ESG Core Investments B : Publication of 2022 Financial Statements and anticipated return of cash to shareholders

Publication of 2022 Financial Statements and anticipated return of cash to shareholders

Amsterdam - 4 January 2023 08:00 CET

Today, ESG Core Investments B.V. (the Company), a special purpose acquisition company (SPAC) listed on Euronext Amsterdam, publishes its consolidated financial statements for the financial year ending 31 December 2022 (the Consolidated Financial Statements) and its annual report 2022, including the report of its management board and the report of its supervisory board (the Annual Report).

The Company furthermore announces that it currently believes that the consummation of a suitable Business Combination is highly improbable. Since its IPO, the Company has reviewed more than a hundred potential targets, and had advanced discussions with multiple of them. Despite extensive efforts to date, none of these discussions has resulted in the consummation of a Business Combination. Certain prospective targets were, through investigation, found not to meet the Company's target business criteria, or otherwise would not result in a Business Combination at an acceptable valuation, while others elected to pursue other strategic avenues like a stand-alone IPO or full or partial private sale. Some targets seemed hesitant to pursue a Business Combination due to macro-economic events impacting valuations and disappointing stock price performance in capital markets generally.

Although ít is highly probable that the Company will not be able to complete a suitable Business Combination before the Business Combination Deadline, being 16 February 2023, the Company is continuing its search process in earnest, in a disciplined manner, up until the Business Combination Deadline, but will in parallel prepare for its dissolution and liquidation, such that the amount held in the Escrow Account can be returned to shareholders as soon as possible after the Business Combination Deadline. Should the search process result in a suitable Business Combination target being identified, an extension of the Business Combination Deadline would be required, and as such a general meeting would be convened and the corresponding Business Combination put to shareholder vote.

In accordance with the Prospectus, if no Business Combination is completed by the Business Combination Deadline, the Company shall, within three months after the Business Combination Deadline, convene a general meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) pursue delisting of the Ordinary Shares and Market Warrants. To this end, the Company convenes the AGM (as defined below) such that it will take place on 16 February 2023, to also facilitate voting on the dissolution and liquidation of the Company in accordance with its articles of association and article 2:19 of the Dutch Civil Code as further set out in the agenda, explanatory notes and convocation for the AGM, which are published today as well.

Following adoption of the relevant resolution(s) by the AGM and commencement of the liquidation, the Management Board, under supervision by the Supervisory Board, shall assume control of the affairs of the Company until close of the liquidation proceedings, taking into account a statutory creditor opposition period of two months. The amount per share that shareholders will receive as liquidation distributions is expected to be announced by press release on 19 April 2023, and the amount per share is expected to be EUR 10. The last day to trade shares is expected to be 19 April 2023, and payment of liquidation distributions is expected to take place on 24 April 2023. There will be no distribution of proceeds or otherwise from the Escrow Account with respect to any of the Market Warrants or the Founder Warrants, which will automatically expire without value upon the failure by the Company to complete a Business Combination. The last day to trade Market Warrants is expected to be 16 February 2023.

The costs relating to a potential liquidation and dissolution of the Company are expected to be covered by the proceeds that were raised with the issuance of the Founder Warrants.

Indicative Timetable

The timetable below sets forth certain expected key dates for the AGM and the liquidation:

Event	Time (CET) and date
Notice of AGM to shareholders	08:00 CET 4 January 2023
Record date to attend AGM	19 January 2023
AGM	10:00 CET 16 February 2023
Liquidation process commences1	17 February 2023
Expected delisting of the Ordinary Shares1	20 April 2023
Expected payment of liquidation distributions1	24 April 2023
Liquidation complete, Company ceases to exist1	25 April 2023

1 Presumes that resolutions lor liquidation are approved at the AGM.

Annual General Meeting

The Company invites its shareholders to its Annual General Meeting of Shareholders formally held at the head office of the Company (Oldenzaalsestraat 500, 7524 AE Enschede) on Thursday 16 February 2023 at 10:00 (CET) (the AGM). Further details of the AGM are set out in the agenda, explanatory notes and convocation for the AGM. Such documents, the Consolidated Financial Statements and the Annual Report can be obtained from the Company website at www.esgcoreinvestments.com/structure under the header "Publications".

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Inside Information

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

Disclaimer

Capitalized terms used but not defined herein shall have the respective meanings given to them in the prospectus published by the Company (as defined below) on 11 February 2021 (the Prospectus), which can be obtained from the Company's website at www.esgcoreinvestments.com/structure under the header "Downloads". This announcement (including the Annual Report) may include forward-looking statements, which are based on the Company's current expectations and projections about future events and speak only as of the date hereof. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not within or outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. accordingly, no undue reliance should be placed on any forward-looking statements. The Company operates in a rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor to assess the impact that these factors will have on the Company. Forward-looking statements speak only as at the date at which they are made and the Company undertakes no obligation to update these forward-looking statements. Further reference is made to the risk factors in the Annual Report.