Dutch Star Companies TWO: Offering Highlights
The Offering will consist of 1,000,000 to 1,833,334 Units each consisting of six Ordinary Shares and six Warrants, at a price per Unit of € 60.00 representing a total value of the Offering of € 60,000,000 to € 110,000,040. The Ordinary Shares and three Warrant per Unit shall be issued on the Settlement Date, 23 November 2020, and the other three Warrants per Unit shall be issued shortly after completion of the Business Combination.
The Offering consists of private placements to certain institutional investors in various jurisdictions, including the Netherlands. The Prospectus for the Offering has been approved by and filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM). For all details of the Offering DSC2 refers to the Prospectus.
The subscription for the Offering will commence at 09:00 Central European Time (CET) on 16 November 2020 until 14:00 CET on 18 November 2020, subject to acceleration or extension of the timetable of the Offering.
Subject to acceleration or extension of the timetable of the Offering, trading on an "as-if-and-when-issued-and/or-delivered" basis in the Ordinary Shares and Warrants is expected to commence on 19 November 2020 on Euronext Amsterdam, under the respective symbols of DSC2 and DSCW1, DSCW2 and DSCW3. The Units themselves will not be listed.
DSC2 has received intentions to participate in the Offering and to subscribe for Units from investors for an aggregate amount of over € 100 million. The Company intends to fully allocate these investors.
DSC2’s main objective is to complete a Business Combination within 24-30 months after the date on which settlement occurs. The reason for the Offering is to raise capital to fund the consideration to be paid for the Business Combination. 99% of the proceeds of the Offering will be deposited in an escrow account to achieve a Business Combination. In the current environment the escrow account will be subject to negative interest.
Up to 1% of the proceeds of the Offering can be used to cover expenses of the SPAC.
The Executive Directors -including Oaklins- of DSC2 have committed up to € 1.75 million to cover expenses of the SPAC.
From listing DSC2 has 24 months (plus a potential one-time extension period of 6 months to be approved by the Non-Executive Directors of DSC2) to propose a company for a Business Combination. The proposed Business Combination needs to be approved by the shareholders of DSC2. If over 30% of the shareholders participating in the EGM do not approve the Business Combination, the team will start a new search. In case of a 70% or more approval for the Business Combination, shareholders not approving that Business Combination will be reimbursed. If a Business Combination is not announced to the shareholders of DSC2 ultimately within 30 months from the IPO date, DSC2 is dissolved and liquidated. The liquidity available in the escrow account is used to reimburse the shareholders in such an event.
For each Unit allocated an investor shall receive six Ordinary Shares and six Warrants. Three Warrants, shall be issued on the settlement date and three Warrants shall be issued on and subject to completion of the Business Combination in the following way:
For every 6 Ordinary Shares issued the shareholder will receive 3 Warrants at the IPO;
One with strike price €11.00 and a fixed conversion rate of 0.12 shares per warrant
One with strike price €12.00 and a fixed conversion rate of 0.24 shares per warrant
One with strike price €13.00 and a fixed conversion rate of 0.36 shares per warrant
For every 6 Ordinary Shares issued the shareholder will receive 3 Warrants at the Business Combination;
One with strike price €11.00 and a fixed conversion rate of 0.12 shares per warrant
One with strike price €12.00 and a fixed conversion rate of 0.24 shares per warrant
One with strike price €13.00 and a fixed conversion rate of 0.36 shares per warrant
Warrants will be automatically and mandatorily converted after establishing the Business Combination if the share price has traded at or above the closing price for 15 trading days out of a 30-day consecutive trading period (whereby such 15 trading days do not have to be consecutive). The warrants will expire five years after the Business Combination.
Executive Directors will receive up to a maximum of 299,333 Special Shares at the IPO that can be converted into Ordinary Shares in the Business Combination once the Business Combination has been completed and certain conditions have been met.
With effect of the Settlement Date the Company's issued share capital will consist of 46,448,131 to 51,448,135 new Ordinary Shares with a nominal value of €0.01. This includes 40,455,937 treasury shares that might be used in realizing the Business Combination or for Warrant and Special Share conversion.
Executive directors are bound by a 6 months lock-up from the date of Business Combination.