Shareholder Structure
The Company has issued two classes of shares: A shares and B shares. Each share is entitled to one vote.
The A shares are held by private and institutional investors and listed on the Euronext Amsterdam. All A shares rank pari passu with each other. Each A share carries one vote at a general shareholders’ meeting.
The B shares are not listed on any exchange.
All B shares rank pari passu with each other. Each B share entitles its holder to the right to attend and to cast one vote at a general shareholders’ meeting.
The B shares are subject to certain transfer restrictions (as described in more detail in the Restrictions section (below) and fully in the Articles of Association of the Company).
The B shares will automatically convert into A shares if the closing price of the A shares for any ten (10) trading days within a thirty (30) trading day period exceeds thirteen euros (€13.00). The B shares will convert on a one-to-one basis into A shares.
The Company has issued two types of warrants: Public and Sponsor.
The Company has issued 10,000,000 Public Warrants.
The Public Warrants are traded on the Amsterdam Stock Exchange.
Public Warrants allow holders to subscribe for A shares. The Public Warrants are exercisable at any time. The Public Warrants will expire on the first business day after the fifth anniversary of completion of the Business Combination (22 April 2022), or earlier upon redemption of the Public Warrants. A holder of Public Warrants may exercise its Public Warrants only for a whole number of A shares. Each whole Public Warrant entitles the registered holder to purchase one A share at an exercise price of €11.50 per A share, subject to the adjustments described in the Prospectus.
The Company can also redeem the Public Warrants, with this feature not being applicable to Sponsor Warrants, under certain circumstances, for example if the price of A shares exceeds €18.00 or, with the consent of the Sponsor, if the price of A shares exceeds €10.00 but is less than €18.00. Details of redemption of Public Warrants by the Company are described fully in the Articles of Association of the Company.
6,600,000 Class B warrants held by the sponsor and the Anchor Investors that will be exercisable for A shares in accordance with the Promote Schedule, where following the completion of the Business Combination, the closing price of the A shares for any ten (10) trading days within a thirty (30) trading day period exceeds thirteen euros (€13.00). Each whole Sponsor Warrant entitles the registered holder to purchase one A share at an exercise price of €11.50 per A share, subject to the adjustments described in the Prospectus. The Sponsor Warrants do not have the redemption feature of the Public Warrants.
The Sponsor and Sponsor principals prior to completion of the Business Combination, committed not to transfer, assign, pledge or sell any of the B shares other than under certain limited circumstances for a period of three hundred and sixty-five (365) days after the closing date of the Business Combination or earlier:
(i) after one hundred and fifty (150) days post-completion of the Business Combination, the share price of the A shares equals or exceeds twelve euros (€12.00) for any twenty (20) trading days within any thirty (30) consecutive trading day period; and
(ii) if after the completion of the Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their A shares for cash, securities or other property.