RCS - SMG Euro Recovery - First SPAC completes EUR115m private placement

NH Hotel SAAnnouncement

27/05/2022 11:30

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RNS Number : 0855N  SMG European Recovery SPAC SE  27 May 2022

 SMG European Recovery SPAC SE: First SPAC focused on the attractive European
 Leisure and Lodging space completes €115 million private placement

DGAP-Media / 27.05.2022 /

 NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
 STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
 WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
 APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

 Press Release

 SMG European Recovery SPAC SE: First SPAC focused on the attractive European
 Leisure and Lodging space completes €115 million private placement

 - SMG European Recovery SPAC SE, the first European vehicle focused on the
 strong fundamentals and ongoing post-Covid recovery opportunities in the
 European Leisure and Lodging sector, completes the targeted private placement

 - Trading on the Frankfurt Stock Exchange is expected to commence on June 1,
 2022

 Luxembourg, May 27, 2022

 SMG European Recovery SPAC SE ("SMG SPAC" or the "Company"), a Luxembourg
 special purpose acquisition company (SPAC), completes its private placement
 announced on May 25, 2022. The Company placed 11,500,000 units (the "Units"),
 consisting each of one share (a "Public Share") and one half of a warrant (a
 "Public Warrant"), at a price of €10.00 per Unit for an aggregate of €115
 million. The Units were solely offered to institutional investors.

 The Company has applied for admission of the Public Shares (ISIN:
 LU2380749676) to trading on the regulated market (regulierter Markt) of the
 Frankfurt Stock Exchange (General Standard) and for introduction to trading of
 the Public Warrants (ISIN: LU2380751656) on the open market (Freiverkehr) of
 the Frankfurt Stock Exchange (Börse Frankfurt Zertifikate AG). Trading of the
 Public Shares and Public Warrants is expected to commence on June 1, 2022.

 Led by experienced private equity investors, Dr. Stefan Petrikovics as CEO of
 the Management Board, and Anand Tejani as Chairman of the Supervisory Board,
 SMG SPAC is backed by a sponsor team with decades of experience in
 identifying, investing in and building leading companies in both in the public
 and private sectors.

 Dr. Petrikovics benefits from significant experience as a principal investor
 at Morgan Stanley and at TPG Real Estate, where he was most recently
 responsible for sourcing and execution across Europe and served on various
 corporate boards. In 2019, Dr. Petrikovics founded SMG Holding, a private
 technology-enabled investment firm with offices in Amsterdam, Berlin and
 Luxembourg. Mr. Tejani most recently served as a Partner of TPG where he
 helped establish TPG's Real Estate business and also served on TPG's European
 Executive Committee.

 The SMG SPAC management team brings significant real estate and hospitality
 experience and includes George Aase as CFO, Liam Doyle as COO, and René
 Geppert as a member of the Management Board. Mr. Aase previously served as CFO
 of P3 Logistics Parks, a Pan-European logistics owner and currently serves as
 Chairman of the Board of listed pan-European real estate group Nepi
 Rockcastle. Mr. Doyle previously served as COO of Selina, a fast growing
 global leisure and hospitality brand, and a&o, a pan-European lodging
 group. Paul Johnson will serve as Operating Partner and member of the
 Supervisory Board. Mr. Johnson founded his own hotel group, Kew Green Hotels
 in 2001 and served as CEO until the successful sale of the business in 2015.
 He also served on the board of Madrid-listed NH Hotels from 2016 to 2019.

 With its focus on the Leisure and Lodging sub-sectors of the real
 estate-related hospitality sector, SMG SPAC is targeting one of the largest
 and most attractive segments of the European economy, which is expected to
 continue to demonstrate consistent long term growth. SMG SPAC is looking to
 partner with a high-quality business that will capitalise on these strong
 industry fundamentals and which may participate in opportunities arising from
 post-Covid dislocations. The sponsor team believes that through a business
 combination, potential targets would benefit from the team's expertise in
 operations, building scale European platforms and capital markets as well from
 the funds provided by the combination to help accelerate their growth.

 Barclays is acting as Sole Global Coordinator and ABN AMRO (in cooperation
 with Oddo BHF SCA) as Joint Bookrunner.

 For further information, please visit: www.smg-spac.com

 Contact:

 Dr. Stefan Petrikovics

Chief Executive Officer

SMG European Recovery SPAC SE

9, rue de Bitbourg

L-1273 Luxembourg

Luxembourg

stefan@smg-spac.com

 DISCLAIMER:

 This publication may not be published, distributed or transmitted in the
 United States, Canada, Australia, South Africa or Japan. This publication does
 not constitute or forms part of any offer of securities for sale or a
 solicitation of an offer to purchase securities (the "Securities") or any of
 the assets, business or undertakings of SMG European Recovery SPAC SE (the
 "Company") in the United States, Australia, Canada, South Africa, 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,
 South Africa, Canada or Japan or to, or for the account or benefit of, any
 national, resident or citizen of Australia, South Africa, Canada or Japan
 subject to certain exceptions. The Securities of the Company may not be
 offered or sold in Canada absent the filing of a prospectus in Canada or in a
 transaction that is exempt from the requirement that the Company prepare and
 file a prospectus under applicable Canadian securities laws. No prospectus has
 been, or will be, filed with any securities commission or similar regulatory
 authority in Canada in connection with the offer and sale of the Securities.
 No securities commission or similar regulatory authority in Canada has
 reviewed or in any way passed upon this publication or on the merits of the
 Securities and any representation to the contrary is an offence. This
 publication does not form the basis of and should not be relied on in
 connection with, or act as an inducement to enter into, any contract or
 commitment whatsoever. Recipients of this publication who are considering
 acquiring Securities of the Company are reminded that any such purchase or
 subscription must not be made on the basis of the information contained in
 this publication.

 This publication constitutes neither an offer to sell nor a solicitation to
 buy securities. The securities have already been sold. 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 SMG European Recovery SPAC 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 SMG European Recovery SPAC
 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) 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 was 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 have not been and 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 the Public Shares and 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 have not been and 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.

 No action has been taken that would permit an offering or an acquisition of
 the securities or a distribution of this announcement in any jurisdiction
 where such action would be unlawful. Persons into whose possession this
 announcement comes are required to inform themselves about and to observe any
 such restrictions.

 This announcement does not constitute a recommendation concerning the
 Securities. Investors should consult a professional advisor as to the
 suitability of the Securities for the person concerned.

 This release may contain forward looking statements, estimates, opinions and
 projections with respect to anticipated future performance of the Company
 ("forward-looking statements"). These forward-looking statements can be
 identified by the use of forward-looking terminology, including the terms
 "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
 "should" or, in each case, their negative, or other variations or comparable
 terminology. These forward-looking statements include all matters that are not
 historical facts. Forward-looking statements are based on the current views,
 expectations and assumptions of the management of the Company and involve
 significant known and unknown risks and uncertainties that could cause actual
 results, performance or events to differ materially from those expressed or
 implied in such statements. Forward-looking statements should not be read as
 guarantees of future performance or results and will not necessarily be
 accurate indications of whether or not such results will be achieved. Any
 forward-looking statements included herein only speak as at the date of this
 release. The Company undertakes no obligation, and does not expect to publicly
 update, or publicly revise, any of the information, forward-looking statements
 or the conclusions contained herein or to reflect new events or circumstances
 or to correct any inaccuracies which may become apparent subsequent to the
 date hereof, whether as a result of new information, future events or
 otherwise. The Company accepts no liability whatsoever in respect of the
 achievement of such forward-looking statements and assumptions.

 Barclays Bank Ireland PLC is regulated by the Central Bank of Ireland.
 Barclays Bank Ireland PLC is acting for the Company only in connection with
 the offering and will not be responsible to anyone other than the Company for
 providing the protections offered to the clients of Barclays Bank Ireland PLC,
 nor for providing advice in relation to the offering or any matters referred
 to in this communication.

 End of Media Release

Issuer: SMG European Recovery SPAC SE

Key word(s): Finance

 27.05.2022 Dissemination of a Press Release, transmitted by DGAP - a service
 of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
 Financial/Corporate News and Press Releases.
 Archive at www.dgap.de

 Language:     English
 Company:      SMG European Recovery SPAC SE
               9 rue de Bitbourg
               1273 Luxembourg
               Luxemburg
 E-mail:       office@smg-holding.com
 Internet:     http://smg-spac.com
 ISIN:         LU2380749676, LU2380751656
 WKN:          A3C8RX
 Listed:       Regulated Unofficial Market in Frankfurt
 EQS News ID:  1362593

 

 Notierung vorgesehen. / Intended to be listed.

 End of News  DGAP Media

1362593  27.05.2022

 

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