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.
About OboTech Acquisition SE
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.
Contact:
Ben Barnett
BB@OboTechAcquisition.com
DISCLAIMER
This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase
securities (the "Securities") of OboTech Acquisition SE (the "Company") in the United States, Australia, Canada, Japan
or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be
offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United
States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The
Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
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 (MORE TO FOLLOW) Dow Jones Newswires
April 29, 2021 08:54 ET (12:54 GMT)
