Fastned Announces Intention to List on Euronext Amsterdam

Total Page:16

File Type:pdf, Size:1020Kb

Fastned Announces Intention to List on Euronext Amsterdam Not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which such a release, distribution or publication is unlawful Fastned announces intention to list on Euronext Amsterdam Amsterdam, 9 April 2019. Fastned B.V. (Fastned or the Company), the charging ​ company which is building a European network of fast charging stations for fully electric vehicles, intends to list on Euronext Amsterdam in the first half of 2019. Fastned’s mission is to give freedom to electric drivers, thereby accelerating the transition to sustainable mobility. Fastned’s Highlights ● Amsterdam based Fastned is a pioneer in the development and operation of a network of fast charging stations that provide 100% renewable electricity for fully electric vehicles (FEVs); ​ ​ ● Since its start in 2012, Fastned has built a network of 91 fast charging stations, of which 80 stations in the Netherlands, 11 in Germany and the first station in the UK is about to be opened; ● Fastned has expansion plans for other countries in Europe, with a focus on Belgium, Switzerland (where it recently won a tender for 20 locations) and France; ● Fastned has shown consistent strong growth in volume and revenues, with a compounded growth rate of 30% for its quarter-on-quarter revenue in the 2015 – 2018 period. ● Fastned believes it is uniquely positioned to benefit from the mega-trend towards full electrification of mobility, supported by (i) government support in the form of regulations and incentives, (ii) increasing supply of FEVs as a result of large investments in FEV manufacturing facilities by car manufacturers, (iii) battery technology advancements combined with decreasing battery prices, (iv) growing consumer preferences to drive FEVs, and (v) increasing charging speed in combination with fast charging infrastructure; ● Through its highly-scalable network of fast charging stations, Fastned provides essential infrastructure to help facilitate the accelerating growth of FEV adoption in the Netherlands and other European countries. Equipped with a valuable set of exclusive rights to apply for permits to operate fast charging stations along Dutch highways, Fastned decided in 2012 to start investing in fast charging stations ahead of the expected significant market demand for its services. As a result of this early start Fastned now has the infrastructure, systems, procedures and know-how in place to take advantage of the accelerating growth of the number of fully electric vehicles on European roads. Fastned has ambitious growth plans to realise a European network of fast charging stations, and therefore considers the intended listing on Euronext Amsterdam a logical next step in the development of the Company. 1 Not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which such a release, distribution or publication is unlawful Michiel Langezaal, CEO of Fastned: Fastned is a rapidly growing fast charging company in Europe. With over five years of experience in building and operating a network of fast charging stations, we are well positioned to benefit from the accelerating transition to full electric vehicles. Fast charging stations are key infrastructure that can scale rapidly to cater to the fast growing demand for charging infrastructure. In light of these developments, we consider it the right time to list on Euronext Amsterdam. This listing will create additional funding flexibility and will offer more investors the possibility to invest in the mega trend towards electrification of mobility.” Rationale for the Euronext listing Fastned is currently listed on the trading platform Nxchange in the Netherlands and intends to list on Euronext Amsterdam in the first half of 2019. Fastned aims to build a European network of fast charging stations. A listing on Euronext is a logical next step in the development of Fastned as it will create additional funding flexibility and broaden Fastned’s access to the capital markets to help implement its growth strategy. In addition, it will further enhance Fastned’s profile and brand recognition with investors, business partners, clients and employees. Fastned has appointed ING Bank N.V. (ING) to act as listing agent for the proposed listing of ​ ​ Fastned on Euronext Amsterdam. Subject to market conditions, Fastned aims to actively use its Euronext listing for the issuance of new depositary receipts for shares to help fund the capital expenditures associated with its on-going roll-out and implementation of its growth strategy. Leadership team and governance Fastned currently has 50 employees, working in Amsterdam and at its offices in Cologne, London, and Ghent, the vast majority of which is focused on the growth of the Company’s operations. In light of the proposed Euronext Amsterdam listing, the management board of Fastned will comprise of two members being Michiel Langezaal, one of the founders and Chief Executive Officer, and Niels Korthals Altes, the Chief Commercial Officer and Head of Funding. Both are experienced professionals in this young but rapidly growing industry. Simultaneously, Fastned is in the process of establishing a supervisory board, which will be chaired by Bart Lubbers, one of Fastned’s founders and currently a member of the management board, and will include two additional independent members. All shares in the capital of Fastned are held by the Fastned Administratie Stichting (a foundation), which in turn issued depository receipts for these shares to investors. This structure was implemented on 7 March 2014 and will remain in place upon completion of the Euronext listing. 2 Not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which such a release, distribution or publication is unlawful Business description As of today, Fastned has 91 stations operational in the Netherlands and Germany and is about to open its first station in the United Kingdom. Fastned's mission is to give freedom to drivers of FEVs and accelerate the transition to sustainable transportation. Fastned intends to realise its mission by delivering fast charging services to drivers of FEVs through the development and operation of scalable fast charging stations at high traffic locations. Each location has multiple fast chargers allowing FEV drivers to charge their car quickly and continue their journey. All of Fastned's stations are equipped with multi-standard fast chargers that enable charging with global charging standards CCS and CHAdeMO. Fastned’s core activities include selling electricity to its customers at fast charging stations, as well as developing new locations: scouting and selecting new sites, developing new stations (securing the necessary land leases, obtaining the required permits and procuring grid connections), managing the construction of stations, operating and maintaining stations, acquiring funding for network expansion and building the brand and customer base, with the aim to provide the best charging experience for FEV drivers. Fastned started out in the Netherlands and has the goal to build a European network of fast charging stations. In addition to its network of 80 stations in the Netherlands, Fastned currently has 11 operational charging stations in Germany and will soon open its first station in the United Kingdom. Fastned is acquiring and developing more locations in all of these countries and, in addition, is acquiring and developing locations in Belgium, Switzerland and France. Financial and operational metrics of Fastned FY2018 FY2017 Growth Q1 2019* Q1 2018* Growth ​ ​ Revenue (€ 1,638 €556 +195% €844 €252 +236% 1,000) 1 kWh 2,903 1,006 +189% 1,520 483 +215% delivered (x1,000) Number of 85 63 +35% 90 66 +36% stations operational Number of 17,923 6,279 +185% 22,717 8,303 +174% 2 Customers * ​ This financial information has not been audited or reviewed by an external auditor. For further information see the press release that Fastned has issued today in relation to its performance over Q1 2019.3 1 kWh = kilo-watt per hour, a metric that is commonly used as a unit for energy delivered ​ 2 Customers who have charged at least once in the last quarter of the full year, respectively, the relevant quarter 3 In its previous quarterly trading updates Fastned’s reported Revenue related to the sales of electricity only. ​ Starting with this report on the first quarter of 2019, the Revenues reported includes sales of electricity and maintenance fees and other operating revenues. The presented growth of Revenues in Q1 2019 compared to Q1 2018 is on a like-for-like basis. 3 Not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which such a release, distribution or publication is unlawful Market developments impacting the adoption of EVs Fastned believes that there is significant growth opportunity for fast charging services in Europe, which is supported by the rapidly growing numbers of electric vehicles (EVs) in Europe. Bloomberg New Energy Finance predicts that EVs (comprising FEVs and plug-in 4 hybrid EVs) will reach 45% of the car fleet in Europe in 2040 and European car manufacturers, such as Volkswagen Group, have announced higher investments and faster roll-out programmes. Under EU legislation, by 2021 – and phased in from 2020 – the fleet average to be achieved by all new cars is 95 grams of CO per kilometre, which forces ​2 European car manufacturers to invest in EVs. In the Netherlands, Fastned’s core market, the penetration of FEVs (as a percentage of the 5 total car fleet) at the end of 2018 was circa 0.54% and is expected to grow. This is supported by the increase of the market share of FEVs expressed as a percentage of new car registrations, which was 7.32% in the first three months of 2019, compared to 3.15% in 6 the first three months of 2018.
Recommended publications
  • Press Release Announcing the Public Offering on Euronext
    Not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which such a release, distribution or publication is unlawful Fastned launches its public offering on Euronext Amsterdam Amsterdam, 12 June 2019. Fastned B.V. (Fastned or the Company), the charging ​ company which is building a European network of fast charging stations for fully electric vehicles, today announces the offer price, offer size and publication of the prospectus (the “Prospectus”) for the planned public offering and listing on Euronext Amsterdam (the “Offering”). The offer period of the Offering will commence on Thursday, 13 June 2019 for Dutch retail investors and for institutional investors. Listing of, and first trading in, the Fastned depositary receipts (“DRs”) on Euronext Amsterdam is expected on Friday, 21 June 2019. Offering Highlights ● The offer price for the Offering (the “Offer Price”) is set at €10 per Offer DR; ​ ​ ● The Offering consists of an offering of primary DRs only, comprising up to 3,000,000 new DRs (the “Offer DRs”), to be issued by the Fastned ​ ​ Administratie Stichting, representing up to 3,000,000 newly to be issued ordinary shares with a nominal value of € 0.01 each; ● Bart Lubbers (co-founder) and Michiel Langezaal (CEO and co-founder) will not sell securities in the Offering and intend to continue to be long-term DR holders following the Offering; ● Based on the Offer Price, the Offering aims to raise approximately €27.3 million in gross proceeds, excluding the over-allotment option (and €30 million assuming full exercise of the over-allotment option).
    [Show full text]
  • 1 Fastned B.V. EUR 15,000,000 Bond Programme 20 November 2019
    Fastned B.V. EUR 15,000,000 Bond Programme 20 November 2019 1 Table of contents 1 General description of the Programme 4 1.1 What are the main features of the Bonds? 4 1.2 KEY INFORMATION ON THE OFFER OF BONDS 5 2 Risk factors 7 2.1 Risks Relating to Fastned’s Industry 7 2.2 Risks Relating to Fastned’s Business 9 2.3 Risk Related to the Regulatory and Legal Environment in which Fastned Operates 13 2.4 Risks Relating to the Financial Environment in which Fastned Operates 15 2.5 Risks relating to the investment in the Bonds 17 3 Important Information 19 3.1 Prospectus 19 3.2 Responsibility 19 3.3 Forward-looking statements 19 3.4 Market and Industry Data 20 3.5 Offering Restrictions 20 3.6 Miscellaneous 21 4 Documents incorporated by reference 22 5 Information about the Issuer 23 5.1 Overview 23 5.2 The Philosophy of Fastned 23 5.3 History 23 5.4 Description of Operations 24 5.5 Internal Organisation Structure 29 5.6 Current Pricing Model 30 5.7 Payment Methods 30 5.8 Customer Satisfaction 31 5.9 Suppliers 31 5.10 Information Technology 32 5.11 Corporate Social Responsibility 32 5.12 Legal Proceedings 32 5.13 Organisational structure 35 5.14 Governance 36 2 5.15 Financial Information 47 6 MARKET 52 6.1 Industry Context 52 6.2 Global trends impacting EV sales 53 6.3 EV sales in Fastned’s addressable market 57 6.4 EV Charging Infrastructure 58 6.5 Competition 60 7 Terms and conditions of the Bonds 63 8 Form of Final Terms 68 9 ISSUE SPECIFIC SUMMARY 70 10 Subscription and Sale 71 10.1 General 71 10.2 United States 71 10.3 European Economic
    [Show full text]
  • Fastned Prospectus Euronext Amsterdam
    FASTNED B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its statutory seat in Amsterdam, the Netherlands) Admission to listing and trading on Euronext in Amsterdam Fastned B.V. (the Company or Fastned) has applied for admission to listing and trading on Euronext in Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (Euronext Amsterdam) of all of the depositary receipts (the DRs) issued by Fastned Administratie Stichting (the Foundation) representing the issued and outstanding ordinary shares in the share capital of the Company with a nominal value of EUR 0.01 each (the Shares) under the symbol “FAST” (the Listing). It is expected that the Listing, subject to extension or acceleration of the timetable, will become effective and that trading in the DRs on Euronext Amsterdam will commence on 14 June 2019. At the date of this prospectus (the Prospectus), the DRs are listed on Nxchange, a regulated market of Nxchange B.V. (Nxchange). On 9 April 2019, Fastned has terminated its agreement with Nxchange. The agreement will expire at the expiration of a six month notice period. Trading remains possible on Nxchange as long as Nxchange facilitates this option on its platform. Fastned will inform the DR Holders (as defined below) who wish to migrate from Nxchange to Euronext Amsterdam (as defined below) on its website (https://ir.fastnedcharging.com/) and via the Nxchange messaging system, on how such DR Holders (as defined below) can migrate from Nxchange to Euronext Amsterdam. The Prospectus does not constitute an offer to sell, or a sollicitation of an offer to buy, any of the DRs or any other securities issued by the Company.
    [Show full text]
  • 21 October 2020 FOURTH SUPPLEMENT to the FASTNED
    21 October 2020 FOURTH SUPPLEMENT TO THE FASTNED B.V. BOND PROGRAMME BASE PROSPECTUS DATED 20 November 2019 The reason for this Supplement is the incorporation of the Fastned H1 2020 Interim Report, the Fastned Q3 2020 Trading Update and the increase of the aggregate amount under this Prospectus. FASTNED B.V. (incorporated in the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Amsterdam, the Netherlands) 1. This Supplement dated 21 October 2020 (the Supplement) constitutes the fourth supplement to the Fastned B.V. Bond Programme dated 20 November 2019, which is supplemented with the first supplement dated 23 June 2020, the second supplement dated 30 June 2020 and the third supplement dated 16 July 2020 (together the Base Prospectus) issued by Fastned B.V. (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. 2. This Prospectus comprises a base prospectus for all Bonds issued under the Programme for the purposes of Article 8 of Regulation 2017/1129/EU of the European Parliament and of the Council of 17 June 2017 and has been prepared in accordance with the Prospectus Regulation. 3. This Supplement is an amendment and a supplement to the Base Prospectus within the meaning of article 8 of Directive 2017/1129/EU. This Supplement has been filed with and approved by the Dutch Authority for the Financial Markets ("Stichting Autoriteit Financiële Markten" or "AFM"). This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements thereto issued by the Issuer.
    [Show full text]
  • 2020 Annual Report
    1 Table of Contents Key figures 8 Message from the CEO 10 Part 1 - Management Report 13 Business review 2020 14 Business & market outlook 18 Financial review 25 Risks and risk management 32 Corporate Governance 36 Remuneration report 39 Supervisory board report 42 Members of the FAST board 46 Members of the management board 47 Members of the supervisory board 48 In control and responsibility statements 49 Non IFRS Measures 50 Part 2 - Financial Statements 52 Consolidated statement of profit or loss 55 Consolidated statement of comprehensive 56 income Consolidated statement of financial position 57 Consolidated statement of changes in equity 58 Consolidated statement of cash flows 59 Notes to the consolidated financial statements 60 1. General information 60 2. Significant accounting policies 60 3. Significant accounting estimates, judgements 72 and errors 4. Capital management 74 5. Group information 75 6. Revenue and segment information 76 7. Cost of sales 77 8. Other income/expense 77 9. Income tax 79 10. Earnings per share 80 11. Other intangible assets 81 12. Property, plant and equipment 82 2 13. Right of use assets 84 14. Financial assets and financial liabilities 85 15. Trade and other receivables and prepayments 91 16. Cash 92 17. Issued capital and reserves 93 18. Trade and other payables 94 19. Lease liabilities 94 20. Provisions 94 21. Deferred revenues 95 22. Share-based payments 96 23. Commitments and contingencies 98 24. Related party disclosures 98 25. Key events post reporting date 100 26. Remuneration of auditors 101 27. Standards issued but not yet effective 101 Parent company financial statements Parent 102 company Parent company statement of profit or loss 102 Parent company statement of financial position 103 Notes to the parent company financial 104 statements 28.
    [Show full text]