NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Largest European SPAC to date
Pegasus intends to target a high potential business combination partner in the European financial services industry
Strong Sponsor alignment with shareholders, committing in excess of €165 million, including unconditional €100 million Forward Purchase Agreement at the time of a business combination from institutional sponsors Tikehau Capital and Financière Agache
AMSTERDAM, April 29, 2021 (GLOBE NEWSWIRE) -- Pegasus Acquisition Company Europe B.V. (“Pegasus”), the Special Purpose Acquisition Company (SPAC) focused on opportunities in the European financial services industry, today announced that it has successfully raised €500 million in a private placement, making it the largest European SPAC to date. Pegasus will start trading on Euronext Amsterdam this morning.1
In aggregate, the Sponsors, Tikehau Capital, Financière Agache, Jean Pierre Mustier and Diego De Giorgi, have invested €55 million by subscribing for Units in the private placement, demonstrating strong alignment of interest with all shareholders. The Sponsors have also subscribed for Founder Shares and Founder Warrants for a total amount of up to €12.75 million to be used to cover commissions and costs. In addition, Pegasus may call upon an unconditional Forward Purchase Agreement of up to €100 million, provided by institutional sponsors Tikehau Capital and Financière Agache. Pegasus also retains the flexibility to raise significant additional funding through a PIPE (private investment in public equity) to provide further investment in the business.
The structural characteristics of Pegasus ensuring strong Sponsor alignment with shareholders combined with the significant investment commitment of the Sponsors have allowed it to attract a broad and high-quality investor base.
Pegasus intends to capitalise on the recognised industry expertise, deal sourcing and execution capabilities of its four sponsors as it targets a partnership with a financial services company operating in the Investment Management, Insurance and Diversified Financials industry verticals. Targets will be either digitally native or benefit from structural tailwinds in their sector, and have strong profit growth potential that could be accelerated via access to capital and strategic guidance.
Pegasus will have 24 months from the settlement date, expected to occur on 3 May 2021, to complete a business combination, subject to a six-month extension period if approved by a shareholder vote. Pegasus shareholders will also benefit from approval rights on any proposed transaction via a general meeting.
Jean Pierre Mustier, Operating Partner, Pegasus Europe, said: “Our successful listing creates an opportunity to bring much needed growth capital to the European financial services sector. We now start on the exciting journey to forming a long-term partnership with a high potential business, guiding their transition from private to public, and driving their growth and development through both investment and strategic counsel.”
Diego De Giorgi, Operating Partner, Pegasus Europe, added: “Pegasus is ready to provide a potential partner with operational, financial and strategic support well beyond an initial business combination. As a group, the sponsors have significant financial sector experience, including listed company managerial, risk and governance expertise, allowing the management team of the company we partner with to remain fully focused on successfully running their business.”
Citigroup Global Markets Europe AG (“Citi”) and J.P. Morgan AG (“J.P. Morgan”) are acting as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”) in the IPO.
Citi acting as stabilisation manager (the “Stabilisation Manager”) on behalf of the Joint Global Coordinators may (but will be under no obligation to), for stabilisation purposes, acquire up to 6,000,000 Units (the “Option Units”), comprising approximately up to 12.00% of the aggregate number of 50,000,000 Units sold in the Offering, during a period of 30 calendar days after the commencement of conditional dealings in the Units with a view to supporting the market price of the Units at a level higher than that which might otherwise prevail in the open market. The acquisition of the Option Units by the Stabilisation Manager in the course of the stabilisation transactions will result in the repurchase of such Option Units by the Company pursuant to the exercise by the Stabilisation Manager, on behalf of the Joint Global Coordinators, of a put option that has been granted by the Company to the Stabilisation Manager (the “Put Option”). The Put Option is exercisable in full or in part within 30 calendar days after the first trading date.
In connection with the Offering, the Stabilisation Manager (or any of its agents or affiliates) may (but will be under no obligation to), to the extent permitted by applicable laws and regulations, acquire the Option Units with a view to supporting the market price of the Units at a level higher than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange (including Euronext Amsterdam) or otherwise and may be undertaken at any time during the period commencing on the first trading date and ending no later than 30 calendar days thereafter. The Stabilisation Manager will not be required to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation transactions, if commenced, may be discontinued at any time without prior notice and must be discontinued within 30 calendar days after the commencement of conditional dealings in the Units. In no event will measures be taken to stabilise the market price of the Units above the Offer Price. Save as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any stabilisation transactions conducted in relation to the Offering.
This announcement also serves as the pricing statement related to the Offering as required by article 17(2) of Regulation (EU) 2017/112 (the “Prospectus Regulation”) and has been filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”). The listing prospectus (the “Prospectus”) as approved by the AFM today Thursday, 29 April 2021, and this announcement are available free of charge on the corporate website of the Company (www.pegasuseurope.com), subject to applicable securities laws.
Details of the Offering
Pegasus Acquisition Company Europe B.V. has completed the private placement of units, each replaceable by one Class A Ordinary Share and one-third (1/3) of a Warrant (the “Units”) as announced on 26 April 2021 and launched on 27 April 2021 (the Offering).
The Offering consists of a private placement of 50,000,000 Units (assuming the Put Option is not exercised, or 44,000,000 Units if the Put Option is exercised in full) at a price of €10.00 per Unit (the “Offer Price”) raising proceeds of €500 million (or €440 million assuming the Put Option is exercised in full).
Pegasus has applied for admission of all issued Units, Class A Ordinary Shares and Warrants to listing and trading on Euronext Amsterdam, under the symbols “PACEU” (Units), “PACE” (Class A Ordinary Shares) and “PACEW” (Warrants). First trading in the Units on an “as-if-and-when-issued/delivered” basis on Euronext Amsterdam under the symbol “PACEU” will commence today Thursday, 29 April 2021 at 9.00 CET.
Settlement of the Offering and the start of unconditional trading in the Units is expected to take place on Monday, 3 May 2021 (the “Settlement Date”). The Class A Ordinary Shares and the Warrants can be traded separately only from the 37th calendar day after the first trading, from which date the holders of Units will have the option to continue to hold and trade Units or to replace their Units with Class A Ordinary Shares and Warrants.
Investing in Pegasus involves certain risks. A description of these risks, which include risks relating to Pegasus as well as risks relating to the Offering, the Ordinary Shares and the Warrants is included in the Prospectus.
Media Contacts
Pegasus Europe
FinElk: Cornelia Schnepf / Robin Haddrill: +44 7387 108 998 / +44 7920 016 203
Disclaimer
This press release contains information that qualifies or may have qualified as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended Canada, Australia, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Pegasus Acquisition Company Europe B.V. (the "Company", and such securities, the "Securities") in the United States, Canada, Australia, Japan or South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940. No public offering of securities is being made in the United States.
In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
In relation to each member state of the European Economic Area (each, a “Member State”), no Units, Class A Ordinary Shares or Warrants have been offered or will be offered in that relevant Member State, except that an offer to the public in that relevant Member State of any of the Units, the Class A Ordinary Shares or the Warrants may be made at any time to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulation, provided that no such offer of Units, Class A Ordinary Shares or Warrants shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
The Units, the Class A Ordinary Shares and the Warrants 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 MiFID II; (ii) a customer within the meaning of Directive 2016/97/EC (as amended or superseded, the ‘Insurance Distribution Directive’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the ‘PRIIPs Regulation’) for offering or selling the Units or the Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Units or the Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Units, the Ordinary Shares and the Warrants 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. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in Directive (EU) 2014/65/EU on markets in financial instruments (as amended) and implemented in the United Kingdom as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (“UK MIFID II”); (ii) a customer within the meaning of the Insurance Distribution Directive as it forms part of the domestic law of the United Kingdom by virtue of the EUWA, where that customer would not qualify as a professional client as defined in UK MIFID II; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Units and the Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Units and the Warrants or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
These materials may include statements, including the Company’s financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', "aims", "forecasts", "continues", ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
Each of the Company, Citigroup and J.P. Morgan (the "Global Coordinators") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these materials whether as a result of new information, future developments or otherwise.
The Global Coordinators are acting exclusively for the Company and no one else in connection with any offering of Securities. It will not regard any other person as its respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of these materials or any transaction, arrangement or other matter referred to herein. The Global Coordinators or any of their subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of these materials or its contents or otherwise arising in connection therewith. Accordingly, the Global Coordinators disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of these materials and/or any such statement.
1 or €440m if the 12% Put Option for the reverse greenshoe is exercised in full.