Dutch Star Companies TWO

Summary

Dutch Star Companies TWO has announced its intention to proceed with an offering of Units consisting of Ordinary Shares and Warrants (the ‘’Offer) and admission to listing and trading on Euronext Amsterdam in the last quarter of 2020, or the first quarter of 2021, subject to market conditions. Read full press release.

Dutch Star Companies TWO intends to raise € 60-100 million of equity to support the growth of a mid-sized company with a sound business proposition. If and when the Offer is launched, further details about the Offer and the Admission will be included in the Prospectus. Once the Prospectus has been approved by the AFM, the Prospectus will be published and made available at no cost at the start of the offer period on this website, subject to securities law restrictions in certain jurisdictions.

Dutch Star Companies TWO expects to publish the prospectus in the last quarter of 2020. The main characteristics can be found on this page, for orientation only.

Dutch Star Companies TWO; characteristic summary

Dutch Star Companies TWO: Investment highlights

Track record proves concept

  • Dutch Star Companies launched its first SPAC, Dutch Star Companies ONE, in 2018. Shares and warrants of DSCO were listed in a €55 million IPO on Euronext Amsterdam as of 22 February 2018 at €10 per share. DSCO successfully merged into a Business Combination with CM.com on 21 February 2020.
  • Dutch Star Companies’ promising concept has by now matured into a proven concept for especially midsized companies with successful execution of Dutch Star Companies ONE and a clearly positively recognized Business Combination in the market.
  • DSC2 is supported by the same Executive and Non-Executive Directors and support team as the first SPAC: DSCO. It brings unparalleled experience with structuring, fundraising and execution of a SPAC in the Netherlands with proven ability to act swiftly and decisively.
  • Continuing as Non-Executive Directors are Joop van Caldenborgh, Chairman; Pieter Maarten Feenstra; Aat Schouwenaar and Rob ten Heggeler. A fifth Non-Executive Director is expected to be announced as soon as possible.

High quality shareholder base

  • Dutch Star Companies has attracted a high quality and stable shareholder base of Dutch entrepreneurs, family offices, High-Net-Worth-Individuals and executives. This has proven to be an important asset in the transaction of the Business Combination’s shares. DSC2 will focus on bringing in additional good quality shareholders.

Access to potential targets

  • Both the Executive Directors and the extensive Oaklins network are well connected and have access to many potential targets.
  • DSC2 is a unique investment opportunity for shareholders to get access to a not yet listed company that might otherwise not be in reach.

Win-win-win structure works for all parties

  • Shareholder DSC2 win: Access to new investment opportunities. Warrant structure gives attractive investor returns if the stock performs well.
  • Target shareholders win: DSC2 can offer an ‘IPO in a box’, shortening the time to IPO for the company and upon approval of DSC2 shareholders to receive a pre-agreed price for a minority of their company.
  • SPAC team win: Incentives for reward are largely aligned with shareholders DSC2.

Dutch Star Companies TWO: Transaction Highlights

  • Dutch Star Companies TWO aims to list on Euronext Amsterdam in the last quarter of 2020 or the first quarter of 2021 (subject to market conditions), on the basis of a Prospectus approved by the Netherlands Authority for the Financial Markets (AFM).
  • Transaction size of DSC2 € 60-100 million of equity to support the growth of a mid-sized Dutch company with a sound business proposition.
  • 99% of the proceeds of the Offer will be held in an escrow account. In the current environment the escrow account will be subject to negative interest.
  • Up to 1% of the proceeds of the Offer can be used to cover expenses of the SPAC on a 50%/50% basis by both Executive Directors and investors.
  • The Executive Directors 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.
  • Issue price will be € 10.00 per Ordinary Share in Units of € 60.00 each.
  • In addition, for every Unit issued shareholders 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 strike 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 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.
  • Executive directors are bound by a 6 months lock-up from the date of Business Combination.