General Standard) (ticker OTA) and for introduction to trading of the Public Warrants on the open market (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt Zertifikate AG) (ticker OTAW). Trading of the shares and warrants is expected to commence on 4 May 2021.
The Company, sponsored and founded by Obotritia Capital KGaA, (the "Founder" or "Obotritia Capital"), an affiliate of Rolf Elgeti, was established with the objective of acquiring one operating business with principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the "Business Combination").
Rolf Elgeti, Chairman and CEO of OboTech Acquisition: "We are excited to launch Europe's first SPAC focused on the Proptech and Climatech sectors. Europe offers a substantial pool of high quality Proptech and Climatech businesses under private ownership, and we believe many of such companies would thrive given the right partnership and access to the capital markets."
Ben Barnett, CIO of OboTech Acquisition: "For investors, OboTech Acquisition presents a unique opportunity to participate in a late-stage European Proptech and/or Climatech company alongside a leadership team with a strong track record of deal sourcing and value creation in these spaces. Investors in the private placement will also benefit from structural downside protection and enhanced alignment of interests between themselves and the Founder."
Lars Wittan, CFO of OboTech Acquisition: "For founders and entrepreneurs, OboTech Acquisition will act as an accelerant to growth aspirations via partnership with a differentiated management team leveraging its robust network of users, operators, service providers and investors across the Proptech and Climatech ecosystems."
Sponsor with a Proven Track Record of Deal Sourcing and Value Creation
Chairman and CEO Rolf Elgeti is the founder and General Partner of Obotritia Capital. He serves as the chairman of TAG Immobilien AG, a market leading German residential platform with market capitalisation of c.€3.8bn (Bloomberg as of 28 April 2021), and is one of Europe's leading real estate entrepreneurs, and an experienced venture capital investor in the Climatech and Proptech sectors. He is also the founder, major shareholder and CEO of Deutsche Konsum REIT-AG and Deutsche Industrie REIT-AG. He also holds several other positions within German corporations.
CFO Lars Wittan is currently the CIO (Germany) of Obotritia Capital. He served as former deputy CEO, CFO and COO of Deutsche Wohnen, holding management positions from 2012 until 2019.
European Proptech and Climatech Sectors Provide Attractive Opportunities
The OboTech Acquisition team intends to focus on consummating the Business Combination with a company (the "Target") with principal business operations in an EEA Member State or the United Kingdom or Switzerland, focusing on high quality businesses with innovative products or services in the Proptech and Climatech sectors. These targeted sectors have considerable market sizes and exhibit highly attractive structural growth drivers, aided by the megatrends of digitalization and sustainability. These trends are leading to an acceleration of Proptech and Climatech use cases with new marketplaces, advanced building materials and real-estate-focused software solutions being just a few examples of the many innovations currently being brought to market. This provides an attractive investment opportunity with promising valuations and a deep pool of candidates. The targeted company is expected to have a pre-money equity value between EUR 200 million and EUR 3 billion which will be paid in new shares and/or in cash, including from the proceeds of a possible future private placement in connection with the Business Combination.
Rolf Elgeti, Chairman and CEO of OboTech Acquisition: "Despite its substantial scale and economic importance, the real estate sector largely remains an analog, low tech industry. While other industries have experienced material disruption from innovative technologies and new solutions, the real estate sector has clearly lagged behind. Furthermore, the sector faces increasing pressure to improve sustainability credentials and reduce its climate impact. We believe real estate market participants - owners, operators, tenants, financiers and all other users - are in a structural, long-term catch-up phase to improve automation and sustainability, thereby providing an attractive investment opportunity."
OboTech Acquisition will have 24 months to consummate a Business Combination, plus an additional three months in case it signs a legally binding agreement with the seller of a target within those initial 24 months. Otherwise, the Company will be liquidated and will distribute substantially all of its assets to its shareholders (other than the Founder). In the meantime, the proceeds of the initial private placement will be held in an escrow account.
Transaction Structure Designed to Maximize Alignment of Interests and Long-Term Value Creation
The capital structure of OboTech Acquisition was designed to give the Founder of the Company strong financial incentives to seek a Business Combination that provides opportunities for growth and enhanced value for public shareholders.
- Founder Promote: Upon completion of the private placement, the Founder will own 5,000,000 convertible class B shares of the Company (the "Founder Shares") (excluding the Additional Founder Subscription as defined below) representing approximately 20% of the then outstanding, on an as-converted basis, share capital of the Company. The Founder Shares will only convert into Public Shares in accordance with the following schedule: (i) 1/2 on the trading day following the consummation of the Business Combination and (ii) 1/2 if, post consummation of the Business Combination, the closing price of the Public Shares for any 10 trading days within a 30 trading day period exceeds EUR 12.00, on the trading day following such trading period.
- Founder lock-up: Until the consummation of the Business Combination, the Founder Shares and the Founder Warrants (as defined below) cannot be transferred other than to Permitted Transferees. From the consummation of the Business Combination, the Public Shares and the Founder Warrants will become transferrable if, at any time, the closing price of the Public Shares equals or exceeds €15.00 for any 20 trading days within any 30-trading day period, commencing no earlier than 150 days following the date of the consummation of the Business Combination. The aim is to substantially align the interests of the Founder with those of public shareholders.
- Founder Capital At-Risk: The Founder will deposit an amount equal to EUR 7.1 million to finance the working capital requirements as well as the private placement and listing expenses (except for the fixed deferred listing commission), by subscribing to an aggregate of 4,733,333 class B warrants (the "Founder Warrants") at a price of EUR 1.50 per Founder Warrant.
- Coverage of negative interest: In order to ensure that the redemption value of Public Shares is not eroded by negative interest rates and to allow public shareholders to redeem their Public Shares at EUR 10.00 (subject to certain conditions), the Founder will pay for potential negative interest charged on the proceeds from the private placement held in the escrow account with the proceeds from an additional founder subscription of 325,000 Founder Shares and 108,333 Founder Warrants, representing EUR 3.25 million (the "Additional Founder Subscription").
- No fixed compensation: The leadership team will not receive a salary or other fixed compensation.
Approval of the Business Combination and Redemption of Public Shares
Although not legally required under Luxembourg law, OboTech Acquisition will seek the approval of the Business Combination from a majority of the votes cast at a shareholders' meeting convened for such purpose.
After such a shareholders' meeting, the public shareholders will have the option (subject to certain conditions) to redeem all or part of their Public Shares, regardless of whether the shareholder voted for or against the Business Combination. In such case, public shareholders will receive EUR 10.00 per Public Share from an escrow account, which holds the proceeds from the private placement as well as the Additional Founder Subscription to cover potential negative interest charged on the proceeds deposited in the escrow account. In addition, public shareholders redeeming their Public Shares will be able to keep their Public Warrants. Public Warrants will become exercisable 30 days after the consummation of a Business Combination.
J.P. Morgan AG is acting as Sole Global Coordinator and Sole Bookrunner on the private placement.
OboTech Acquisition SE is a Luxembourg-incorporated special purpose acquisition company established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction. OboTech Acquisition intends to consummate the Business Combination with a company focusing on high quality businesses with innovative products or services in the real estate technology sector and climate technology sector.
OboTech Acquisition is sponsored by Obotritia Capital KGaA and led by an experienced management team with Rolf Elgeti (Chairman and Chief Executive Officer of OboTech Acquisition as well as founder and General Partner of Obotritia Capital KGaA), Ben Barnett (Chief Investment Officer), Lars Wittan (Chief Financial Officer) and Richard Kohl (Chief Administrative Officer).
For more information visit www.OboTechAcquisition.com.
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, a securities prospectus which is yet to be published. An investment decision regarding any securities of OboTech Acquisition SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF) and will be available free of charge on the OboTech Acquisition SE website.
In the United Kingdom, this publication is only being distributed to and is only directed at persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (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 upon by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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 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 Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the 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.
The 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 Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the 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 do 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.
29.04.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
Obotech Acquisition SE
9 rue de Bitbourg
Regulated Market in Frankfurt (General Standard)
EQS News ID:
End of News
DGAP News Service