Annual Report
2023
New Amsterdam Invest
Financial Report 2021
2
New Amsterdam Invest
Financial Report 2021
3
Table of contents
Foreword 4
Management Board Report 5
Our strategy 6
Our investment properties 8
Financial review 10
Significant transactions with related parties 13
Outlook 22
Governance 24
Company structure 25
Management structure 27
Capital structure 28
The Management Board 30
The Supervisory Board 31
Supervisory Board profile 32
Supervisory Board report 34
Remuneration report 38
Corporate Governance 41
Risk management and control 44
Statements from the Management Board 51
Consolidated Financial statements 2023 54
Statement of Consolidated Financial Position 55
Statement of Consolidated Profit and Loss 57
Statement of Consolidated Comprehensive Income 58
Statement of Consolidated Cash Flows 59
Statement of Consolidated Changes in Equity 60
Notes to the Consolidated Financial Statements 62
Company financial statements 2023 93
Company Statement of Financial Position 94
Company Statement of Profit and Loss 95
Notes to the Company Financial Statements 96
Other information 101
Appropriation of results 102
Special rights to holders of priority shares 103
Independent auditor’s report 104
Contact Information 114
New Amsterdam Invest
Financial Report 2021
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Foreword
Dear stakeholders,
The year 2023 marked an important year for the Company. The greater part of the first half of 2023 was
devoted to management efforts to look for multiple operating companies that could be grouped together
meeting Company’s financial and quantitative parameters (for instance a yearly dividend pay-out between
4.5% and 6.5 % of the Company’s equity value).
On 2 June 2023, the Company’s shareholders approved the incorporation of Somerset Park. Somerset Park,
along with management and operating companies in relevant jurisdictions, form a group of international
companies in the commercial real estate industry. Subsequently, the status of the Company as a SPAC
ended (“de-SPAC”).
After the acquisition of investment properties on 2 June 2023, the second half year of 2023 the main focus
of management changed to setting up the organization and supporting the operating performance of the
group. In addition, in the second half year 2023 the Company acquired a sixth investment property, named
Forthstone, located in Edinburgh.
The total investment in our properties amounts to € 83.3 million. To fund these acquisitions, the Company
used the funding that was released from its escrow account following the de-SPAC. Further the Company
made use of two bank loans in the US (acquired as part of the Business Combination) and later on in the
UK. Because the negotiations and onboarding procedures with the external credit institution in the UK was
time consuming, bridging was temporarily necessary. The Management Board decided to arrange a Bridge
Loan with a related party instead of a bank in order to achieve a lower interest rate and avoid bank
commissions. The Bridge loan has been repaid before year end.
During the first half year 2023 the Company operated for most as a SPAC and only since then as an
international operating company for commercial real estate. This implies that the results 2023 are not
characteristic for the Company’s regular operational results going forward.
The results from group companies have been included and consolidated within the Company’s results for
the period from 2 June 2023 to 31 December 2023. The net rental income including (recharged) service
expenses amounts to € 3.7 million.
The result for 2023 amounts to a loss of € 4.8 million. This result is mainly attributable to a number of one-
off items. The most important one is negative valuation result of investment property of € 4.9 million,
largely driven by the transaction costs on the investment properties being recognised in the income
statement when the investment properties, initially recognized at cost (including transaction costs) were
subsequently re-valued to their market value. Further we refer to the running costs for the year of € 3.6
million, which include expenses related to the Business Combination of € 0.5 million. These were mitigated
by the interest received on the escrow of € 0.5 million.
With this transformative year behind us we look forward to maintaining and further expanding our portfolio
of quality investment properties.
Sincerely,
The Management Board of New Amsterdam Invest N.V.
New Amsterdam Invest
Financial Report 2021
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Management Board Report
New Amsterdam Invest
Financial Report 2021
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Our strategy
The strategy of the Company for long-term value creation is focused on building a strong and diversified
real estate portfolio. The Company believes that the experience of its Management Board and their strong
track record will enable it to execute and accelerate its strategy. It is the Company’s vision to acquire,
design, develop and manage its properties in ways that will enhance the health of our environment and
improve the quality of life for our people, our tenants, our contractors, shareholders and other stakeholders
for now and in the future. As such, this is the Management Board’s vision for sustainable long-term value
creation.
Our values
In delivering our strategy, the Company is guided by the following values:
• Buy and build well: We focus our operational activities on the active management of our tenant base,
and on closely monitoring the relevant real estate markets to ensure we meet the expectations of
its current and future tenants as well as reinforcing the attractiveness of the assets by re-designing,
upgrading and, if possible, utilizing any available (re-)development potential of the assets.
• Live well: Our properties should contribute to a sustainable environment and help improve the life
of our tenants.
• Act well: As an organization we aim to maintain open, honest and active dialogue with our
stakeholders and ensure a fair treatment of all stakeholders.
The Company believes that acting in accordance with these values contribute to sustainable long-term value
creation as they are integrally linked to the pillars of our strategy as outlined below.
Objectives to realize growth
In line with our strategy, the company seeks to continuously improve and grow the value and attractiveness
of our assets. The Management Board has identified four main drivers of continued growth which should
help realize this growth:
1. Invest in a diversified portfolio;
2. Improve the use and quality of non-financial information;
3. Invest in a strong tenant line-up, and
4. Optimise the use and occupancy of each property.
These objectives are further detailed below.
1. Invest in a diversified portfolio
The Company believes it is well-positioned to benefit from the anticipated future structural growth in the
commercial real estate market in Europe, the United Kingdom and the United States of America. The
average growth rate resulting from the acquisitions and focused management of the commercial real estate
property and or commercial real estate operating companies is expected to be more than 10% per annum.
2. Improve the use and quality of non-financial information
In realizing our strategy, in particular around how our properties contribute to a sustainable environment
and improve the quality of life of our stakeholders, it is important to improve our insights and gain new
insights into the effects of our properties on these matters. To this end, the Company will seek to improve
the use and quality of non-financial information. Given its very short history of operations, the Company
does not have such insights as yet.
New Amsterdam Invest
Financial Report 2021
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The Corporate Sustainability Reporting Directive (CSRD) is legislation intended to improve the quality of
disclosure on corporate non-financial information to accelerate the transition to a sustainable economy by
2050, and combat greenwashing, by ensuring sustainability data are comparable, relevant, and reliable. As
a listed SME (small- or medium-sized entity), New Amsterdam Invest N.V. is required to apply this
regulation from 1 January 2026. The Management Board of The Company believes is aligned with our
strategic target. Environmental, Social, and Corporate Governance (ESG) is an increasingly important factor
for real estate companies in the choice of real estate developments and investment properties. As such,
adoption of and reporting in accordance with the European Sustainability Reporting Standards (ESRS), will
help the Company in providing valuable insights into how the Company’s business impacts people and the
environment.
3. Invest in a strong tenant line-up
We seek to maintain strong relationships with our tenants through active management and seek to align
our goals with those tenants in growing in a sustainable manner. To this end, we will invest in a tenant line-
up that share our values. The Management Board believes this will not only contribute to retention and
profitability of existing tenants, but will help the Company become a lessor-of-choice for future tenants.
4. Optimise the use and occupancy of each property
Assuming normal macro-economic conditions, normal market circumstances, stable market interest and no
material changes to the current regulatory and tax framework, the Company aims to realize this objective
through attaining the following:
• Filling in vacancies to increase rental income;
• Redevelopment of real estate properties;
• Optimizing real estate properties to generate a profit and exit; and
• Achieving better Energy Performance Certificates (EPCs) to contribute to sustainability and improve
rentability.
Financial objectives and targets
The Company’s strategy includes a particular focus on optimising and targeting operational activities to
continuously improve the performance of the property assets, resulting in income growth, long-term capital
appreciation for investors, and improving the quality of experience for our staff, tenants, contractors and
stakeholders. This will be achieved by focusing The Company’s activities on the active management of its
tenant base, closely monitoring the relevant real estate markets to ensure the facilities meet the
expectations of its current and future tenants and stakeholders, as well as reinforcing the attractiveness of
the assets by re-designing, upgrading and, if possible, utilizing any available development potential of the
assets. Such operational and property management activities are carried out by the operational group
companies and their employees, contractors and agents, as well as outsourced to leading property
management companies when required.
New Amsterdam Invest
Financial Report 2021
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Our investment properties
This section includes an overview of the investment properties that we currently own and operate.
Somerset House, Birmingham, UK
Somerset House is located at 37 Temple Street in the center of
Birmingham. The property comprises 37,478 sq. ft of office and leisure
accommodations.
All three current tenants have occupied the premises for several years with
rental contracts expiring only after 10 years or beyond. The annual rent
2023 amounts to £ 1,273k exclusive of VAT. Over 60% of rental income is
earned from one tenant who rents upper floors 1-6 as office space and part
of the basement. The remainder comes from two retail tenants on the ground floor.
Travelodge, Edinburgh, UK
This property located at 43 Craigmillar Park, Cameron
Toll, Edinburgh, EH16 5PD, United Kingdom. The real
estate property is a 115-bedroom hotel fully tenanted by
Travelodge Hotels Limited.
The property is let for a further 22 years, expiring on 22
April 2045, at an actual rent of £ 643k per annum
exclusive of VAT. It involves a lease contract with an
option for the tenant to extend the lease beyond 2045 by
another 25 years. Rent reviews follow Retail Price Index
(RFI) developments (upwards only rent reviews, every 5
years with the next review due in April 2025). The rental contract contains an FRI (full repair and insurance)
clause, which means that all utilities and repairs to the site are the responsibility of the tenant.
Interra One Park Ten, Houston, USA
One Park Ten Plaza is located at 16225 Park Ten Place, Houston,
Texas 77084 United States of America. It is a class B (energy
labeled) office building located in Houston's illustrious Park. The
building is an 8-story office tower with 162.919 net rentable square
feet and an attached 4-story parking garage with 560 Parking bays.
The property was built in 1983 and is surrounded by the
international and domestic headquarters.
The number of tenants of One Park Ten Plaza is approximately 30
and the vacancy rate is approximately 20%. All lease contracts have different expiration dates, with
renewals from 2024 to 2034. The total annual rental amounts to $ 2,121k.
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Financial Report 2021
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Blythswood Square, Glasgow, UK
Two-Four Blythswood Square is located at 2-4 Blythswood
Square, Glasgow G2 4AD United Kingdom and comprises
28,665 sq. ft. divided over a lower ground, ground and three
upper floors of a modern refurbished office space set behind a
Georgian blonde sandstone façade. The refurbishment was
comprehensive (2016-18) and at a cost of £ 2.1 million. Much
attention has been paid to safeguard the character of the 'B
listed building' and the surrounding conservation area. Two-
Four is a prestigious office location with a magnificent view on
the last protected green space in the central business district.
The building has an EPC certificate of A (obtained in March
2023).
The entire building is let on an FRI (full repair and insurance) basis to Chivas Brothers Ltd from 12
November 2018 until 11 November 2034. There are upward only rent reviews on 12 November 2023 and
5 yearly thereafter. The actual rent amounts to £ 630k per annum.
Sutherland House, Glasgow, UK
Sutherland House is located at 149 St Vincent Street, Glasgow G2 5NW
United Kingdom. The property comprises 39,323 sq. ft of office space and
is located within Glasgow’s Central Business District.
It is multi-let to a high-quality tenant line-up. The net rental income
amounts to £ 814K. Most of the building is let on an FRI (full repair and
insurance) basis.
Forthstone, Edinburgh, UK
Forthstone is located at 56 South Gyle Crescent, Edinburgh
EH12 9LE, United Kingdom. The property comprises 35,069
sq. ft of office space and is located in the heart of South Gyle
Business Park.
The Forthstone property is let in its entirety to Motability
Operations Ltd on a full Repairing and Insuring Lease started
23 August 2019 until 7 January 2037. The property has been
fully refurbished to exceptional standard and provides
modern, Grade A open plan office accommodation divided
over three floors. The total passing rent for the 35,370 square
feet (3,286 square meter) property is £ 734,150 per annum which equates to £ 21.00 per square feet on
the office space and £ 10.50 per square feet on the reception. The lease benefits from OMRV rent reviews.
New Amsterdam Invest
Financial Report 2021
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Financial review
This section sets out the Management Board’s review of the revenues, expenses and results for the year
2023, the balance sheet as at 31 December 2023 and the cash flows for the year 2023.
Analysis of results
The following table sets out the main items in the Company’s consolidated income statement for the
financial years presented for purposes of analysis by the Management Board. Further details of the results
are presented as part of the consolidated financial statements and disclosed in the notes thereto.
(*€1,000)
2023
2022
Net rental income
3,725
0
Revaluation investment property
4,929
0
Legal and professional fees
1,137
55
Other expenses
2,481
1,992
Total expenses
8,547
2,047
Operating result
-4.823
-2,047
Financial income and expense
-578
-33
Result before tax
-5,401
-2,080
Income tax
605
0
Result for the period
-4,796
-2,080
The rental income has been earned by the Company since completed of the Business Combination on 2
June 2023, when the first five investment properties were acquired.
The significant revaluation loss on the investment properties is mainly due to transaction costs incurred in
the acquisition of the properties. New Amsterdam Invest N.V. adopted the fair value model for its
investments properties. As required by IFRS, investment property is initially measured at the purchase
price of the property, including the transaction costs. Transaction costs include legal fees, property transfer
tax and other costs that are directly attributable to the acquisition of the property. However, investment
property measured subsequently at fair value cannot be stated at an amount that exceeds its fair value.
Effectively, this means that the transaction costs are recognized in the income statement in 2023.
The table below compares the original purchase prices and transaction costs of each of the investment
properties transactions against the exchange rate at the time of the Business Combination transaction (or
thereafter, for Forthstone) to the fair value as at 31 December 2023. This analysis shows that the
revaluation losses are largely caused by the transaction costs incurred. As at 31 December 2023, the fair
value has been determined by the Management Board making use of appraisals by independent third-party
valuators.
(*€1,000)
Date
acquired
Transaction
costs
Fair value as at
31 December
2023
Revaluation
gain or loss
Somerset House
June 2
1,307
16,841
-1,936
Travelodge
June 2
855
11,569
-847
Blythswood Square
June 2
694
10,360
-690
Sutherland House
June 2
758
10,475
-696
Forthstone
Sept 25
764
10,222
-748
Interra One Park Ten
June 2
359*
17,948
226
Subsequent expenditure
(Interra)
-237
Total
4,737
77,416
-4,929
Exchange differences
-1,074
Net revaluation
-6,003
* Transaction costs for Interra One Park Ten were not incurred in 2023 but by Interra One Park Ten LLC at
the time of the acquisition of the property by this entity in 2022. Refer to the section ‘Significant transactions
with related parties’ below.
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Financial Report 2021
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The legal and professional expenses are for a large portion related to the preparation of the Circular in
preparation for the Business Combination.
The financial income and expense is mainly driven by the interest expenses on the loans to finance the
investment properties amounting to € 1 million, offset by interest income of € 0.5 million earned on the
escrow account prior to the release of the funds from escrow upon the approval of the Business
Combination.
The income tax benefit is driven by on one hand the recognition of deferred tax liabilities relating to
temporary differences in the US (accounting for € 0.1 million tax charge), and on the other hand
capitalization of deferred tax assets for tax losses carried forward in the N.V., which could not be capitalized
in prior year due to uncertainty around the recoverability of these losses, as well as in the UK (in total
accounting for a € 0.7 million tax benefit). From 2024, with a stable portfolio of properties in its subsidiaries
and absent one-off costs related to the de-SPAC, the N.V. expects to earn a taxable income.
As such, the results for 2023 are heavily affected by various one-off items, with a net result amounting to
a loss of € 4.8 million.
Balance sheet analysis
The following table sets out the main items of the Company’s consolidated statement of financial position
for the financial years presented, for purposes of analysis by the Management Board. Further details of the
financial position of the Company are presented as part of the consolidated financial statements and
disclosed in the notes thereto.
(*€1,000)
31 December 2023
31 December 2022
Assets
(* € 1,000)
(*%)
(* € 1,000)
(*%)
Investment property
77,416
91.7
0
0.0
Deferred tax assets
735
0.9
0
0.0
Other non-current assets
6
0.0
12
0.0
Escrow account
0
0.0
48,436
99.3
Cash and equivalents
5,490
6.5
16
0.0
Other current assets
791
0.9
320
0.7
Total assets
84,450
100
48,784
100
Equity and liabilities
Group equity
44,270
52.4
48,520
99.5
Non-current liabilities
35,509
42.0
0
0.0
Current liabilities
4,671
5.5
264
0.5
Total equity and liabilities
84,450
100
48,784
100
The investment properties consist of five properties in the United Kingdom and one property in the United
States of America, held by local group companies, against market value per 31 December 2023. Further
details are provided in the analysis of results above.
As disclosed above, as at 31 December 2023, the Company has re-assessed the probability of future taxable
incomes and has concluded that convincing evidence exists to support the recognition of deferred tax
assets, on account of the cash flow forecasts of the Company’s investment properties and corresponding
forecasted taxable results.
On June 2,2023 after the shareholders approved the Somerset Park Business Combination, the Escrow
account was released resulting in an amount of € 49 million to be classified as cash and cash equivalents.
The cash position at 31 December 2023 amounts to € 5.5 million thousands and includes the remaining
amount received on a bank loan from Santander. Reference is made to the cash flow analysis below.
The total equity at balance sheet date 31 December 2023 amounts to € 44.3 million thousand on a balance
sheet total of € 84.5 million. As a result the Company’s solvency – calculated using the equity ratio as group
equity divided by total assets - amounts to 52.4% (31 December 2022: 99.5%). The decrease is mainly
due to the external borrowings obtained. The equity mainly relates to the issue of shares and the
contribution paid in excess of the nominal value of the shares as a result of the IPO, less the starting losses
incurred up until and including 2023.
New Amsterdam Invest
Financial Report 2021
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The borrowings as at 31 December 2023 consist of loan banks in the amount of € 35.4 million (classified
as non-current) and a loan from a related party in the US in the amount of € 2.2 million (classified as
current). Remaining current liabilities comprise mostly trade payables (€ 0.1 million), deferred rental
income (€ 0.8 million) and other short-term liabilities (€ 1.5 million).
The working capital – calculated as current assets including cash and cash equivalents, less current liabilities
- amounts to € 1.6 million (31 December 2022: € 70k). This increase is mainly driven by the sizeable cash
position at the balance sheet date. The current ratio – calculated as current assets including cash and cash
equivalents, divided by current liabilities – amounts to 1.35 (31 December 2022: 1.27). The current ratio
is a ratio that measures the Company’s ability to meet its short-term obligations and is a measure of the
Company’s liquidity. The ratio well exceeds the value of 1.
Cash flow analysis
The following table sets out the main items of the Company’s consolidated cash flow statement for the
financial years presented, for purposes of analysis by the Management Board. Further details of the cash
flows of the Company are presented as part of the consolidated financial statements and disclosed in the
notes thereto.
(*€1,000)
2023
2022
Cash flows from operating activities
1,068
-754
Cash flows from investing activities
-5,657
-1
Cash flows from financing activities
10,102
747
Net movement in cash and cash equivalents
5,513
-8
Impact of exchange differences on cash and cash equivalents
-39
0
Total movement in cash and cash equivalents
5,474
-8
Cash flows from operating activities show a strong improvement in 2023 compared to 2022. In 2022 the
Company did not have income and only incurred start-up expenses. From 2 June 2023, the Company is
generating positive cash flows from operating activities from its investment properties. Cash flows from
operating activities also include interest paid on borrowings (€ 0.8 million cash outflow in 2023) and interest
received (€ 0.5 million cash inflow in 2023 related to the escrow account).
The cash flows from investing activities in 2023 included a release from the escrow account in the amount
of € 48.4 million. These funds were used to finance the Business Combination in which the first five
investment properties were acquired. In the second half of the year, an additional property was acquired,
bringing the total cash outflows from investments in properties to € 54.1 million. Some of these properties
were acquired with borrowings as well as other assets and liabilities included in the trusts that contained
the investment properties. Further details on this are provided in note 1 to the consolidated financial
statements.
The cash flows from financing activities in 2023 consist of the repayment of a vendor loan that was used
as bridge financing by the trusts to acquire the investment properties and acquired as part of the trusts
that contained the investment properties in the UK, in the amount of € 14.2 million. Largely to fund
repayment of the vendor loan, bank financing was obtained via bridge loans and later from Santander in
the UK. The proceeds from bank loans amounted to € 24.2 million, generating a positive cash flow from
financing activities. Additional promoter contributions (recognized in equity) resulted in a positive cash
inflow of € 0.3 million compared to € 0.7 million in 2022.
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Financial Report 2021
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Significant transactions with related parties
During the financial year 2023, there were a number of related party transactions. Given the extent and
size of the related party transactions, the Management Board has disclosed these in detail in this report.
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a
related party. Also, entities which can control, jointly control or significantly influence the Company are
considered a related party. In addition, the managing directors and members of the supervisory board
and close relatives are regarded as related parties.
The related party transactions during 2023 can be classified into the following categories:
• Acquisition and financing of investment properties
• Financial positions with related parties
• Conversion of the promoter shares (share-based payment)
• Optional promoter contribution
• Hiring of staff
• Remuneration of the Management Board and Supervisory Board
Below, further details are provided on each category.
Acquisition and financing of investment properties
Introduction
It was a challenge as a SPAC to identify one or more operating companies in the real estate industry, which
would meet the Company’s financial and quantitative parameters. On that basis, the Management Board
decided to find the most suitable Business Combination for its shareholders, and started to look for multiple
operating companies that could be grouped together in a Business Combination meeting the required
parameters and factors. Eventually, the Management Board identified five real estate properties (one in the
United States of America and four in the United Kingdom) owned by different operating real estate
companies. Together they could form a group that would meet the Company's considerations and rationale
for a Business Combination. Such Business Combination would, however, given the Company’s governance
structure, first need to be approved by the shareholders during the Company’s Shareholders Meeting.
In anticipation of this, after consultation with the Supervisory Board, the Management Board decided to
secure the selected real estate properties making use of an independent trustee, until such time that
shareholder approval of the Business Combination could be obtained. The ultimate beneficiaries, until the
date of the approval of the Business Combination, were the members of the Management Board of New
Amsterdam Invest N.V. in person. Three of the five secured investment properties have been closed before
2 June 2023, the date of the Shareholders Meeting. These investments had been temporarily financed by
the trustee with a Vendor Loan provided by the members of the Management Board.
Subsequently, the Business Combination was approved by the Company’s shareholders during the
Shareholders Meeting held on 2 June 2023. Thereafter, the Company obtained the shares of the trusts that
held the properties and related borrowings.
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Financial Report 2021
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The table below sets out the purchase prices of the investment properties that were acquired by the
Company from related parties (as part of the transactions as described below) as at 2 June 2023. These
purchase prices were determined using fair values that were determined by independent third-party
appraisers, determined at dates close to the date of the Business Combination. The transaction costs are
amounts paid either by the trust or directly upon close (for the properties that were acquired after obtaining
control over the trusts). The column Investment reflects the sum of the two, being the cost of the properties
to the Company.
(*€1,000)
Purchase
price
Transaction costs
Investment
Somerset House, Birmingham
17,651
1,307
18,958
Travelodge, Edinburgh
11,682
855
12,537
Blythswood Square, Glasgow
10,465
694
11,159
Sutherland House, Glasgow
10,523
758
11,281
Interra One Park Ten, Houston
17,902
359*
18,262
68,225
3,973
72,197
* Transaction costs for Interra One Park Ten were not incurred in 2023 but by Interra One Park Ten LLC at
the time of the acquisition of the property by this entity in 2022. Refer to the section ‘Interra One Park Ten,
Houston’ below.
After the approval of the Business Combination involving the Somerset Park Group, the purchase of the
properties/real estate entities took place. This transaction was carried out by acquiring the shares of the
following companies:
• MACE Investments II LLC, which in turn owns 71.25% of Interra One Park Ten LLC
• Somerset Land and Property Ltd;
• Glasgow Land and Property Ltd;
• Sutherland Land and Property Ltd; and
• Edinburgh Land and Property Ltd.
Since the fair value of the trusts’ assets and liabilities was substantially all concentrated in the investment
properties, these transactions were not accounted for as business combinations under IFRS 3 but as asset
acquisitions. Reference is made to the section significant judgments in the consolidated financial
statements.
The sections below disclose each of the transactions in detail. Note 1 to the consolidated financial
statements discloses detail of the assets and liabilities acquired as part of the transactions of the trusts,
which facilitates reconciliation to the consolidated statement of cash flows. Note 8 to the consolidated
financial statements discloses details of the borrowings that were acquired as part of the acquisitions of the
trusts, and amounts that were subsequently repaid, to facilitate reconciliation to the consolidated statement
of cash flows. It should be noted that while the shares in the UK trusts were acquired at nominal value (£
5 each), part of the existing bridge financing in the form of vendor loans in the trusts was immediately
repaid upon acquisition by the Company. As such, this was still considered as an investing cash flow, where
the Company effectively acquired the investment properties along with a lower loan.
These vendor loans had been obtained by the trusts/acquisition vehicles because discussions with banks in
the UK had not yet been completed on the date of acquisition (these discussions ultimately ended in the
loan provided by Santander in November 2023). Therefore, the private company of the members of the
Management Board arranged this temporary bridging loan (vendor loan). The Management Board decided
to arrange the vendor loan with a related party, instead of a bank, to achieve a lower interest rate and
avoid costly fees. The interest was set at 4% per year. The loan was fully repaid in 2023, with the funds
received from the external financing.
Although all of these transactions were performed with the trustee, these transactions qualify as related
party transactions at arm’s length. Management ensured the ‘arm’s length’ principle by using appropriate
appraisals of the properties as at the acquisition date.
The investment property Forthstone was acquired after 2 June 2023 and does not qualify as a related party
transaction. For a very short period in 2023, the Management Board provided a bridge loan (included in the
vendor loan) for a part of the purchase price for this property. In addition, a second bridge loan was obtained
from a third party. Bridge loans were repaid when the Company was able to secure external financing with
Santander in November 2023 as noted above.
New Amsterdam Invest
Financial Report 2021
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Interra One Park Ten, Houston
As of 2 April 2022, a declaration was issued to create a Trust, Mace Capital Trust, regarding Mace
Investments II LLC, a Florida limited liability company, in trust, to be held, administered and disposed of
by the US Trustee, Mr. Rainer Filthaut, and its beneficiaries, being the four promoters of New Amsterdam
Invest N.V. In addition to acting as Trustee, Mr. Rainer Filthaut is company director and holder of a deferred
share. The other four (4) non-voting shareholders are comprised of the members of the Management Board
of New Amsterdam Invest N.V.
Interra One Park Ten LLC was incorporated on 20 April 2022. The shares are issued to Class "A" members
and Class "B" members. Class "B" members are entitled to a yearly preferred return equal to eight percent
(8%) of the members unreturned capital contributions. The remaining profit is equally distributable among
the members. The main shareholder (71,25% Class "B") of Interra One Park Ten, LLC is MACE Investment
II LLC. The remaining shares (25% Class "A ") are held by Mr. Jacob Polatsek in person and (3,75% Class
"B") by his investment firm Interra One Park Ten Invest. MACE Investments II LLC entered into a service
contract with an Interra Capital Group Company, owned by Mr. Jacob Polatsek, where he and his staff will
be responsible for management of this property. The services, to be delivered relate to accounting,
management, repairs, maintenance, cleaning, security etc. Interra One Park Ten LLC acquired the
investment property One Park Ten Plaza in Houston.
Interra One Park Ten LLC acquired and owns the office building as of 9 February 2022, being One Park Ten
Plaza. The purchase price paid by Interra One Park Ten LLC to acquire the real estate property Somerset
House amounted to € 13,745k or $ 15,700k (excluding transaction costs). The total investment including
transaction costs and tenant improvements amounted to € 14.3 million or $ 16.3 million, has been financed
with a Vendor Loan of € 3.7 million or $ 4.2 million provided by MACE Capital Trust, of which the
beneficiaries are the members of the Management Board of New Amsterdam Invest N.V., and a loan issued
by United Texas Bank of € 10.6 million or $ 12.1 million.
The nature and scope of this transaction was explained in detail in the circular issued by us in preparation
for the general meeting of shareholders last June 2, 2023. For this we refer you to this document
The breakdown of the purchase of the property at 29 April 2022 and the movement of the book value of
the investment property till 2 June 2023, and before depreciation is as follows:
(*US$1,000)
Purchase at 29 April 2022
15,700
Transaction costs and tenant improvements
627
Balance and book value as at 31 December 2022
16.327
Tenant improvements period 1 January 2023 to 2 June 2023
343
Net leasing commissions, as part of the property investment
165
Balance and book value as at 2 June 2023
16,835
Market value of the property as at 2 June 2023
19,800
Valuation difference, exclusive of depreciation
2,965
The beneficiaries of MACE Investments II LLC were the members of the Management Board, with the shares
being held by a trust. On 2 June 2023, the Company acquired the shares of this company. The purchase
price of the shares was set at € 3,007k ($ 3,220k), based on the market value of the assets and liabilities
of the company, with the real estate being revalued to fair value ($ 19,800k), reflecting at arm’s length
conditions as per 2 June 2023. The revaluation to market value was based on the appraisals received from
two different independent experts.
The total depreciation till 2 June 2023 which is not included in the book value at costs as specified above,
amounts to approximately $ 3 million. This depreciation is mitigated by a tax deductible step up of
approximately $ 2 million. The benefits, if any, will come to both the partners of Interra, being Mr. Jacob
Polatsek in person, by his investment firm Interra One Park Ten Invest and by MACE Capital a private
company owned by the members of the Management Board of New Amsterdam Invest N.V. The interest
charge on the vendor loan from the date of acquisition until the 2
nd
of June 2023 amounts to $ 89k and the
benefit will come to MACE Capital Trust, of which the beneficiaries are the members of the Management
Board of New Amsterdam Invest N.V.
Based on the increase in price of the investment property since the date of acquisition by the trust (9
February 2022), valuation of the property at market value was requested by us from 2 independent
appraisers. The two different valuations indicated a value range of $ 19,800k to $ 20,000k. This fully
substantiates that the equity transaction in which this investment property was included is a transaction at
arm's length. The main reason behind the price increase is in our view the fact that at the date of purchase
New Amsterdam Invest
Financial Report 2021
16
the property could be qualified as a “distressed property” and at moment of purchase there was still
uncertainty in the market surrounding COVID.
The difference with the original purchase price of $ 2,965 and the potential impact of the depreciation less
step up (see before) is attributable to the members of the Management Board and Mr. Jacob Polatsek. The
loan and the capital to this company was provided by a private company owned by the members of the
Management Board for the total amount of € 3,195k ($ 3,421k, consisting of a vendor loan of $ 2,421 and
capital of $ 1,000) and was part of this transaction, together with the other assets and liabilities, including
an existing bank loan from United Texas Bank in the amount of €11,667k ($ 12,493k). The operational
results, depreciation and distributions until the 2
nd
of June 2023, belonging to the beneficiaries of the trust
and settled at the date of acquisition, are as follows:
(*$1,000)
Capital provided by the Management Board at inception
1,000
Profit excluding depreciation 2022
666
Depreciation 2022
-2,604
Profit excluding depreciation 2023 until 2 June
470
Depreciation 2023
-200
Distributions to shareholders
-1,562
-2,230
Revaluation investment property
4,863
Vendor loan
779
Deferred tax liability recognised
-192
Purchase price (€ 3,007)
3,220
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated
to them are as follows:
(*€1,000)
Assets as at
2 June 2023
NCI and
liabilities as
at 2 June
2023
Investment property
18,262
Non-controlling interest
812
Cash and cash equivalents
125
Loans bank
11,679
Other current assets
137
Loan related party USA
2,261
Trade payables
207
Other current liabilities
558
Total assets
18,524
Total NCI and liabilities
15,517
Consideration paid
3,007
Total
18,524
After the acquisition, in which the consideration that was allocated to the investment property was
€ 18,262k, constituting its cost, the property was subsequently revalued to its fair value, with a gain of
€ 226k being recognized in the income statement, along with a corresponding deferred tax charge of € 64k.
UK entities
Given the limited time difference between the time of the securitization and the closing of the investment
properties and the time of the acquisition and approval of the Business Combination on 2 June 2023, the
shares of the trust companies in the UK (these are the acquisition vehicles, whereby the company sought
to create a trust-like structure, and are hereafter referred to as “trusts”) have been acquired at par value
as of that date. The investment properties Somerset House (owned by the trust Somerset Land and Property
Ltd.) and Travelodge (owned by the trust Edinburgh Land and Property Ltd.) were already owned by the
relevant trust company before 2 June 2023, together with the 100% financing thereof which was also
acquired at face value, comparable to the market value (based on independent valuations). The transaction
costs incurred in the acquisition of these properties were also incurred already by the trust and financed
through the vendor loans as well. The income from the lease of these properties less costs and taxes, from
the moment of securitization and the closing until June 2, 2023 is accrued to the owners of the trust, being
the private companies of NAI’s Management Board. This concerns a profit of £ 65k (£ 83k less taxes £ 18k)
and was set off against the vendor loan from these private companies at the moment of the Business
Combination. The interest charge on the vendor loan from the date of acquisition until the 2
nd
of June 2023
amounts to £ 351k.
New Amsterdam Invest
Financial Report 2021
17
The final purchases of the properties Sutherland and Blythswood (by Glasgow Land and Property Ltd) have
been realized just after the 2
nd
of June 2023.
Below we have included an overview per acquired UK property and the considerations that management
had in assessing this transaction.
Somerset House, Birmingham
The negotiations with respect to the acquisition of Somerset House were initiated on 20 October 2022. The
Heads of Terms were agreed on 7 November 2022. The legal due diligence was finalised in mid-November
2022 and the closing date of the aforementioned acquisition was on 28 February 2023. As of 9 November
2022, a certificate of incorporation of a private limited company Somerset Land and Property Ltd, and a
statement of initial significant control declaration, has been agreed regarding Somerset Land and Property
Ltd, a limited liability company, in trust, to be held, administered and disposed of by the UK trustee, Mr.
Yonah Chaim Reich, for the benefit of its beneficiaries, being the four promoters of New Amsterdam Invest
N.V. In addition to acting as Trustee, Mr. Yonah Chaim Reich is company director and holder of a deferred
share. The other four (4) non-voting shareholders are comprised of the members of the Management Board
of New Amsterdam Invest N.V.
Somerset Land and Property Ltd acquired and owns the office building as of 28 February 2023, being
Somerset House. The purchase price paid by Somerset Land and Property Ltd to acquire the real estate
property Somerset House amounted to € 18,958k or £ 16,304k (including transaction costs). The total
investment including transaction costs and taxes has been financed with a Vendor Loan provided by a
private company owned by the members of the Management Board of New Amsterdam Invest N.V.
The share capital of Somerset Land and Property Ltd was originally divided into one ordinary deferred share
and four ordinary non-voting shares. The ordinary deferred share was held by Mr. Yonah Chaim Reich, who
hold 75% or more of the voting rights in Somerset Land and Property Ltd. Furthermore, he had the right
to appoint or remove the majority of the board of directors of Somerset Land and Property Ltd. The holder
of the ordinary deferred shares had full rights with respect to voting but restricted rights to dividends and
distributions as set out in the company's articles of association. On the other hand, ordinary non-voting
shares had no rights with respect to voting but full rights to dividends and distributions as set out in the
company's articles of association.
The net result after tax for the period until 2 June 2023, totaling £ 114k (£ 144k less taxes £ 30k), was
attributable to the holders of the non-voting shares being the members of the Management Board of New
Amsterdam Invest N.V. This was settled through the vendor loan. The interest charge on the vendor loan
from the date of acquisition until the 2
nd
of June 2023 amounts to £ 167k.
New Amsterdam Invest N.V. acquired all the shares of Somerset Land and Property Ltd at the nominal
value of £ 5 on 2 June 2023. Somerset Land and Property Ltd main assets consists out of the property
valuated at the costs of investment (acquisition price) fully funded by the Vendor Loan. Based on a valuation
performed by an external valuator in April 2023 the purchase price of the investment property excluding
transaction costs was considered by management to be in line with the market value.
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated
to them are as follows:
(*€1,000)
Assets as at
2 June 2023
Investment property
18,958
Vendor loan
Cash and cash equivalents
62
Trade payables
Other current assets
455
Other current liabilities
Total assets
19,475
Total liabilities
Travelodge, Edinburgh
The negotiations with respect to the acquisition of Travelodge were initiated on 7 October 2022. The Head
of Terms were agreed on 2 November 2022. The legal due diligence was finalised beginning of November
2022, and the closing date of the acquisition was on 10 November 2022. As of the 9th November 2022, a
certificate of incorporation of a private limited company Edinburgh Land and Property Ltd, and a statement
of initial significant control declaration, has been agreed regarding Edinburgh Land and Property Ltd, a
limited liability company, in trust, to be held, administered and disposed of by the UK trustee, Mr. Yonah
Chaim Reich, for the benefit of its beneficiaries, being the four promoters of New Amsterdam Invest N.V.
In addition to acting as Trustee, Mr. Yonah Chaim Reich is company director and holder of a deferred share.
The other four (4) non-voting shareholders are comprised of the members of the Management Board of
New Amsterdam Invest N.V.
New Amsterdam Invest
Financial Report 2021
18
Edinburgh Land and Property Ltd acquired and owns a real estate property as from 10 November 2022,
being a hotel fully tenanted by Travelodge Hotels Limited. The purchase price for the acquisition of this real
estate property by Edinburgh Land and Property Ltd amounts to € 12,537k or £ 10,782k exclusive of VAT
and transaction costs. The total investment including transaction costs and taxes has been financed with a
Vendor Loan provided by a private company owned by the members of the Management Board of New
Amsterdam Invest N.V.
The share capital of Edinburgh Land and Property Ltd was divided into one ordinary deferred share and four
ordinary non-voting shares. The ordinary deferred share was held by Mr. Yonah Chaim Reich, who held
75% or more of the voting rights in Edinburgh Land and Property Ltd. Furthermore, he had the right to
appoint or remove the majority of the board of directors of Edinburgh Land and Property Ltd. The holder of
the ordinary deferred share had full rights with respect to voting but restricted rights to dividends and
distributions as set out in the company's articles of association.
On the other hand, ordinary non-voting shares had no rights with respect to voting but full rights to
dividends and distributions as set out in the company's articles of association.
The net result after tax for the period until 2 June 2023 amounts to £ -39k (£ -48k plus tax benefit of £ 9k)
and is attributable to the holders of the non-voting shares being the members of the Management Board of
New Amsterdam Invest N.V. This was settled through the vendor loan. The interest charge on the vendor
loan from the date of acquisition until the 2
nd
of June 2023 amounts to £ 184k.
New Amsterdam Invest acquired the shares of Edinburgh Land and Property Ltd at the nominal value of £
5 on 2 June 2023. Edinburgh Land and Property Ltd main assets consists out of the property valuated at
the costs of investment (acquisition price) fully funded by the Vendor Loan. Based on a valuation performed
by an external valuator in April 2023 the purchase price of the investment property excluding transaction
costs was in line with the market value.
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated
to them are as follows:
(*€1,000)
Assets as at 2
June 2023
Investment property
12,537
Vendor loan
Other non-current assets
11
Other current liabilities
Cash and cash equivalents
274
Other current assets
4
Total assets
12,826
Total liabilities
Blythswood Square, Glasgow
On 9 November 2022, a certificate of incorporation of a private limited company Manchester Land and
Property Ltd, and a statement of initial significant control declaration, has been agreed regarding
Manchester Land and Property Ltd, a limited liability company, in trust, to be held, administered and
disposed of by the UK trustee, Mr. Yonah Chaim Reich, for the benefit of its beneficiaries. In addition to
acting as Trustee, Mr. Yonah Chaim Reich is company director and holder of a deferred share. The other
four (4) non-voting shareholders were comprised of the Managing Board of New Amsterdam Invest N.V.
Ordinary deferred shares had full rights with respect to voting but restricted rights to dividends and
distributions as set out in the company's articles of association. On the other hand, ordinary non-voting
shares had no rights with respect to voting but full rights to dividends and distributions as set out in the
company's articles of association.
Advanced negotiations with a selected property in Manchester fell through on 27 January 2023. As a result,
the articles of association have been amended and the Company has been renamed to Glasgow Land and
Property Ltd on 2 March 2023. Negotiations to acquire the property Two-Fout Blythswood Square started
on 8 February 2023, the Heads of Terms were agreed on 24 February 2023 and the legal due diligence was
completed on 9 March 2023 (no material findings). The exchange (signing of the provisional contract) was
on 10 March 2023 and the date of transfer 5 June 2023. The purchase price paid by Glasgow Land and
Property Ltd to acquire the real estate property Two-Four Blythswood Square amounts to €11,159k (£
9,597k) including transaction costs. This was based on a valuation performed by an external valuator.
New Amsterdam Invest
Financial Report 2021
19
The net result after tax for the period until 2 June 2023 amounts to £ -10k (£ -13k plus tax benefit of £ 3k)
and is attributable to the holders of the non-voting shares being the members of the Management Board of
New Amsterdam Invest N.V. This was settled through the vendor loan. No interest has been charged on
the vendor loan.
The Company acquired the shares of Glasgow Land and Property Ltd on 2 June 2023 at the nominal value
of £ 5.
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated
to them are as follows:
(*€1,000)
Assets as at
2 June 2023
Non-current assets
38
Vendor loan
Other current assets
13
Other current liabilities
Total assets
51
Total liabilities
Sutherland House, Glasgow
On 24 March 2022, a certificate of incorporation of a private limited company Sutherland Land and Property
Ltd, and a statement of initial significant control declaration, has been agreed regarding Sutherland Land
and Property Ltd, a limited liability company, in trust, held, administered and to be disposed of by the UK
Trustee, Mr. Yonah Chaim Reich, for the benefit of its beneficiaries. In addition to acting as Trustee, Mr.
Yonah Chaim Reich is company director and holder of a deferred share. The other four (4) non-voting
shareholders were comprised of the Managing Board of New Amsterdam Invest N.V.
Ordinary deferred shares had full rights with respect to voting but restricted rights to dividends and
distributions as set out in the company's articles of association. On the other hand, ordinary non-voting
shares had no rights with respect to voting but full rights to dividends and distributions as set out in the
company's articles of association.
Negotiations started on 6 December 2022, on 9 March the Heads of Terms were agreed and on 11 April
2023 the legal due diligence was completed (no material findings). The exchange (signing of the provisional
contract) was on 12 April 2023 and the date of the transfer 1 July 2023. The purchase price paid by
Sutherland Land and Property Ltd to acquire the real estate property Sutherland House amounts to € 11,281
(£ 9,702) including transaction costs. This was based on a valuation performed by an external valuator.
The net result after tax for the period until 2 June 2023 was nil.
The Company acquired the shares of Sutherland Land and Property Ltd at the nominal value of £ 5 on 2
June 2023.
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated
to them are as follows:
(*€1,000)
Assets as at
2 June 2023
Investment property
80
Other current liabilities
Other current assets
16
Total assets
96
Total liabilities
New Amsterdam Invest
Financial Report 2021
20
Financial positions with related parties
The table below details the outstanding receivables from and payables to related parties as at 31 December
2023, as well as the interest charged during 2023.
(*€1,000)
Assets
(liabilities) as at
31 December
2023
Interest
income
(expense)
2023
Assets
(liabilities) as
at 31
December 2022
Interest
income
(expense)
2022
Loan related party USA
-2,201
-69
0
0
Current account related party
0
0
-104
0
Current account participant
0
0
7
0
Current account investors
130
10
0
0
The loan related party USA relates to the existing related party loan payable that was included in MACE
Investments II LLC already prior to the Company acquiring its share in this entity. The current account
participant relates to the current account with New Amsterdam Invest Participaties B.V. (NAIP).
The current account investors relates to the current account with Van Dam, Van Dam & Verkade B.V., a
private company of the members of the Management Board.
The current account related party in prior year concerned the pre-incorporation expenses which had been
charged to the Company after incorporation. These costs were made on terms equivalent to those that
prevail in arm’s length transactions. The Company did not provide any securities. No interest has been
charged.
Optional Promoter Contribution
As highlighted in the Prospectus, the participants contractually agreed to provide the Company with
additional capital in an aggregate amount of € 750k (the "Promoter Contribution"). The Promoter
Contribution, together with the Reserved Amount of € 500k from investors, has been used to cover the
Offering Expenses.
Furthermore, it has been agreed that in the event that the Promoter Contribution and the Reserved Amount
are insufficient to fund the Offering Expenses and the Initial Working Capital, the promoters will contribute
additional funds to The Company to cover the shortfall (the "Optional Promoter Contribution").
During 2022 the Optional Promoter Contribution amounted to € 747k. In 2023, the Company requested
and received € 350k from the Promoters. This was partly used to fund the running costs for the period 1
January 2023 till 2 June 2023, in line with the Prospectus, accounted for as a share premium to the amount
of € 343k. The remaining balance is classified as a liability in the current account with New Amsterdam
Invest Participaties Holding B.V.
The total promoter contribution until 2 June 2023 (including the Optional Promoter Contribution) amounts
to € 1,828k.
Conversion of the promoter shares (share-based payment)
New Amsterdam Invest N.V. was incorporated on 19 May 2021, as a public limited liability company under
the laws of the Netherlands. As a result of the IPO, the shares became accessible to the general public.
Following the offering, the Company issued its share capital, with 6,037,943 Ordinary Shares, 147,307
Promoter Shares and 5 Priority Shares, each with a nominal value of € 0.04. All issued Shares were paid
up.
The Promoter Shares serve to compensate the Promoters for their commitments and the significant time
and efforts they dedicate to the Company. The Promoter Shares are held by NAIP Holding B.V., and the
Promoters are indirectly, via their personal holding companies, the sole shareholders of NAIP Holding B.V.
Upon the approval by the Company’s shareholders on 2 June 2023 of the incorporation of Somerset Park
B.V., 50% of the Promoter Shares have been automatically converted into ordinary shares in accordance
with the Promoter Share Conversion Ratio. As a result, the ordinary shares held by NAIP Holding increased
by 257,789 ordinary shares, from 1,000,000 ordinary shares to 1,257,789 ordinary shares. The promoter
shares decreased by 73,654 promoter shares from 147,308 promoter shares to 73,653 promoter shares,
New Amsterdam Invest
Financial Report 2021
21
and the ordinary shares held by the Company decreased with 184,135 ordinary shares from 1,112,693
ordinary shares to 943,558 ordinary shares. The total number of shares did not change.
The issuance of the Promoter Shares by the Company is treated as an equity-settled share-based payment
within the scope of IFRS 2 as the Promoters are being awarded these shares at a discounted price in
exchange for their services (as referred to within the Prospectus). For the period 1 January 2023 to 2 June
2023, this results in a total non-cash charge of € 84k which is accounted for within other reserves (an
amount of € 56k is classified as Business Combination costs and the remaining amount of €28k is classified
as operational running costs).
Hiring of staff
New Amsterdam Invest hires the office manager from an affiliated company owned by the members of the
Management Board. The fee for the period February 2022 till December 2023 amounts to € 90k excluding
VAT. An amount of € 50k pertains to 2023 and has been charged to the profit and loss account.
Remuneration of the Management Board and Supervisory Board
In this respect, reference is made to note 12 of the consolidated financial statements.
New Amsterdam Invest
Financial Report 2021
22
Outlook
The year 2024 will mark the first year of ‘normal operations’ for the Group, after its transition from SPAC
to operational company in 2023. This has a number of consequences which are outlined in this section.
Expectations in this section are not influenced by other special events that have not been taken into account
in the financial statements.
Financial outlook
For 2024, the Company will earn a full year of rental income. The net rental income 2024 is expected to be
€ 7 million. Naturally, operating expenses will be stable, though the Company expects to realize significant
savings as a large portion of the costs in 2023 were on the account of one-off items. As a consequence, the
Company expects an operating result before tax of € 2.5 million. This is visually demonstrated below.
Investments and financing
The Management Board of the Company continuously seeks opportunities for acquiring investment
properties that fit within the Company’s strategic profile. Should such opportunities arise, the Company
expects to finance such transactions roughly 50% with cash and 50% with borrowings. Within these
contours, the available cash and cash equivalents may be applied to the acquisition of an additional
investment property in 2024 should the opportunity arise, and if new borrowings can be secured.
Personnel
The Company is satisfied with its current operating structure, whereby the Company employs the members
of the Management Board and makes use of external contractors and services provided by related parties.
As such, the Company hired in 2023 a parttime business controller, and an in-house property manager in
the UK. In the beginning of this year the Company hired a parttime company-secretary. Following this, no
major changes are expected in the field of personnel for 2024.
Net result
2023: -4.8
Net result
2024: 1.9
New Amsterdam Invest
Financial Report 2021
23
Important information
The investment in NAI carries a significant degree of risk, including risks relating to the Company’s business
and operations, risks relating to the real estate industry, risks relating to the Ordinary Shares and the
Warrants to be issued and risks relating to taxation. All of these risk factors may or may not occur.
We refer to the risk paragraphs within this and previous reports. Further reference is made to the description
of risks relating to the Company included within the Prospectus and the Circular, particularly risks that may
be of relevance to the Company after the completion of the Business Combination, risks relating to the
Company’s securities, and risks related to the Managing Directors and the Promoters.
Additional risks not known to us or currently believed not to be material could later have a material impact
on the current Company’s business, revenue, assets, liquidity, capital resources or net income. The
Company’s risk management objectives and policies are consistent with those disclosed in the Prospectus.
The Management Board is of the opinion that, with all procedures and control measures taken in account,
the risk assessment provides a complete overview of the risks the company faces and that adequate
procedures are in place to mitigate these risks.
Cautionary statement on forward-looking information
Certain statements contained in this report are “forward-looking statements”. Such statements may be
identified, among others by:
• the use of forward-looking wording such as “believes”, “expects”, “may”, “anticipates” or similar
expressions;
• discussions of strategy that involve risks and uncertainties;
• discussions of future developments with respect to the business of New Amsterdam Invest N.V.
In addition, from time to time, New Amsterdam Invest N.V., or its representatives, have made or may
make forward- looking statements either orally or in writing.
Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or
oral statements made by or with approval of an authorized executive officer of New Amsterdam Invest N.V.
Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual
results to differ materially from future results expressed or implied in such statements. Important factors,
which could cause actual results to differ materially from the information set forth in any forward-looking
statements include, but are not limited to:
• General economic conditions;
• Performance of financial markets;
• Levels of interest rates;
• Currency exchange rates;
• Changes in laws and regulations;
• Changes in policies of Dutch and foreign governments;
• Competitive factors, on a national and/or global scale;
• The Company’s ability to attract and retain qualified management and personnel;
• The Company’s ability to develop future business plans;
• The Company’s ability to anticipate and react to rapid changes in the market.
New Amsterdam Invest
Financial Report 2021
24
Governance
New Amsterdam Invest
Financial Report 2021
25
Company structure
New Amsterdam Invest N.V. is a former special purpose acquisition company (“SPAC”), incorporated as a
public company in the Netherlands under Dutch company law (“naamloze vennootschap”) with its corporate
seat (“statutaire zetel”) in Amsterdam, the Netherlands. The company was registered with the Trade
Register of the Chamber of Commerce under number 82846405 on 19 May 2021, the same day it was
incorporated.
Pursuant to article 3 of the articles of association of the Company (“Articles of Association”), the Company’s
objects are to:
• incorporate, conduct the management of, participate in and take any other financial interest in other
companies and/or enterprises and
• borrow and/or lend out moneys, to provide security for, otherwise warrant performance of or bind
itself jointly and severally with or for others, the foregoing whether or not in collaboration with third
parties and inclusive of the performance and promotion of all activities which directly and indirectly
relate to those objects, all this in the broadest sense of the words.
The Company is not active in the field of research and development.
The Company’s subsidiary, Somerset Park B.V., along with management and operating companies in
relevant jurisdictions, forms a group of international companies in the commercial real estate industry.
Their main objectives include running commercial activities such as owning, developing, acquiring,
divesting, maintaining, letting out, and operating commercial real estate, all carried out in their broadest
sense.
The structure chart of the Group is as follows:
The Somerset Park Group comprises two intermediate holding companies, one in the UK (Somerset Park
Holding UK Ltd) and one in the US (Somerset Park Holding USA LLC).
The UK intermediate holding company (Somerset Park Holding UK Ltd) directly holds 100% of the shares
in all of the UK trading companies including the UK management company (Somerset Park Property
Management UK Ltd) and the four UK operating companies (Somerset Land and Property Ltd, Glasgow Land
and Property Ltd, Sutherland Land and Property Ltd and Edinburgh Land and Property Ltd).
The USA intermediate holding company (Somerset Park Holding USA LLC), directly holds 100% of the
shares in the USA management company (SP Property Management USA LLC) and 100% of the shares in
New Amsterdam Invest
Financial Report 2021
26
MACE Investments II LLC, which in turn owns 71.25% of Interra One Park Ten LLC, being the USA operating
company.
Each of the aforementioned operating companies owns and manages one real estate property.
Services provided to tenants, including the maintenance of the real estate properties as well as other
management activities are carried out in the UK by Somerset Park Management UK Ltd and in the USA by
Somerset Park Property Management USA LLC. This is pursuant to service agreements.
New Amsterdam Invest
Financial Report 2021
27
Management structure
The Company maintains a two-tier board structure consisting of the Management Board and the Supervisory
Board. The Management Board is the statutory executive body (“bestuur”) and is responsible for the
management of the Company’s operations, subject to supervision by the Supervisory Board. The
Management Board’s responsibilities include, among other things, defining and attaining the Company’s
objectives, determining the Company’s strategy and day-to-day management of the Company’s operations.
The Management Board may perform all acts necessary or useful for achieving the Company’s objectives,
except those prohibited by law or by the Articles of Association. In performing their duties, the management
board members are required to be guided by the interests of The Company, which includes the interests of
all business connected with The Company.
The Supervisory Board supervises the conduct and policies of the Management Board and the general
course of affairs of the Company and its business. The Supervisory Board also provides advice to the
Management Board. In performing their duties, the supervisory directors are required to be guided by the
interests of the Company, which includes the interests of the business connected with it.
As the Supervisory Board is composed of three (3) Supervisory Directors, pursuant to the Dutch Corporate
Governance Code, the Supervisory Board is not required to establish an audit committee. On this basis, the
Supervisory Board will not establish an audit committee. However, the Supervisory Board shall follow the
practices and principles that apply to an audit committee, as set out in the rules of procedure of the
Supervisory Board.
New Amsterdam Invest
Financial Report 2021
28
Capital structure
The Company’s authorized share capital as at 31 December 2023 amounts to € 247k, consisting of
6,185,255 Ordinary Shares with a nominal value of € 0.04 each (unchanged from prior year).
At the date of incorporation, the Company issued 1,275,000 ordinary shares with a nominal value of € 0.04
each (“Ordinary Shares”), to New Amsterdam Invest Participaties B.V. (“NAIP Holding”) resulting in an
issued share capital in the amount of €51,000. On 8 July 2021, the Company repurchased from NAIP Holding
1,127,693 Ordinary Shares against no consideration. The remaining ordinary shares have been converted
to convertible Promoter Shares. As at 31 December 2022, NAIP Holding held 147,307 convertible Promoter
Shares with a nominal value of € 0.04 each.
Following the shareholder's approval at the Annual General Meeting on 2 June 2023 of the Somerset Park
Business Combination, 50% of the Promoter Shares were automatically converted into ordinary shares
based on the Promoter Share Conversion Ratio.
As a result, the ordinary shares held by NAIP Holding increased by 257,789 ordinary shares, from 1,000,000
ordinary shares to 1,257,789 ordinary shares. The promoter shares decreased by 73,654 promoter shares
from 147,307 promoter shares to 73,653 promoter shares, and the ordinary shares held by the Company
decreased by 184,135 ordinary shares from 1,112,693 ordinary shares to 943,558 ordinary shares. The
total number of shares did not change.
The following table details the Company’s capital structure:
Number of shares
Type of shares
%
31
December
2023
31
December
2022
Ordinary Shares issued to investors, admitted listing and
trading
74.6
3,910,250
3,910,250
Ordinary Shares issued to the Promoters (Cornerstone
Investment), admitted to listing and trading
24.0
1,257,789
1,000,000
Promoter shares
1.4
73,653
147,307
Priority Shares issued to Sichting Prioriteit New
Amsterdam Invest
0.0
5
5
100.0
5,241,697
5,057,562
Ordinary Shares owned by the Company (Treasury
Shares)
943,558
1,127,693
Shares in total
6,185,255
6,185,255
Share capital at €0.04 per share (€ * 1,000)
247
247
Promoter shares
The Promoter Shares are not admitted to listing and trading on any trading platform. The Promoter Shares
are subject to anti-dilution provisions in accordance with the terms and conditions set out in the Prospectus.
Subject to the terms and conditions set out in this Prospectus, each Promoter Share converts into 3.5
Ordinary Shares (the “Promoter Share Conversion Ratio”), resulting in a conversion into a maximum of
257,787 Ordinary Shares (31 December 2022: 515,574 Ordinary Shares). The conversion is contingent
upon a Share Price Hurdle of € 11.50 per share.
Warrants
As at 31 December 2023, there were 2,455,125 IPO-warrants and 2,455,125 BC-Warrants outstanding. As
at 31 December 2022, only the IPO-warrants were outstanding.
The Warrants (IPO and BC) automatically and mandatorily convert when both (1) the Business Combination
Completion Date has occurred and (2) the closing price of the Ordinary Shares on Euronext Amsterdam
reaches the Share Price Hurdle being € 11.50 per share, without any further action being required from the
Warrant Holder. The Share Price Hurdle will be met when the share closing price for available shares on
Euronext is at the target price for at least 15 out of 30 consecutive trading days.
New Amsterdam Invest
Financial Report 2021
29
The Warrants can be sold on the stock market separately from the Ordinary Shares. The Warrants will be
converted into a number of Ordinary Shares corresponding with the Warrant Conversion Ratio. The
conversion rate amounts to 0.15 or 6.67 Warrants per Ordinary Share. The Company will only adjust the
Share Price Hurdle and, where appropriate, the Warrant Conversion Ratio or, take other appropriate
remedial actions, if dilutive events occur (anti-dilution provisions).
The Priority Shares
The Priority Shares have been issued to Stichting Prioriteit New Amsterdam Invest (Stichting). Dutch law
recognizes the legitimate interest of a Dutch company to use protective measures if this is in the interest
of the Company. The issuance of Priority Shares to a foundation is a known protective measure in the
Netherlands.