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.
New Amsterdam Invest
Financial Report 2021
30
The Management Board
Aren van Dam
CEO & Managing Director
Mr. van Dam has more than 20 years of experience as an executive
director in international commercial real estate. He is director of Van
Dam, Van Dam & Verkade, since its founding in 1998. He is a former
member of the Supervisory Board of Stichting De Nieuwe Poort.
In his position as chairman of the Managing Board of the Company he
also focuses on financial analyses.
Cor Verkade
Managing Director
Mr. Verkade has extensive experience as an entrepreneur, including
more than 20 years in commercial real estate. He is director of Van
Dam, Van Dam & Verkade, since its founding in 1998. Next to this he
is treasurer of “Vastgoed Belang”, the Dutch Association of private
landlords and chairman of one of the six regions.
As managing director of New Amsterdam Invest, my primary focus is
on raising the necessary financing and customer management.
A.J. Moshe van Dam
Managing Director
Mr. Van Dam is an experienced investor in commercial real estate and
director of Van Dam, Van Dam & Verkade since its founding in 1998.
Previously active as an entrepreneur in Germany. Additionally, he is a
member of the Supervisory Board of the Aleh Israel Foundation.
The main areas of focus as a managing director of New Amsterdam Invest
are negotiating and concluding transactions.
Elisha S. Evers
Managing Director
Mr. Evers has more than 20 years of experience in the international
real estate sector. Has been working with Van Dam, Van Dam &
Verkade since 2005. Additionally, he is a member of the Board of
Kehillas Yaacov Foundation and the Salomon Foundation.
With a strong network of local and international real estate dealers and
financial institutions in the Netherlands, Germany, the UK and the US,
he leads the financing and deal selection of New Amsterdam Invest in
order to realize the best financial strategy.
New Amsterdam Invest
Financial Report 2021
31
The Supervisory Board
Mr. Jan Louis Burggraaf
Chairman
Mr. Jan Louis Burggraaf currently acts as senior M&A advisor with
Burggraaf & Hoekstra. Mr. Burggraaf is a former partner with one of the
leading law firm of the world. He has more than 30 years of experience in
domestic and international mergers and acquisitions, including public
offers. He received multiple awards: for best dealmaker in 2008 and 2015,
best M&A lawyer in 2004, 2005, 2006, 2007, 2009, 2010, 2011, 2012
and a lifetime achievement award in 2017 for best M&A lawyer of the
Netherlands.
He worked both in Amsterdam and New York. Mr. Burggraaf graduated
from the University of Utrecht in Dutch law and International Law (cum
laude). He also studied at the London School of Economics, at the
University of Edinburgh and at Harvard Law School. Mr. Burggraaf is currently member of the Advisory Board
of NCOI and the University of Amsterdam, non-executive director at DPG N.V., and board member with AACE.
Mr. Paul Steman
Vice Chairman
Mr. Paul Steman RA is a certified public auditor, acts currently as
Supervisor, advisor/consultant and is active in education. He had a
career in accountancy with Mazars, a mid-tier audit and advisory firm,
for 30 years. During this career, he was active in the real estate practice
(audit, transaction services) and later in the practice of large,
international and listed companies. He also was member and chairman
of the Management Board of Mazars in the Netherlands and member of
the IFRS specialists team. After his graduation as certified public auditor
(Registeraccountant), Mr. Steman became a part time teacher and
examinator at the University of Amsterdam. Mr. Steman was a member
and chairman of the Executive Board of Mazars Holding N.V. and Mazars
Accountants N.V. Besides a number of advisory/ consulting projects, until April 2023 he was chairman of
the Supervisory Board of Ziekenhuis Amstelland. He was also a member of the board of directors of Stichting
Fonds SZA/CIZ.
Mr. Elbert Dijkgraaf
Supervisory Director
Prof. Elbert Dijkgraaf currently acts as a professor of Empirical Economics
in the Public Sector at the Erasmus School of Economics (Erasmus
University Rotterdam). He also acts as an independent strategic advisor in
local and national committees, as a project researcher and in boards. Prof.
Dijkgraaf had a career at the Erasmus University Rotterdam and eight
years in Parliament.
In Parliament he was spokesman for the committees of Economic Affairs,
Finance, Social Affairs, Infrastructure, Defence and Education. He is
currently a member of the Supervisory Board of BrandMR and De Vries en
Verburg. He is chairman of the Supervisory Board of Lelie Zorggroep and
member of the Advisory Board of the University of Wageningen. Further he is member of the advisory board
of Van Westreenen en Schuiteman. And he is Chief Executive Advisor of Noaber. His research encompasses
also the real estate market.
New Amsterdam Invest
Financial Report 2021
32
Supervisory Board profile
Responsibilities
The management of the Company is entrusted to the board of managing directors (the "Management
Board") under the supervision of the Supervisory Board. Pursuant to the rules of procedure of the
Supervisory Board adopted by the Supervisory Board, the Supervisory Board shall:
(i) supervise the policy of the Management Board and the general course of affairs of the Company and
the business associated with it, and
(ii) assist the Management Board with advice
In the performance of their duty, the Supervisory Board members are guided by the interests of the
Company and take into account the relevant interests of all of the Company’s stakeholders. The Supervisory
Board has due regard for the corporate social responsibility issues that are relevant to the Company. The
Supervisory Board is responsible for the quality of its own performance.
Desired expertise
The composition of the Supervisory Board shall be such that the combined knowledge, abilities, expertise,
relevant experience and independence of the supervisory directors enables the Supervisory Board to best
carry out the variety of its responsibilities and duties to the Company and others involved in the Company,
consistent with applicable laws and regulations.
If the Supervisory Board consists of at least four (4) supervisory directors, at least one member must have
specific knowledge of and experience in the real estate sector. At least one (1) member of the Supervisory
Board must be a financial expert with relevant knowledge and experience of financial administration and
accounting for a listed companies or other large entities.
Detailed requirements on expertise and qualifications are set out in the more detailed Supervisory Board
profile as published on our website.
Desired diverse composition
Our diversity policy for the Management Board and the Supervisory Board is disclosed in the Supervisory
Board Report. The objective of our policy with respect to the composition of the Supervisory Board is to
ensure a composition in each area that is relevant to the Company. When nominating a candidate for
appointment or reappointment as supervisory director, the qualifications of the candidate, as well as the
requirements for the position to be filled, shall prevail. In addition, we have a target that at least one third
of our Supervisory Board should consist of women (corresponding to at least 1 woman given the current
size of our Supervisory Board), in line with legal requirements as set out in the Act on gender diversity in
the board of Dutch companies (“Wet inzake evenwichtige man-vrouw verhouding in de top van het
bedrijfsleven”).
Size
The Supervisory Board shall consist of at least three (3) supervisory directors. The number of supervisory
directors shall be determined by the Supervisory Board.
New Amsterdam Invest
Financial Report 2021
33
Independence
Under Dutch law, the Supervisory Board must be independent of the Management Board. This means that
supervisory directors can neither be managing directors nor employees of the Company. Each supervisory
director must be able to act critically and independently of the other supervisory directors and the
Management Board. The criteria that are applied to determine the independence of supervisory directors
also concerned his/her spouse, registered partner or other life companion, foster child or relative by blood
or marriage up to the second degree, and are as follows:
• Has not been an employee or member of the Management Board of the Company or an affiliated
company in the five years prior to their appointment as supervisory director;
• Does not receive personal financial compensation from the Company, or an affiliated company, other
than the compensation received for the work performed as a supervisory director and in so far as this
is not keeping with the ordinary business operations;
• Did not have an important business relationship with the Company or an affiliated company in the year
prior to the appointment;
• Is not a member of the management board of a company in which a member of the Management Board
is a supervisory director;
• Does not hold ten per cent or more of the shares in the Company’s capital (including shares held by
natural or legal persons that cooperate with the individual concerned under an express, tacit, oral or
written agreement);
• Is not a member of the management board or supervisory board, or a representative in some other
way, of a legal entity which holds at least ten per cent of the shares in the Company’s capital, unless
such entity is a member of the same group as the Company;
• Has not temporarily managed the Company during the previous twelve months due to vacant seats on
the Management Board, or because Management Board members were unable to perform their duties.
In addition, the chairman of the Supervisory Board shall not be a former member of the Management Board
of the Company and shall not meet any of the above criteria.
The Supervisory Board as a whole shall be considered independent if no more than one member meets any
of the criteria listed above. Given the required size of the Supervisory Board this would also mean that any
of these criteria apply to less than half of the total number of its members. In addition, for each shareholder,
or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in
the Company, there shall be at most one Supervisory Board member who can be considered to be affiliated
with or representing them.
New Amsterdam Invest
Financial Report 2021
34
Supervisory Board report
General
The Supervisory Board’s main responsibility is to supervise the policy of the Management Board, the general
course of affairs of the Company and the business associated with it. The Supervisory Board provides advice
to the Management Board and assists the Management Board in its development and refinement of the
Company’s strategy. Furthermore, it supervises the manner in which the Management Board implements
the strategy. This is done through substantive discussions during regular meetings with both boards as well
as frequent contact between members of the boards outside of the regular meetings. Both boards maintain
an independent but close relationship.
Current composition
As at the date of this Annual Report, the Supervisory Board is composed of the following Supervisory
Directors:
Name
Age
Nationality
Position
Member
since
Term
Mr. Jan Louis Burggraaf
60
Dutch
Chairman
19 May 2021
4 years
Mr. Paul Steman
59
Dutch
Vice Chairman
19 May 2021
4 years
Mr. Elbert Dijkgraaf
54
Dutch
Supervisory Director
19 May 2021
4 years
All members of the Supervisory Board are independent from the Company and from each other. The
Supervisory Board as a whole is independent.
Supervisory Board member Prof. Dr. Elbert Dijkgraaf ceased to participate in the deliberations, meetings,
and decision-making of the company's supervisory board as of March 22, 2024, due to being effectively
prevented, because of his appointment as official appointee responsible for exploring the possibilities of the
formation of the next new Dutch government. Because of the temporary nature, it has not been decided to
(temporarily) replace the said supervisory board member.
Diversity policy and objectives
The Company has a diversity policy that has been established pursuant to best practice provision 2.1.5 of
the Dutch Corporate Governance Code. The diversity policy applies to the Management Board and the
Supervisory Board. The Company recognizes the importance of diversity within the composition of the
Management Board and the Supervisory Board. The Company believes that a diverse composition
contributes to balanced decision-making and a proper functioning of the Management Board and the
Supervisory Board. The Supervisory Board values and promotes diversity in the Management Board and
the Supervisory Board, and also in the Company as a whole. The Supervisory Board recognizes that
differences in characteristics of people are important and enable both the Management Board and the
Supervisory Board as well as the Company as a whole to look at issues and to solve problems in a different
way, to respond differently to challenges and to take more robust decisions.
A great mix of skills and experience of the Management Board and the Supervisory Board is of significant
importance in order to improve effectiveness, drive innovation and accelerate growth. Therefore, there will
be an emphasis based on merit when nominating candidates for the Management Board and the Supervisory
Board. However, within the aforementioned scope, the following diversity aspects, amongst others, have
been identified as relevant to the Company (in no particular order): a. nationality/race/ethnicity; b. gender;
c. age; d. education; and e. work experience.
The Company presently only has a diversity target for the male /female ratio for the Supervisory Board, as
outlined in the Supervisory Board Profile. When selecting the Managing Directors and Supervisory Directors,
the available persons that meet the requirements of skill, expertise and affiliation for a position on the
Management Board and Supervisory Board at that moment happened to be all male. The Company keeps
striving to have a diverse Management Board and Supervisory Board and will follow the requirements as
set out in the applicable legislation.
New Amsterdam Invest
Financial Report 2021
35
The Supervisory Board commits itself to diversity, when selecting new candidates for the Management
Board and the Supervisory Board also in accordance with the Act on gender diversity in the board of Dutch
companies (“Wet inzake evenwichtige man-vrouw verhouding in de top van het bedrijfsleven”). At the same
time, the Supervisory Board aims for retaining the balance in the requisite expertise, experience and
diversity. The Company’s objectives are to further address the gender diversity if and when a vacancy
arises.
Meetings and attendance in 2023
The Supervisory Board held eight regular meetings in 2023. Except for two meetings, all Supervisory
Directors attended all the meetings. All such meetings were also attended by the Managing Directors except
for two meetings which were held without the members of the Management Board, such as the meeting
where the Supervisory Board discussed its own functioning, and the functioning of the Management Board.
The main topics discussed during the meetings with the Management Board were:
• progress in the search for a Business Combination;
• the Business Combination and subsequent acquisitions;
• review of the business as from the Business Combination;
• corporate governance code;
• assessment of main risks;
• annual report 2022 and the auditor’s report including the findings and recommendations regarding the
audit 2022 in presence of the external auditor;
• the Circular, presenting the Business Combination Somerset Park;
• functioning of the Management Board and the supporting staff;
• evaluation of the external audit 2022;
• interim report 2023;
• audit Plan 2023 in presence of the external auditor;
• code of conduct, insiders list and other governance documents and
• strategy.
The Supervisory Board has not installed any standing committees as this is not required under Dutch law
or the Dutch Corporate Governance Code based on the current size of the Supervisory Board. If, in the
future, the Supervisory Board would consist of more than four members, it should, in addition to an audit
committee, appoint from among its Supervisory Directors a remuneration committee and a selection and
appointment committee to remain in compliance with the Dutch Corporate Governance Code.
No Audit Committee
As the Supervisory Board is composed of three Supervisory Directors, it is not required by the Dutch
Corporate Governance Code, to establish an audit committee. Therefore, the Supervisory Board has not yet
established an audit committee. However, the Supervisory Board shall, in accordance with the Dutch
Corporate Governance Code, apply the practices and principles that apply to an Audit Committee that are
set out in the rules of procedure of the Supervisory Board as made available on the Company’s website.
The duties of Supervisory Board include:
• monitoring the financial-accounting process and preparation of proposal to safeguard the integrity of
the process;
• monitoring of the efficiency of the internal management system, and the risk management system with
respect to financial reporting;
• monitoring of the statutory audit of the financial statements, and in particular the process of such audit
(taking into account the review of the Dutch Authority for the Financial Markets (‘Autoriteit Financiële
Markten’) in accordance with section 26 Audit Regulation);
• the review and monitoring of the independence of the external auditor, within the meaning of article 1,
paragraph 1, point f Supervision audit firms Act (‘Wet toezicht accountantsorganisaties’) (Wta)
• or the accountants organization or audit organization as referred to in article 1 paragraph 1, point a and
c Wta, with a special focus on other services provided to the Company by the firm of the external
auditor;
• adoption of the procedure for the selection of the external auditor or audit firm and the nomination for
the appointment of the external auditor with respect to the statutory audit of the annual accounts in
accordance with section 16 Audit Regulation, if applicable;
• monitoring of the compliance with the external auditor’s recommendations; and
• monitoring the investments and the funding of the Company.
New Amsterdam Invest
Financial Report 2021
36
Internal audit function
The Company does not have an internal audit function. The need for an internal audit function is assessed
on a yearly basis by the Supervisory Board as required by the Dutch Corporate Governance Code. The
Supervisory Board concluded that an internal audit function is not necessary due to the present size of the
Company. As a mitigating measure, the Supervisor Directors will remain closely involved with all significant
transactions entered into by the Company. The Supervisory Board supports the expansion of Company’s
staff.
External auditor
The Management Board and the Supervisory Board have each evaluated the activities performed for the
Company by BDO Audit & Assurance B.V. It is apparent that BDO Audit & Assurance B.V. is capable of
forming an independent judgment concerning all matters that fall within the scope of its auditing task; there
is a good balance between the effectiveness and efficiency of their actions, for example in relation to auditing
costs, risk management and reliability.
Functioning of the Supervisory Board and the Management Board (evaluation
of accountability)
The Supervisory Board discussed, in the absence of the Management Board, its own functioning. This
evaluation was performed by the Chairman of the Supervisory Board, by means of a structured
questionnaire. At least once per year, outside the presence of the Management Board, the Supervisory
Board will evaluate both the functioning of the Management Board as a whole and that of the individual
Management Board members, and will discuss the conclusions that must be attached to the evaluation,
such also in light of the succession of the members of the Management Board.
The Management Board also fills in a questionnaire and addresses items such as: team effectiveness,
interaction, transparency, composition and profile, competences, effectiveness of individual members,
quality of information and the relationship with the Management Board.
Given the various backgrounds and expertise of the Supervisory Directors and the Managing Directors, each
such Director has an own responsibility to train and educate himself on such topics as may be required.
The Supervisory Board has concluded that during 2023, the Management Board and Supervisory Board
have functioned as intended.
Remuneration Management Board and Supervisory Board
We refer to the chapter “Remuneration Report” as included in this annual report.
Shareholdings of Managing Directors and Supervisory Directors
The Managing Directors, Mr. Aren van Dam, Mr. Moshe van Dam, Mr. Elisha Evers and Mr. Cor Verkade hold
financial instruments in the Company. Each of them holds, indirectly through NAIP Holding, approximately
18.413 Promoter Shares, 314.447 Ordinary Shares, 125.000 IPO Warrants and 125.000 BC Warrants
(acquired as part of the Cornerstone Investment).
NAIP Holding is controlled by the personal holdings of the members of the Management Board. The members
of the Supervisory Board do not hold financial instruments in the Company.
New Amsterdam Invest
Financial Report 2021
37
Somerset Group
On 2 June 2023, the Company’s shareholders approved the proposed Somerset Group Business
Combination.
Number
%
For
4,167,819
99.69
Against
0
0.00
Abstain
13,153
0.31
Total
4,180,972
100.00
Following the approval, the Company incorporated/acquired the following companies:
(1) Somerset Park B.V. was incorporated as a Dutch private company with limited liability;
(2) Somerset Park B.V. acquired Somerset Park Holding UK Ltd (a limited liability company) and Somerset
Park Holding USA LLC;
(3) Somerset Park Holding UK Ltd acquired the following UK private limited company’s: Somerset Land and
Property Ltd, Glasgow Land and Property Ltd, Sutherland Land and Property Ltd, Edinburgh Land and
Property Ltd and Somerset Park Property Management Ltd;
(4) Somerset Park Holding USA LLC acquired SP Property Management US and MACE Investments II LLC,
which owns 71.25% of Interra One Park Ten LLC.
Following Sutherland Land and Property Ltd purchased the property Sutherland House in Glasgow, and
Glasgow Land and Property Ltd purchased the property Blythswood Square in Glasgow.
Financial statements and auditor’s opinion
The financial statements included in this annual report have been audited and BDO Audit & Assurance B.V.
has issued an unqualified opinion on these financial statements. The financial statements were extensively
discussed with the Supervisory Board, in the presence of the external auditor, and the Management Board.
The Supervisory Board is of the opinion that the financial statements meet all requirements for transparency
and correctness. Therefore, the Supervisory Board recommends that the General Meeting of Shareholders
adopts the financial statements and the appropriation of the result.
Result appropriation
New Amsterdam Invest N.V. realized a loss in 2023 of € 4.8 million (2022: loss of € 2.1 million). The
proposal to the General Meeting of Shareholders is to deduct this loss from the other reserves. Each of the
members of the Supervisory Board have signed the financial statements to comply with their statutory
obligation pursuant to article 2:101, paragraph 2, of the Dutch Civil Code.
Outlook
The Supervisory Board wishes to thank the Management Board and the contractors of the Group for their
continued dedication and commitment. The Supervisory Board continues to advise and support the
Management Board in the manner in which the strategy is implemented.
Amsterdam, 8 May 2024
The Supervisory Board,
Mr. Jan Louis Burggraaf
Mr. Paul Steman
Mr. Elbert Dijkgraaf
New Amsterdam Invest
Financial Report 2021
38
Remuneration report
General
In this Remuneration Report, the Supervisory Board provides a comprehensive overview, in accordance
with article 2:135b of the Dutch Civil Code, of the remuneration paid and owed to the individual members
of the Board of Management and the Supervisory Board respectively in the financial year 2023. The report
will also be published as a stand-alone document on the company’s website after the 2024 Annual General
Meeting of Shareholders.
Advisory vote at the Annual General Meeting
At the annual general meeting 2 June 2023, the shareholders cast an advisory vote on the Remuneration
Report 2022. The results of this non-binding vote were as follows:
Number
%
For
4,154,743
96.66
Against
48,536
1.13
Abstain
95,000
2.21
Total
4,298,279
100.00
Remuneration for the Management Board
Gross salary
The Managing Directors were not entitled to any cash remuneration or compensation prior to completion of
a Business Combination except for reasonable out of pocket expenses.
At the shareholders meeting 2 June 2023 the remuneration of the members of the Management Board was
agreed. The remuneration is consistent with the policy available on the Company’s website and contributes
to the Company’s identity, strategy, long- term interests and sustainability since:
(i) The Policy is designed to take into account the Company's vision, mission and values through
incentives linked to growth of the Company providing for the resources to remain and expand as a
leading real estate company.
(ii) The fixed remuneration of the Managing Directors is compared against similar other companies of
comparable size, complexity and scope and is deemed low. The Managing Directors primarily focused
on the interest of all stakeholders.
(iii) The Policy aims to attract, retain and reward highly qualified Managing Directors with the required
background, skills and experience to implement the long-term strategy of the Company and to deliver
sustainable performance in line with the strategy, purpose and values of the Company.
(iv) The members of the Management Board will not receive any variable remuneration such as (rights to)
shares except for the Promoter Shares, IPO warrants and BC warrants. Absent any variable
remuneration, no scenario analysis has been taken into account. There is no employee share option
scheme in place and there is no reduction or claw back of the remuneration.
New Amsterdam Invest
Financial Report 2021
39
The members of the Management Board of New Amsterdam Invest N.V. have also been appointed as the
Management Board of all subsidiaries, without any additional remuneration. The remuneration on an annual
basis and as charged to the results 2023 for the period 2 June 2023 till 31 December 2023 is as follows
(€*1):
Name
Annual basis
2023
Mr. Aren van Dam
150,000
87,500
Mr. Moshe van Dam
100,000
58,331
Mr. Elisha Evers
100,000
58,331
Mr. Cor Verkade
100,000
58,331
Next to the gross salary of the members of the Management Board, the Company paid social security
charges to the amount of € 32,245. In the opinion of the Supervisory Board the remuneration is in line with
market practice for small to medium sized (real estate) companies. The Management Board members have
entered into employment with the Company upon realization of the Business Combination. There are no
severance arrangements between the members of the Management Board and the Company. The Company
shall not grant loans, advance payments or guarantees to the Management Board members.
Conversion of promoter shares and the issuance of the BC warrants
Immediately following the 2023 annual general meeting, the four members of the Management Board,
through NAIP Holding, converted 73,654 of the existing 147,307 convertible shares with a nominal value
of € 0.04 each (the “Promoter Shares”) to 257.788 ordinary shares with a nominal value of € 0.04 each.
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 Company’s
Prospectus. Subject to the terms and conditions set out in this Prospectus, each Promoter Share. The
conversion of the remaining “Promoter Shares” is contingent upon a Share Price Hurdle of € 11.50 per
share. These Promoter Shares have been obtained by the Promoters at an aggregated price of € 750,000
to supplement with the amount of the “Optional promoter Contribution”.
Furthermore, at the date of the Business Combination, the Company issued 500,000 BC Warrants to the
Promoters as part of their cornerstone investment. The BC-Warrants as issued are held in treasury.
The issuance of the Promoter Shares by the Company falls within the scope of IFRS 2 because the Promoters
(the 4 members of the Executive Board of Directors) were awarded these shares at a discounted price in
exchange for their services. Furthermore, the Promoters were considered “employees and others providing
similar services”, operating as management of the Company. As a result, the share-based payment was
measured at the grant date by the Company. The fair value of the share-based payment at the grant date
was the basis for the accounting of this share-based payment. The Company presumed that the services to
be rendered by the Promoters in exchange for the share-based payment would be received during the
vesting period. The vesting period was not fixed but variable, because the share-based payment vested in
case of a Business Combination (which in the end occurred on 2 June 2023).
Therefore, the vesting period was estimated by the Company at grant date (settlement date). The Company
originally expected that the vesting period would be 18 months after the settlement date. Therefore, the
Company recognized a share-based payment expense over the vesting period based on the fair value of
the share-based payment at grant date (settlement date). Subsequently, the Company revised the estimate
of the length of the vesting period until the actual outcome was known.
The Company considered the following:
• 50% of the promoter shares would be converted at the announcement of the Business Combination
(conversion ratio 1 promoter share results in 3.5 ordinary shares)
• The other 50% promoter shares will be converted as soon as the price hurdle is realized and the
Business Combination is in place
• If not, then the promoter shares will be converted on a 1 to 1 basis to ordinary shares upon the fifth
(5th) anniversary of the Business Combination Completion Date
In the financial year 2023, a non-cash expense of € 84,000 was recognized in profit or loss related to
vesting of the share-based payments, with recognition of a corresponding amount in the other reserves.
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No remuneration committee
Since the Supervisory Board is composed of less than four Supervisory Directors, there is no remuneration
committee installed by the Supervisory Board.
Remuneration for the Supervisor Directors
From the Company’s perspective, it should especially be in the Supervisor Directors’ interest to focus on
the Company’s sustainable and long-term successful development. Regardless of their remuneration, all
Supervisory Directors are entitled to reimbursement for their travel expenses. The Supervisory Directors do
not receive variable remuneration but only fixed remuneration.
The remuneration of the Supervisory Directors on a yearly basis amounts to € 35,000 for the chairman and
to € 25,000 for each member, excluding travel expenses. In addition, the remuneration of the Supervisory
Directors is consistent with the policy available on the Company’s website and contributes to the Company’s
identity, strategy, long-term interests and sustainability. The members of the Supervisory Board do not hold
shares, warrants or options in New Amsterdam Invest N.V. The Company has not issued loans, advances
or financial guarantees to members of the Supervisory Board.
Remuneration for the Financial Director (not being Statutory Director)
The Company entered into a service agreement with the financial director, and more recently a business
controller and a Company secretary on an interim basis. The compensation for these key employees (hours
against a fixed rate) is consistent with and supportive of the strategy and long-term interests of the
Company.
Pay ratio
Based on best practice provision 3.4.1 of the Dutch Corporate Governance Code, the Company shall disclose
the pay ratio, being the ratio between the annual remuneration of the CEO (including all remuneration
components such as fixed and variable remuneration as well as share-based payments) and the average
annual remuneration of employees of the Company and its subsidiaries.
The Pay ratio has not been determined, since the Company does not have a reference group on the basis
of which to calculate the pay ratio. This is due to the fact that the Company does not have employees other
than the members of the Management Board, since all other duties are performed by contractors. The pay
ratio of the remuneration of the CEO and the remuneration of the other managing directors can be derived
from the disclosure of remuneration per director as noted above, though we consider this does not result
in useful information given the background of the requirement in the Dutch Corporate Governance Code.
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Corporate Governance
As a Dutch Company with a registered office in the Netherlands, which shares are admitted to listing and
trading on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the Company
falls within the scope of the Dutch Corporate Governance Code and is required to disclose in its Annual
Report to what extent the Company complies with the principles and best practices of the Dutch Corporate
Governance Code, and where it does not. If the Company does not comply with certain principles and/or
best practices it must explain why it deviates from the Dutch Corporate Governance Code.
Culture
The Management Board aims to maintain a culture of ethical behavior and integrity by setting the tone at
the top. This contributes to avoiding unnecessary risks and the overall effectiveness of the Company's risk
management and control system. This is done by, for example:
• Leading by example and acting in accordance with our Company values;
• Maintaining relevant policies and ensuring awareness of these policies among staff;
• Having clear practices and procedures with respect to corporate governance.
Composition, appointment and dismissal of the Management Board and
Supervisory Board
The Management Board shall be composed of one or more managing directors. The number of managing
directors shall be four (4) unless otherwise determined and approved by the Supervisory Board. The
members of the Management Board shall be appointed by the general meeting from a binding nomination
for each vacancy, which nomination shall be drawn up by the Supervisory Board, with due observance of
article 2:133 of the Dutch Civil Code. Members of the Management Board may be suspended or dismissed
at any time by the general meeting (the corporate body formed by those in whom as shareholder or
otherwise the voting rights are vested or a meeting of such persons, or their representatives and other
persons holding meeting rights).
The Supervisory Board shall consist of at least three members. Supervisory Directors shall be appointed by
the general meeting from a binding nomination for each vacancy, which shall be drawn up by the meeting
of holders of priority shares, with due observance of article 2:142 paragraph 2 and article 2:133 paragraph
1 and paragraph 2 of the Dutch Civil Code. If the meeting of holders of priority shares fails to exercise its
right to draw up a binding nomination or fails to do so in time, the general meeting shall be free in its choice
of appointee. Members of the Supervisory Board may be suspended or dismissed at any time by the general
meeting.
Diversity
The policy and related objectives for a diverse composition of the Management Board and Supervisory
Board, as well as results of the execution of the policy in the past year are disclosed in the Report of the
Supervisory Board.
Shareholders
Responsible corporate governance requires the participation of shareholders in the decision-making in the
Annual General Meeting of Shareholders. The Company attaches great value to its shareholder relations.
In line with relevant laws and regulations, the Company provides all shareholders and other parties in the
financial markets with equal and simultaneous information about matters that could have a significant
influence on the price of the Company’s listed securities, taking into account possible exemptions permitted
by those laws and regulations.
At least once a year a General Meeting is convened by a notice on the Company’s website, announcing the
meeting date and place, the registration date, the agenda of the meeting and the procedure for attendance.
Resolutions are passed by a simple majority of the votes cast, unless Dutch law or the Articles of Association
require a larger majority.
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Amongst other things the Annual General Meeting decides on the adoption of the financial statements, the
appropriation of the results, the (re)appointment, discharge and remuneration of the Supervisory Board,
appointment and discharge of the Management Board, material changes to the Remuneration Policy and
the appointment of the external independent auditor.
The Company held its last Annual General Meeting on 2 June 2023. The voting results have been published
on the Company’s website.
Conflicts of interest
The Managing Directors own a private real estate company. The main objective of the Company is to acquire
a significant stake in a Target active as an operating company in the commercial real estate sector as well
with principal operations in the same areas. Therefore, a risk of a conflict of interest exists. The Management
Board is not only fully aware of this risk but is also strictly monitored on this potential risk by the Supervisory
Board, in order to prevent that the Managing Directors enter into competition with the Company.
Deviations
This section sets out the deviations from the Dutch Corporate Governance Code and explains why the
Company has deviated from them.
Best practice provision 1.1.5: Stakeholder dialogue
Considering its recent incorporation, the Company has yet to establish a policy for an effective dialogue
with stakeholders and publish this on its website. The Company intends to prepare this as part of its
implementation of the European Sustainability Reporting Standards (ESRS).
Best practice provision 1.3: Internal audit function
Because of the limited size of the Company and the limited number of transactions, the Management Board,
in consultation with the Supervisory Board, did not set up an internal audit function nor appointed an
internal auditor. As a mitigating measure, the Supervisor Directors will remain closely involved with all
significant transactions entered into by the Company.
Best practice provision 2.3.10: Secretary to the Supervisory Board
As intended, the Supervisory Board did appoint a company secretary in the beginning of 2024. During the
financial year, however, the Company did not hire or employed a company secretary.
Best practice provision 2.5.2 and 2.5.4.iii: Code of Conduct
The Company compiled a Code of Conduct which has been published on 29 April 2024. Consequently, the
annual report for 2024 will report on the compliance with said Code of Conduct for the first time.
Disclosures pursuant Decree Article 10 Takeover directive
As required by the Decree Article 10 Takeover Directive, the following disclosures are provided insofar as
they are not included elsewhere in this annual report:
Capital structure
We refer to the section “capital structure” as included in this report.
Restrictions on the transfer of securities
Other than the Priority Shares that have been issued to the Stichting, the Company does not have any anti-
takeover measures in place and does not intend to do so. For further details we refer to the paragraph
“capital structure” as included in this Report of the Management Board.
The Company, the Promoters, together with relevant entities affiliated to the Promoters that are a party to
the Shareholders’ Agreement and their jointly owned holding company New Amsterdam Invest Participaties
B.V. (“NAIP Holding”), have entered into a shareholders’ agreement (the shareholders’ agreement). The
shareholders’ agreement governs the relationship between: (i) the Promoters and NAIP Holding (being the
direct shareholder in the Company); and (ii) the Promoters and the Company. This with a view to govern
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43
the Promoters’ respective capacities as direct shareholders of NAIP Holding and as indirect shareholders of
the Company.
Pursuant to the Shareholder’s Agreement, NAIP Holding will be bound by a lock-up agreement vis-à- vis
the Company with respect to (i) the Promoter Shares for a period of six (6) months following the Business
Combination Completion Date; (ii) the Ordinary Shares obtained by it as a result of converting the Promoter
Shares for a period from the date of the conversion until six (6) months thereafter; (iii) the Ordinary Shares
and Warrants acquired as part of the Cornerstone Investment for a period of six (6) months following the
Business Combination Completion Date; and (iv) the Ordinary Shares obtained by it as a result of exercising
the Warrants acquired as part of the Cornerstone Investment for a period from the date of the exercise
until six (6) months thereafter. The Promoters have furthermore agreed in the Shareholders’ Agreement to
contractually restrict their right to transfer their shares in NAIP Holding, which restrictions can only be
waived in exceptional circumstances.
Significant direct and indirect shareholdings
As of the date of this report the Company is not familiar with significant direct and indirect shareholdings
within the meaning of Article 85 of Directive 2001/34/EC, other than the shareholding of New Amsterdam
Invest Participaties B.V., consisting of ordinary shares, promoter shares and warrants, as disclosed
elsewhere in this report.
The holders of any securities with special control rights
We refer to the holders of the Priority Shares as described before in the paragraph “capital structure” as
included in this report.
Employee share scheme
The only employees of the Company are currently the members of the Management Board. Control over any
employee share scheme is therefore exercised by the Supervisory Board.
Restrictions on voting rights
Currently there are no restrictions on voting rights.
Restrictions on the transfer of shares as agreed between shareholders
The Company is not familiar with any restrictions on the transfer of shares as agreed between shareholders,
other than set out above under ‘Restrictions on the transfer of securities’.
Rules governing the appointment and replacement of board members
We refer to the section “management structure” as included in this report.
Power of board members to issue or buy back shares
Shares shall be issued pursuant to a resolution passed by the general meeting, (1) upon the proposal of
the Management Board and (2) after approval of the Supervisory Board and (3) after approval of the
meeting of holders of Priority Shares. The general meeting may resolve to designate the Management Board
for a fixed period of five years, as the body authorized to issue shares.
The Company is entitled to acquire fully paid-up shares in its own share capital against payment of
consideration in compliance with the relevant legal provisions. Acquisition for valuable consideration is
permitted only if the general meeting has authorized the Management Board to do so.
Significant agreements with impact on the control of the company
There are no other significant agreements with impact on the control of the Company as already included
in this report.
Agreements between the Company and Managing Directors, Supervisory directors and or
employees resulting in severance payments.
There are no agreements between the Company and members of the Management Board, or members of
the Supervisory Board or employees which can result in severance payments.
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Risk management and control
Risk management and control systems
The Management Board is responsible for establishing and overseeing the Company’s risk management
framework. The Company’s risk management policies have been established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence
to limits. Furthermore, the Management Board is responsible for the control environment and internal
control systems to properly manage the strategic, operational and other risks and uncertainties that could
materially adversely affect the Company’s business and day-to-day operations.
Taking into account the limited size of the Company’s activities up to the date of this reporting, the Company
has implemented a set of internal control measures and compliance policies, including, amongst others, an
authorisation policy, segregation of duties, approval of bank payments, and a reporting and monitoring
framework. Furthermore, the Company decided to contract an interim specialist to provide the Management
Board with management reporting, ICT monitoring, and the preparation of the (interim) financial
statements.
Control environment
The Management Board has the ultimate responsibility for risk management and control. This includes
identifying and evaluating risks and opportunities, determining the appropriate approach to address these,
with the intention to utilize opportunities and avoid losses to the extent possible. The Management Board
is guided by the culture of the Company and the tone at the top, as described in the section “Corporate
governance”. The Supervisory Board monitors the Management Board and the performance of the
Company’s risk management and control systems. With the Company being a SPAC until 2 June 2023, and
since then being the head of the Group with active business operations, the control environment is
developing since then, with management working to improve robustness of internal control systems and
procedures continuously.
Principal risks and uncertainties
This section details the principal risks and uncertainties that the Company faces, classified according to the
Company’s categorization of risks and uncertainties. For each of these risks, management’s risk appetite is
disclosed. The risk appetite represents the Management Board’s willingness to assume calculated risks and
uncertainties. This is regularly evaluated based on changing circumstances as part of our risk management
and control process. Additionally, for each risk, the likelihood of occurrence of such risk or uncertainty is
disclosed, as assessed by the Management Board, and the expected potential impact when the respective
risk or uncertainty would manifest itself.
There have been no principal risks that have materialized themselves in 2023. This can be explained by the
recent date of the Business Combination and the limited time of operations since then.
Strategic Risks
Risk description (in summary)
Risk
Appetite
Likelihood
Potential
impact
The Company’s operations are subject to risks
associated with the commercial real estate sector
medium
high
high
The Company may face significant competition for
investment opportunities
medium
high
high
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The Company’s operations are subject to risks associated with the commercial real estate sector
The Company is invested in investment properties in the United Kingdom and the United States of America.
Going forward, it will continue to focus its search for potential investment properties in Europe, United
Kingdom and/or United States of America. Inherent to operations and investments in the commercial real
estate sector in the areas as specified, the risk associated with operations in this sector may manifest itself
in the following manners (not exhaustive):
• adverse changes in international, national, regional or local economic, demographic and market
conditions;
• adverse changes in financial conditions of tenants, buyers and sellers of properties;
• reductions in the level of demand for commercial space, and changes in the relative popularity of
properties;
• fluctuations in interest rates, which could adversely affect the Company’s ability, or the ability of tenants
and buyers of properties, to obtain financing on favorable terms or at all;
• unanticipated increases in operating expenses, including, without limitation, insurance costs, labor costs,
construction materials, energy prices and costs of compliance with laws, regulations and governmental
policies;
• operating results will be adversely affected if delays in completions of (re-)development properties and
rent-up of properties and are unable to achieve and sustain high occupancy rates at favorable rental
rates;
• development activities may be more costly than anticipated or result in unforeseen liabilities and
increases in costs;
• changes in, and changes in enforcement of, laws, regulations and governmental policies, including,
without limitation, health, safety, environmental, zoning and tax laws and governmental fiscal policies,
and changes in the related costs of compliance with laws, regulations and governmental policies;
• litigation and other legal proceedings;
• the ability to effectively adopt or adapt to new or improved technologies;
• environmental risks; and
• civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts
of war or terrorism, which may result in uninsured losses.
The Management Board closely follows the day-to-day operations of the Company and is closely involved
in the commercial real estate sector, in order to monitor whether this risk materializes and determine the
appropriate response in light of the circumstances.
The Company may face significant competition for investment opportunities
There may be significant competition within the real estate market. Such competition may for example
come from strategic buyers, public and private investment funds, sovereign wealth funds and other real
estate operating companies, many of which are well established and have extensive experience in
identifying and completing acquisitions. A number of these competitors may possess greater technical,
financial, human or other resources than the Company. Any of these or other factors may place the
Company at a competitive disadvantage in successfully negotiating or completing an attractive transaction.
There cannot be any assurance that the Company will be successful against such competition. Nonetheless,
the Management Board will continue to apply proper due diligence on any identified investment
opportunities.
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Operational Risks
Risk description (in summary)
Risk
appetite
Potential
impact
The Company may be qualified as an alternative
investment fund
low
high
The meeting of holders of Priority Shares will be in a
position to exert influence over the Company by
exercising its rights as holder of the Priority Shares.
The interest of the Stichting may differ from the
interests of the Company’s other Shareholders.
low
high
The Company’s success is dependent upon a small
group of individuals and other key personnel
high
high
The Company may not be able to retain and attract
tenants
medium
high
The Management Board may not be able to identify
suitable investment properties
low
medium
The occurrence of important events and medium
threats as war, kidnapping, hacking etc.
medium
high
The Company may be qualified as an alternative investment fund
The Company is convinced that it does not qualify as an investment fund undertaking known as “AIF” under
the European Alternative Investment Fund Managers Directive (2011/61/EU). This is because it is a holding
company of business operations. There is however no definitive guidance from national or EU-wide
regulators, including the Netherlands Authority for Financial Markets (AFM), on the Company qualify as AIFs
and whether they are subject to the national legislation implementing this directive in any relevant EU
member state and the Netherlands in particular. As such, the AFM may, in the future, find that the Company
qualifies as an AIF, in which case the Company could be subject to regulatory and could be required to
comply with requirements relating to risk management, minimum capital, the provision of information,
governance and other matter, which may be burdensome and may make it difficult to conduct its business.
Any of the foregoing could have a material adverse effect on the Company’s business, financial condition,
results of operations and prospects.
The Company’s success is dependent upon a small group of individuals and other key personnel
The Company’s success depends, in part, on the performance of a small group of individuals. The Managing
Directors each possess significant (joint) experience in targeting and operating business opportunities in
the commercial real estate sector. The loss of any of these Managing Directors could materially adversely
impact the Company’s business, its business relationships, and its reputation. This risk is mitigated by the
fact that the Company has a pro-active Supervisory Board. The members thereof, Mr. Jan Louis Burggraaf
(Chairman), Mr. Elbert Dijkgraaf and Mr. Paul Steman are very well placed to supervise the Company and
its affairs. The Company furthermore contracted a (parttime) professional staff (finance director, business
controller, company secretary, an office manager and a property manager in the UK) and further contracted
several professional services firms. They provide the Company with accounting and advisory services, legal
services and tax advisory services.
The Company may not be able to retain and attract tenants
When selecting and operating investment properties, one of the most important criteria is the rentability of
the investment property. This helps mitigate the risk that the company is unable to retain or attract tenants.
Another factor is that 3 of the 6 investment properties are let to a single party on the basis of a long-term
lease with interim rent reviews.
This does mean, however, that in the event of bankruptcy of one of these tenants and the inability to attract
a new tenant on time, or at all, the financial impact may be considerable. For properties involving multiple
tenants, the financial risk decreases as more tenants are involved. To mitigate this risk, the Company has
implemented measures surrounding management of tenants, including monitoring of credit risk.
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The Management Board may not be able to identify suitable investments properties
In particular, the Company's strategy is to build up a property portfolio preferable in the United Kingdom,
the United States of America and Europe (preferably in the Netherlands and Germany). The investment
properties must meet a number of criteria including sustainability, lease ability and profitability. The
identification of suitable properties is further largely dependent on the real estate market and the external
factors that influence this market.
The years of experience of the members of Company’s Management Board with the real estate market in
these countries, among others, limit the risk of not being able to identify possible investments to "low". In
addition, financial impact is assessed as "medium," as the current portfolio can ensure recurring profits.
The occurrence of important events and threats as war, kidnapping, hacking etc.
Currently, the Company is operationally active in the United Kingdom and the United States of America. If
one of these countries becomes involved in a conflict situation, this could affect the local economy and thus
the performance of the Company in those countries. Further events such as cybercrime or kidnapping of
Managing Directors can also impact the performance of the Company. These are external risks that are
largely beyond our control. We assess these risks as "medium" where the financial impact can be "high".
The Company does not comply with all best practice provisions of the Dutch Corporate
Governance Code
The Company is subject to the Dutch Corporate Governance Code, which contains both principles and best
practice provisions for the Management Board, the Supervisory Board, the shareholders and the General
Meeting. The Dutch Corporate Governance Code is based on a “comply or explain” principle. Accordingly,
the Company is required to disclose in its publicly filed Report of the Management Board, whether or not it
complies with the various provisions of the Dutch Corporate Governance Code. If the Company does not
comply with one or more of those provisions, it is required to explain the reasons for such non-compliance
in the Management Board report. The Company acknowledges the importance of good corporate
governance.
Reference is made to the section “Corporate Governance” within this report.
Managing Directors may allocate their time to other businesses leading to potential conflicts of
interest, which could have a negative impact on the performance.
Although the Managing Directors spend significant amounts of time to pursue the Company’s objectives,
the Company cannot force the Managing Directors to commit their full time to the Company’s affairs. This
could create a conflict of interest for the Managing Directors when allocating their time between the
Company’s operations and their other commitments. If the other business activities of the Managing
Directors require them to devote substantially more time to such activities than expected, this could limit
their ability to devote time to the Company’s activities. This limited availability may have a negative impact
on the Company’s ability to meet its regular targets. As a consequence the effective return on investment
for Shareholders may be low or non-existent.
Compliance Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company does not comply with all best practice
provisions of the Dutch Corporate Governance Code
medium
low
medium
Managing Directors may allocate their time to other
businesses leading to potential conflicts of interest,
which could have a negative impact on the
performance.
medium
low
high
Damage to the reputation of the Company (or any
of their affiliates) may materially adversely affect the
Company.
low
low
high
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Damage to the reputation of the Company (or any of their affiliates) may materially adversely
affect the Company
The ability of the Company to perform its operations is in part dependent on the reputation of the
Management Board. Although none of them is aware of any facts or circumstances that may negatively
affect their reputation, the members of the Management Board cannot offer any assurance that they will
not be exposed to reputational risks resulting from events, including but not limited to, litigation, allegations
of misconduct or other negative publicity or press speculation, which, whether or not accurate, may damage
their reputation and, ultimately, the reputation of the Company. Any such damage may negatively impact
the business, development, financial condition, results of operations and prospects of the Company.
Reporting and Financial Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company may be subject to foreign investment
and exchange risks
medium
high
high
The market for the Ordinary Shares or the Warrants
may not be active and liquid, which may adversely
affect the liquidity and price of the Ordinary Shares
and the Warrants
high
high
medium
Each Warrant will only be converted into Ordinary
Shares upon the price of the Ordinary Shares
reaches the share price hurdle
low
low
high
The value of investment properties may decrease
medium
medium
high
The Company is subject to foreign investment and exchange risk
The Company’s functional and presentation currency is the Euro. The Company’s operations currently take
place through operating companies in the United Kingdom and the United States. These subsidiaries
denominate their financial information in a currency other than the euro and conduct operations and
generate rental income in currencies other than euro. When consolidating a subsidiary that has functional
currencies other than the euro, the Company will be required to translate, inter alia, the balance sheet and
operational results of such business or company into euro. Due to the foregoing, changes in exchange rates
between euro and other currencies could lead to significant changes in the Company’s reported financial
results from period to period. Among the factors that may affect currency values are trade balances, levels
of short-term interest rates, differences in relative values of similar assets in different currencies, long-
term opportunities for investment and capital appreciation and political or regulatory developments.
Although the Company may seek to manage its foreign exchange exposure, including by active use of
hedging and derivative instruments, there is no assurance that such arrangements will be entered into or
available at all times when the Company wishes to use them or that they will be sufficient or effective to
cover the risk. The Company being subject to foreign investment and exchange risks could negatively impact
the business, development, financial condition, results of operations and prospects of the Company.
The market for the Ordinary Shares or the Warrants may not be active and liquid, which may
adversely affect the liquidity and price of the Ordinary Shares and the Warrants
There is currently a limited market for the Ordinary Shares and the Warrants. The price of the Ordinary
Shares and the Warrants can vary due to general economic conditions and forecasts, the general business
condition of the Company as well as the release of financial information by the Company. Although the
current intention of the Company is to maintain a listing on Euronext Amsterdam for each of the Ordinary
Shares and the Warrants, there can be no assurances that the Company will be able to maintain such listing
in the future. In addition, the market for the Ordinary Shares and the Warrants may not develop into an
active market. For the Company, this means that access to new capital may be limited. For investors, this
means that they may be unable to sell their Ordinary Shares and/or Warrants unless a viable market can
be established and maintained.
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Each Warrant will only be converted into Ordinary Shares upon the price of the Ordinary Shares
reaches the Share Price Hurdle
The Warrants are converted automatically and mandatorily only when both (i) the Business Combination
Completion Date has occurred and (ii) the Share Price Hurdle has occurred. Any Warrants which are not
converted will lapse without value. Also, any Warrants not converted within five years after the Business
Combination Completion Date, will lapse without any payment being made to the holders of such Warrants
and will, effectively, result in the loss of the holder’s entire investment in relation to the Warrants. The
market price of the Warrants may be volatile and there is a risk that they become valueless.
The value of investment properties may decrease
As an investor in commercial real estate properties, one of the main financial risks that the Company faces
is that the value of its properties may decrease, negatively affecting the Company’s financial position and
its ability to fund future investments or return value to its shareholders. The Management Board closely
monitors this risk by marking-to-market the investment properties periodically, with the support of expert
third-party appraisers. In addition, through close monitoring of the commercial real estate markets in the
geographical locations that the Company is operational in, the Management Board may take measures as
appropriate to limit losses to the Company, or make use of opportunities, as the case may be.
Financial risk management
The Company is exposed to various types of risk arising from the use of financial instruments. These risks
overlap to some extent with the principal risks and uncertain as defined earlier, but also include risks which
are not considered principal risks for the Company. The objectives and policies regarding the managing and
hedging of risks related to financial instruments are disclosed in the consolidated financial statements in
the section financial risk management.
This analysis covers the following types of risks:
• Market risks (including currency risk, interest rate risk and other price risk);
• Credit risks; and
• Liquidity and cash flow risks.
Performance of the risk management and control systems
During 2023, the Management Board and Supervisory Board have evaluated the design and operation of
the Company’s risk management and control systems. Design and operation were deemed satisfactory in
responding to the principal risks identified. No major failings were observed during the past year. The
Management Board and Supervisory Board evaluate the risk management and control systems on a periodic
basis and plan to implement any improvements as necessary when they are identified.
The Company’s response to fraud risk
The Management Board of New Amsterdam Invest N.V. is aware of the inherent risk of fraud and/or bribery
that it faces, both internally and externally, in conducting its activities. In 2022, the Management Board
prepared a fraud risk analysis that showed that there is a higher-than-normal risk of non-compliance in
some areas of its operations. These risks received additional attention, making use of our internal control
measures as implemented and periodic (and unexpected) additional reviews conducted.
The Company has a set of internal control measures and compliance policies, including amongst others, an
authorization policy, sufficient level of segregation of duties, approval of bank payments, and a reporting
and monitoring framework. Our financial processes are characterized by the presence of segregation of
duties taking into account the limited size of our company. The existing measures as implemented prevents
only one person from initializing, authorizing, processing and settling transactions or liabilities and having
access to assets in an uncontrolled manner.
New Amsterdam Invest
Financial Report 2021
50
External parties must be able to trust that New Amsterdam Invest N.V. and its representatives do business
in a reliable, honest and careful manner. Therefore the Company has compiled a draft code of conduct to
be finalized and to be implemented. The importance of the code of conduct and compliance will be
periodically emphasized and will be subject of internal discussion. A confidential advisor and tipline has
been implemented in 2024. The code of conduct has been made available on our website on 29 April 2024.
Despite all internal control measures, there remains the risk of management or the board overriding internal
controls and the risk of collusion between employees. Transparent decision-making, the governance
structure, an open culture in which we dare to call each other to account, the presence of a confidential
advisor to report non-ethical actions (anonymously), periodic internal and external audits on compliance
with control measures must contribute to the instances of override of controls are detected.
Given the nature of our services the Management Board also recognises an external risk of non- compliance.
The risk analysis carried out in 2022, and consequently updated in 2023, has given us good insight into
these risks and the importance of tightening up a number of procedures.
In recent years, there have been regular reports in the media about cyber-attacks, ransomware cases and
data breaches. Given the activities of New Amsterdam Invest N.V. information security has a high priority
from the perspectives of going concern, fraud and privacy and related reputation. During daily business
operations, checks are carried out to determine whether work is being done in accordance with the relevant
provisions in this regard.
On the basis of the measures described above, the Company considers the residual risk of fraud and/or
bribery and other dishonest activities within the Company to be limited.
Going concern
The Management Board has prepared the financial statements 2023 on the basis of the going concern
assumption, which assumes that New Amsterdam Invest N.V. will continue to operate as a going concern
for the foreseeable future taken into account the following.
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. In order to maintain the
Company’s capital structure, The Company may issue new shares to maintain an optimal capital structure.
A more detailed description of the risk of going concern is included in the consolidated financial statements
on page 62.
Financial reporting process control system
The Group operates through a structure with various operating, management and holding companies
(reference is made to the section “Company structure”). The Group’s financial reporting process is aligned
with this structure. The real estate management companies report financial results of the entities and
properties under their management to the central finance department on a quarterly basis, in some case
with the help of external accounting service providers. The central finance department, led by the
Company’s finance director ad interim, reviews and consolidates this financial information. Based on the
consolidated information, the central finance department prepares internal reports for the Management
Board as well as external reports on this basis. For external reporting the Company also engages a third-
party service provider to ensure the accuracy and quality of information that is reported. The finance
director ad interim reports directly to the Management Board.
New Amsterdam Invest
Financial Report 2021
51
Statements from the Management Board
Statutory financial statements and management report
The annual report of New Amsterdam Invest N.V. for the financial year 2023, consists of the Management
Board Report, the Supervisory Board Report, the Remuneration Report, the financial statements and the
accompanying notes and the other information. The annual management report (“bestuursverslag”) within
the meaning of article 2:391 of the Dutch Civil Code (and related Decrees) comprises the sections Foreword,
Management Board Report and Governance (with the exception of the Supervisory Board Report and the
Remuneration Report). The Other Information includes the auditor’s report on the financial statements as
issued by the Company’s external auditor.
In control statement
The Company has identified the main risks it faces, including financial reporting risks. These risks can be
found in the chapter “Risks and Uncertainties” as included in this report. In line with the Dutch Corporate
Governance Code and the Dutch Financial Supervision Act (“Wet op het Financieel Toezicht”), the Company
has not provided an exhaustive list of all possible risks. Furthermore, developments that are currently
unknown to the Management Board or considered to be unlikely may change the risk profile of the Company.
The design of the Company’s internal risk management and control systems has been described in the
section “Risk Management and control systems”. The objective of these systems is to manage, rather than
eliminate, the risk of failure to achieve business objectives and the risk of material errors to the financial
reporting. Accordingly, these systems can only provide reasonable, but not absolute, assurance against
material errors. The Management Board of the Company (the “Management Board” and each member
thereof “Managing Director”) reviewed and analyzed the main strategic, operational, financial, reporting,
and compliance risks to which NAI is exposed, and assessed the design and operating effectiveness of the
risk management & control systems. The outcome of this assessment was shared with the Supervisory
Board of the Company (the “Supervisory Board” and each other thereof “Supervisory Director”).
In accordance with best practice provisions 1.4.2 and 1.4.3 of the Dutch Corporate Governance Code, the
Management Board is of the opinion that to the best of its knowledge:
• the Management Board report provides sufficient insights into any failings in the effectiveness of the
internal risk management and control systems;
• the aforementioned systems provide reasonable assurance that the financial reporting does not contain
any material inaccuracies;
• based on the current state of affairs, it is justified that the financial reporting is prepared on a going
concern basis; and
• the Management Board report refers to material risks and uncertainties relevant to the expectation of
the Company’s continuity for twelve months following the preparation of the interim financial report.
Corporate governance statement
The Management Board declares that the information required by Articles 3, 3a and 3b of the Decree on
the Management Board’s Report (“Besluit Inhoud Bestuursverslag”) is included in the chapter Governance
of this Report, to the extent that the disclosure requirements apply to the Company.
Compliance with the Corporate Governance Code
The Company complies with all the relevant best practice provisions of the Corporate Governance Code
2022, other than disclosed in the section “Corporate Governance”.
New Amsterdam Invest
Financial Report 2021
52
Responsibility statement
With reference to section 5:25c paragraph 2 sub c of the Dutch Financial Supervision Act and on the basis
of the information included in this financial report and the explanations contained in the chapter “Risk
management and control systems” and the chapter “Risks and uncertainties”, each Managing Director
declares and confirm to the best of their knowledge:
• the Company’s financial statements for 2023 provide a true and fair view of the assets, liabilities and
financial position as at 31 December 2023, and the profit or loss for 2023;
• this Report gives a true and fair view of the position of the Company and its consolidated subsidiaries
as at the balance sheet date, 31 December 2023, and the state of affairs during the financial year to
which the Report relates; and
• this Report includes a description of the principal risks and uncertainties that the Company faces.
Amsterdam, 8 May 2024
On behalf of New Amsterdam Invest N.V.
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
New Amsterdam Invest
Financial Report 2021
53
Financial Statements
New Amsterdam Invest
Financial Report 2021
54
Consolidated Financial statements 2023
Statement of Consolidated Financial Position as at 31 December 2023 55
Statement of Consolidated Profit and Loss for the year ended 31 December 2023 57
Statement of Consolidated Comprehensive Income for the year ended 31 December 2023 58
Statement of Consolidated Cash Flows for the year ended 31 December 2023 59
Statement of Consolidated Changes in Equity for the year ended 31 December 2023 60
Notes to the Consolidated Financial Statements 62
New Amsterdam Invest
Financial Report 2021
55
Statement of Consolidated Financial Position
as at 31 December 2023
(*€1,000)
Note
31 December
2023
31 December
2022
Assets
Non-current assets
Investment property
1
77,416
0
Property, plant and equipment
6
12
Deferred tax assets
2
735
0
Total non-current assets
78,158
12
Current assets
Accounts receivable
516
0
Value added tax receivable
3
10
176
Escrow account
4
0
48,436
Current account participant
17
0
7
Current account investors
17
130
0
Other assets and prepaid expenses
5
145
137
Cash and cash equivalents
6
5,490
16
Total current assets
6,292
48,772
Total assets
84,450
48,784
New Amsterdam Invest
Financial Report 2021
56
Statement of Consolidated Financial Position
as at 31 December 2023
(*€1,000)
Note
31 December
2023
31 December
2022
Equity and Liabilities
Equity
Share capital
7
247
247
Share premium
49,762
49,419
Revaluation reserve
0
0
Currency translation reserve
-610
0
General reserves
-5,970
-1,146
Attributable to owners of the parent
43,430
48,520
Non-controlling interest
840
0
Total equity
44,270
48,520
Non-current liabilities
Loans bank
8
35,393
0
Deferred tax liability
2
116
0
Total non-current liabilities
35,509
0
Current liabilities
Trade payables
136
20
Tax liabilities
9
105
0
Current account related party
17
0
104
Deferred rental income
760
0
Loan related party USA
8,17
2,201
0
Other short-term liabilities
1,468
140
Total current liabilities
4,671
264
Total liabilities
40,180
264
Total equity and liabilities
84,450
48,784
New Amsterdam Invest
Financial Report 2021
57
Statement of Consolidated Profit and Loss
for the year ended 31 December 2023
(*€1,000)
Note
2023
2022
Rental income
10
4,586
0
Direct related costs
-861
0
Net Rental income
3,725
0
Revaluation of investment property
1
4,929
0
Legal and professional fees
11
1,137
55
Personnel expenses
12
665
1,592
Administrative and overhead expenses
11
708
129
General expenses
11
256
271
Other expenses
11
852
0
Total expenses
8,547
2,047
Operating result
-4,823
-2,047
Financial income and expense
13
-578
-33
Result before tax
-5,401
-2,080
Income tax
14
605
0
Result for the period
-4,796
-2,080
Result attributable to:
Shareholders
-4,907
-2,080
Non-controlling interest
111
0
Result for the period
-4,796
-2,080
Basic earnings per share (*€1)
15
-0.97
-0.42
Diluted earnings per share (*€1)
15
-0.97
-0.42
New Amsterdam Invest
Financial Report 2021
58
Statement of Consolidated Comprehensive Income
for the year ended 31 December 2023
(*€1,000)
Note
2023
2022
Result for the period
-4,796
-2,080
Items which may be recycled to profit or loss (net of
tax)
Exchange differences
-693
0
Total comprehensive income
-5,489
-2,080
Attributable to:
Shareholders
-5,517
-2,080
Non-controlling interest
28
0
Total comprehensive income
-5,489
-2,080
New Amsterdam Invest
Financial Report 2021
59
Statement of Consolidated Cash Flows
for the year ended 31 December 2023
(*€1,000)
Note
2023
2022
Operating activities
Result before tax
-5,401
-2,080
Adjustments
Depreciation
7
6
Share-based payment expense
12
84
1,416
Revaluation of investment property
1
4,929
0
Financial income and expense
537
33
Total adjustments
5,557
1,455
Changes in working capital
Increase current liabilities
1,123
57
Increase current assets excluding cash and cash
equivalents
152
-186
Increase in trade payables
-61
0
Total changes in working capital
1,214
-129
Cash generated from/(used in) operations
1,370
-754
Interest paid
-816
0
Interest received
514
0
Income taxes paid
0
0
Cash flow from operating activities
1,068
-754
Investing activities
Investments in investment property, net of cash
acquired
1
-54,093
0
Investments in property, plant and equipment
-1
-1
Release from escrow account
4
48,437
0
Cash flow from investing activities
-5,657
-1
Financing activities
Proceeds from additional promoter contribution
7
335
747
Repayment of current account related party
-104
0
Proceeds from loans
8
33,827
0
Repayment of loans
8
-23,956
0
Cash flow from financing activities
10,102
747
Movement Cash and cash equivalents
5,513
-8
Cash and cash equivalents as at 1 January
16
24
Exchange differences
-39
0
Cash and cash equivalents as at 31
December
5,490
16
New Amsterdam Invest
Financial Report 2021
60
Statement of Consolidated Changes in Equity
for the year ended 31 December 2023
(*€1,000)
Share
capital
Share
premium
Currency
Translation
Reserve
General
reserve
Total
attributable to
shareholders
Non-
controlling
interest
Total
Equity
247
49,419
0
-1,146
48,520
0
48,520
Balance at 31 December
2022
Result for the year
0
0
0
-4,907
-4,907
111
-4,796
Other comprehensive
income
0
0
-610
0
-610
-83
-693
Total comprehensive
income
0
0
-610
-4,907
-5,517
28
-5,489
Non-controlling interest
acquired
0
0
0
0
0
812
812
Additional promoter
contribution
0
343
0
0
343
0
343
Equity settled share-based
payments
0
0
0
84
84
0
84
Balance at 31 December
2023
247
49,762
-610
-5,970
43,430
840
44,270
New Amsterdam Invest
Financial Report 2021
61
Statement of Consolidated Changes in Equity
for the year ended 31 December 2022
(*€1,000)
Share
capital
Share
premium
Currency
Translation
Reserve
General
reserve
Total
attributable to
shareholders
Non-
controlling
interest
Total
Equity
247
48,672
0
-482
48,437
0
48,437
Balance at 31
December 2021
Result for the year 2022
0
0
0
-2,080
-2,080
0
-2,080
Other comprehensive
income for the year
0
0
0
0
0
0
0
Total comprehensive
income
0
0
0
-2,080
-2,080
0
-2,080
Additional promoter
contribution
0
747
0
0
747
0
747
Equity settled share-
based payments
0
0
0
1,416
1,416
0
1,416
Balance at 31
December 2022
247
49,419
0
-1,146
48,520
0
48,520
New Amsterdam Invest
Financial Report 2021
62
Notes to the Consolidated Financial Statements
General information
New Amsterdam Invest N.V. (hereafter referred to as “NAI” or the “Company”) is a publicly traded company
incorporated under Dutch law (‘naamloze vennootschap’), with its corporate seat (‘statutaire zetel’) in
Amsterdam, the Netherlands. The Company was incorporated on 19 May 2021 by New Amsterdam Invest
Participations B.V. (hereafter referred to as “NAIP”) and is registered with the Trade Register of the Chamber
of Commerce under the registration number 82846405. As of 6 July 2021, the Company is listed on Euronext
Amsterdam. The address of the Company’s registered office is Herengracht 280, 1016BX.
The principal activities of the Company and its subsidiaries (“the Group”) are to drive businesses in the real
estate sector (mainly offices), with principal operations in Europe, including the Netherlands, Germany, the
United Kingdom and the United States of America. The Group is principally involved in leasing investment
property under operating leases. After acquisition, property management will be transferred to Group
companies.
The information and figures in these financial statements are presented in euros (*€ 1,000). All amounts
have been rounded to the nearest thousand unless otherwise indicated. The consolidated financial
statements for the year ended 31 December 2023 were authorized for issue by the Supervisory Board on 8
May 2024 and will be presented to the shareholders for approval on 21 June 2024. These are the Group’s
first consolidated financial statements. The comparatives pertain to the year ended 31 December 2022 and
pertain only to the Company as it did not have any subsidiaries yet in the comparative period. The financial
statements have been audited by the Company’s statutory auditor.
Basis of preparation
The financial statements have been prepared in accordance with the International Financial Reporting
Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and endorsed by the
European Union, and Title 9 of Book 2 of the Dutch Civil Code (DCC).
Going concern
At the time of authorizing the financial statements for issue, the Management Board has a reasonable
expectation that the Group will have adequate resources to continue in operational existence for the
foreseeable future. Thus they have applied the going concern basis of accounting in preparing these
consolidated financial statements.
The Company has taken into account both operational and financial aspects and has drawn up a plan in
which the foreseeable business processes and their continuity are closely monitored. The most important
key figures in the context of the going concern assumption as on 31 December 2023 are as follows:
(*€1,000) 31 December 2023 31 December 2022 Equity 44,270 48,520 Result -4,796 -2,080 Working capital 1,621 72 Solvency 52.42% 99.46% Liquidity: Cash generated from/(used in) operations 1,370 -754 Cash and cash equivalents 5,490 16
New Amsterdam Invest
Financial Report 2021
63
Implications of new, amended and improved standards
New and amended IFRS Accounting Standards that are mandatorily applicable for the current
year
Amendments to IAS 1 Presentation of Financial Statements
The group has adopted the amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting
Policies. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies,
replacing all instances of the term ‘significant accounting policies’ with ‘material accounting policy
information’. Accounting policy information is material if, when considered together with other information
included in an entity’s financial statements, it can reasonably be expected to influence decisions that the
primary users of general-purpose financial statements make on the basis of those financial statements.
New and amended IFRS Accounting Standards that are not yet mandatorily applicable for the
current year
As of the date when the Company's financial statements for the financial year 2023 were authorized for
issue, there are no other new or revised IFRS Standards (endorsed or not yet endorsed), that are expected
to have a material impact on the Company in the current or future reporting periods, or on foreseeable
future transactions. The Company has not early-adopted any new or revised IFRS Standards.
Significant accounting estimates and judgements
The preparation of the consolidated financial statements involves making judgments, estimates and
assumptions with respect to the recognition and measurements of assets, liabilities, income and expenses.
Estimates and judgements will be continually evaluated based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. In the
future, actual experience may differ from these estimates and assumptions. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
For more detailed information, we refer to the applicable notes.
Significant judgments
Assessment whether a business has been acquired by the Company
A business combination is a transaction or other event in which the Company obtains control of one or more
businesses. The Company applies the purchase method of accounting to such transactions.
The Management Board has assessed whether the acquired investment properties or acquired group
companies including their properties (reference is made to note 1) constitute a business or businesses and
has concluded that this is not the case. In reaching this conclusion, the Management Board has considered
that substantially all of the fair value of the gross assets acquired in these transactions is concentrated in a
single identifiable asset or group of similar identifiable assets, being the investment properties. Therefore,
the Company has not applied the purchase method of accounting to the transaction referred to as the
Business Combination as well as subsequent acquisitions of investment properties.
The Warrants
The Warrants issued classify as equity. The Warrants are subject to anti-dilution provisions in accordance
with the terms and conditions set out in the Prospectus. Because the anti-dilution provisions attempt to put
the holders of the Warrants in the same economic position relative to ordinary shareholders after the
restructuring, the Company concludes that the fixed-for-fixed criterium is met.
New Amsterdam Invest
Financial Report 2021
64
Treasury Shares
The Company was incorporated on 19 May 2021, by New Amsterdam Invest Participaties B.V. (NAIP), issuing
1,275,000 ordinary shares with a nominal value of € 0.04 in total € 51,000. On July 8th, 2021, the Company
repurchased from NAIP 1,127,693 Ordinary Shares against no consideration. The promoter contribution as
agreed at incorporation was aggregated to the amount of € 750,000. The repurchase of shares was done
anticipating on the conversion of warrants and promoter shares at business combination date, hence by
repurchasing the shares the Company ensured a sufficient level of shares in view of the automatic warrant
conversion. The repurchase was done against no consideration so that the share capital of the Company
would not be diluted. As a consequence, they have been deducted from equity at the amount of the
consideration paid, being nil. As long as these Ordinary Shares are held in treasury by the Company, they
do not yield dividends, do not entitle the holders to voting rights, and do not count towards the calculation
of dividends or voting percentages.
Transaction costs
Only incremental costs that are attributable directly to equity transactions such as issuing equity
instruments are recognized in equity. In 2021, the Company issued new shares and simultaneously listed
these shares. The following incremental costs were recognized in equity:
• fees for legal and tax advice related to the share issue;
• the cost of preparing the prospectus;
• fees incurred in respect of valuing the shares; and
• underwriting fees.
In 2023, significant costs were incurred for preparation of the Circular. As these costs were not
incremental to the issue of any equity instruments, these were expensed in the income statement.
Classification of ordinary shares, promoter shares and priority shares as equity
In prior years, the Company identified the classification of the ordinary shares, promoter shares and the
priority shares as equity instruments as significant judgments. This was due to the redemption features in
the event of a business combination occurring or not occurring, as well as the assessment of whether such
redemption was at the discretion of the Company.
The Escrow Account
In the previous year, based on the Company’s assessment and as a consequence of the restrictions agreed
upon for this account, the Escrow account could not be considered a demand deposit as amounts could only
be withdrawn in specific circumstances. The Company’s Escrow Agent would only instruct the Escrow
Foundation to release the Escrow Amount to the Company in certain circumstances as referred to in our
annual report 2022. Therefore, the Company concluded that the amounts on the Escrow account should not
be classified as cash and cash equivalents, as they are not held for the purpose of meeting short-term cash
commitments. The Escrow account balance as at 31 December 2022 was therefore recognized as other
financial assets within current assets.
The Escrow account has been released to the Company starting 2 June 2023, and as such this no longer
constitutes a significant judgment as at 31 December 2023.
Significant estimates
Valuation of investment properties
Fair value is the market value that would be paid by market participants at the measurement date and
adjusted, if necessary, for the differences in the nature, location or condition of the specific asset. Fair values
of investment properties are determined by the Management Board based on appraisals that are performed
by professional independent certified appraisers who hold recognized professional qualifications and have
experience in the location and category of the investment property being valued. A full valuation is
performed every other year and/or in case of a triggering event, and a desktop review is performed at least
annually.
The independent appraisers are instructed to determine the fair value of the property in accordance with
the International Valuation Standards (IVSC). These guidelines contain mandatory rules and best practice
guidelines for valuers. The remuneration of the appraisers is based on a fixed fee per property.
Appraisals are based on assumptions that include the estimated rental value of the property in operation,
net rental income, future capital expenditure and the net market yield of the property. As a result, the value
of the property in operation is subject to a degree of uncertainty. The actual outcomes may therefore differ
from the assumptions. This may have a positive or negative effect on the value of the property in
operation, and consequently on the result.
New Amsterdam Invest
Financial Report 2021
65
For further details on the valuation of investment properties, reference is made to note 1.
Valuation of VAT receivable
At the end of 2022, the Company was informed by the Dutch tax authority that the Company is not taxable
for VAT purposes. As a consequence, the total amount of the refunded tax for periods to 31 December 2023
of € 340k is therefore potentially repayable to the tax authorities. The Company does not agree with this
decision and is still confident that the tax authority will reconsider its position but has nonetheless impaired
its receivable. Further details are provided in note 3.
Valuation of deferred tax assets
The Company recognizes deferred tax assets arising from tax losses carried forward and deductible
temporary differences, to the extent that it is probable that sufficient future taxable profits will be available
against which the deductible temporary differences and tax losses carried forward can be utilized. Assessing
the probability of future taxable profits involves significant estimation uncertainty as it requires forecasting
taxable income and deductible expenses, while taking into account the horizon to utilize tax losses carried
forward. Further details are provided in note 2.
Material accounting policies
The material accounting policies adopted in the preparation of the consolidated financial statements are set
out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of consolidation
As a result of the Company’s recent acquisitions (reference is made to note 1), it is the first time that the
Company presents consolidated financial statements.
The consolidated financial statements incorporate the financial information of the Company and entities
controlled by the Company (its subsidiaries). Control is achieved when the Company:
• Has the power over the investee;
• Is exposed, or has rights, to variable returns from its involvement with the investee; and
• Can use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of
during the year are included in profit or loss from the date the Company gains control until the date when
the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial
statements of subsidiaries to align the accounting policies with the Group’s accounting policies. All intragroup
assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members
of the Group are eliminated on consolidation.
Non-controlling interests in subsidiaries are recognized separately from the equity of the subsidiaries owned
by the Group. Non-controlling interests of shareholders who possess present ownership interests that entitle
them to a proportionate share of the net assets upon liquidation may be initially measured at fair value or
at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets.
The choice of measurement is made on a case-by-case basis. After acquisition, the carrying amount of non-
controlling interests is the amount of those interests at initial recognition plus the non-controlling interests'
share of subsequent changes in equity.
Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). The
consolidated financial statements are presented in euros, which is the Company’s functional currency and
the Group’s presentation currency. The Company has determined that it operates as an independent investor
from its subsidiaries (with functional currencies different from the euro) rather than an extension of its
subsidiaries, and accordingly has assessed that the Company’s functional currency is the euro, being the
currency in which funds from financing activities are generated and cash is typically retained, given the lack
of operational activities at the standalone holding level.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities
New Amsterdam Invest
Financial Report 2021
66
denominated in foreign currencies are recognized in the income statement within financial income and
expenses.
For the purpose of preparing the consolidated financial statements, the assets and liabilities of the Group's
foreign operations are converted into the reporting currency at the exchange rates prevailing on the
reporting date. Income and expense items are converted at the average exchange rates for the period,
unless the exchange rates fluctuate significantly throughout that period, in which case the exchange rates
at the date of the transactions are used. Any differences that arise from these conversions are recognized
in other comprehensive income and are accumulated in the currency translation reserve within equity. These
differences are also attributed to non-controlling interests when appropriate. When the Group disposes of a
foreign operation (i.e., a disposal of the Group's entire interest in a foreign operation or a disposal involving
the loss of control over a subsidiary that includes a foreign operation or a partial disposal of an interest in a
joint arrangement or an associate that includes a foreign operation, of which the retained interest becomes
a financial asset), all of the exchange differences accumulated in the currency translation reserve relating
to that operation are reclassified to profit or loss.
Acquisitions of investment property
Upon acquiring an investment property or, alternatively, control over a subsidiary that owns an investment
property, the Company assesses whether such a transaction constitutes a business combination. In making
this assessment, on a case-by-case basis, the Company may consider if substantially all of the fair value of
the gross assets acquired in the transactions is concentrated in a single identifiable asset or group of similar
identifiable assets, typically being the investment property.
When a transaction is deemed not to qualify as a business combination, the Company treats the identifiable
acquired assets and liabilities of the investee in accordance with the relevant accounting policies. The
consideration transferred in the transaction is then allocated to the individual identifiable assets and liabilities
on the basis of their relative fair values at the date of purchase. No goodwill arises as a consequence of such
a transaction or event.
Investment property
Investment property, held to earn rental income and/or capital appreciation (including property under
construction for such purposes), is measured initially at cost, including transaction costs. Transaction costs
include legal fees, property transfer tax and other costs that are directly attributable to the acquisition of
the property. It is subsequently measured at fair value at each financial position date. Gains or losses arising
from changes in the fair value of investment property are included in profit or loss in the period they arise.
Investment property is derecognized if disposed of or permanently withdrawn from use with no future
economic benefits expected. Any gain or loss arising on the derecognition of the investment property
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in profit or loss in the period in which the property is derecognized.
Lessor accounting
The Group concludes leases for its property as a lessor. Lease contracts in which the Group is a lessor are
classified as financial or operational leases. When the conditions of the lease indicate that virtually all risks
and benefits of ownership are transferred to the lessee, the contract is classified as a financial lease. All
other lease contracts are classified as operational leases. The Group lets its property in the form of
operational leases.
Rental income from operational leases is recognized straight-lined over the duration of the relevant lease.
Such income is classified as revenue in the income statement. Initial direct costs incurred in the acquisition
of the operational lease are added to the book value of the leased assets and recognized straight-lined over
the lease term as a charge. Rent-free periods, lease discounts and other lease incentives are recognized as
an integral part of total gross rental income. If a contract contains both lease and non-lease components,
the Group applies IFRS 15 to allocate the fee based on the contract to each component.
Revenue from service charges
The Group recognizes revenue from non-lease components included in contracts with tenants. Where there
are service contracts with third parties (for which the costs are recognized and classified as direct related
costs in the income statement), service charges are recovered from tenants. The service charge is priced
and contracted based on market prices relevant to the location. The services are included in the lease
agreement and mainly relate to insurance, energy, cleaning and security services. The service charge income
is recognized as control over the service is transferred to the tenant, which is evenly over time of the service
rendered as the tenant simultaneously receives and consumes the benefits from the provided service. This
coincides with the payments made by tenants for the services charges. As such, the Company’s
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right to consideration corresponds directly with the value to the customer of the Company’s performance to
date. Therefore, the Company applies the practical expedient provided by IFRS 15 to recognize revenue
from service charges in the amount to which the Company has a right to invoice. Revenues from service
charges are presented as gross revenues when the Company acts as a principal.
Financial instruments
Financial assets and financial liabilities are recognized in the Company’s statement of financial position when
the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities
at fair value through profit or loss are recognized immediately in profit or loss.
Subsequent to initial recognition a financial asset that is a debt instrument is classified as either at amortized
cost, at fair value through other comprehensive income or at fair value through profit or loss. The Company
currently only has financial assets in the first category. Interest income from these financial assets is
included under financial income in the income statement. The Company assesses on a forward-looking basis
the expected credit losses associated with its debt instruments carried at amortized cost, applying a three-
stage impairment model. For lease receivables and receivables from service contracts, lifetime expected
credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 ‘Financial
Instruments’).
Loans, borrowings, accounts payable and other financial liabilities are presented as current liabilities when
the Company does not have the unconditional right to defer settlement for at least twelve months after the
reporting period. After initial recognition, financial liabilities are subsequently measured at amortized cost
using the effective interest rate method. Interest expenses under the application of the effective interest
rate method are included under financial expenses in the income statement.
Financial assets and liabilities are derecognized when the contractual rights or obligations to the cash flows
discharged, cancelled or expired, or a financial asset is transferred, and the transfer qualifies for
derecognition.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value.
Income taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income,
based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused tax losses carried forward.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the reporting date in the countries where the Company and its subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority
will accept an uncertain tax treatment.
Deferred income tax is provided in full on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss (i.e.,
the acquisition of investment property in a transaction that is not a business combination).
Deferred tax is calculated at the tax rates that are expected to apply in the period when the asset is realized
based on tax laws and rates that have been enacted or substantively enacted at the reporting date. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
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A deferred tax asset is recognized for all deductible temporary differences and tax losses carried forward to
the extent that it is probable that taxable profit will be available against which the deductible temporary
difference can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Cash flow statement
The Group reports cash flows from operating activities using the indirect method. Interest received and
interest paid are presented within operating cash flows. The acquisitions of investment properties are
disclosed as cash flows from investing activities as this most appropriately reflects the Group’s business
activities.
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Financial risk management
The Company’s Management Board has the overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Company’s risk management policies are established to
identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor
risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions.
Starting 2 June 2023 the Company has business activities. As such the credit, liquidity and market-risk
changed during the financial year 2023 from limited-medium to medium. Up till now the Company has not
used foreign exchange contracts and/or foreign exchange options and does not deal with such financial
derivatives.
On the balance sheet date, financial instruments if applicable are reviewed to see whether or not an objective
indication exists for the impairment of a financial asset or a group of financial assets.
Fair value measurement
A number of assets and liabilities included in the Group’s financial statements require measurement at,
and/or disclosure of, fair value. The fair value measurement of the Group’s financial and non-financial assets
and liabilities utilizes market observable inputs and data as far as possible. Inputs used in determining fair
value measurements are categorized into different levels based on how observable the inputs used in the
valuation technique utilized are (the ‘fair value hierarchy’):
• Level 1: Quoted prices in active markets for identical items (unadjusted)
• Level 2: Observable direct or indirect inputs other than Level 1 inputs
• Level 3: Unobservable inputs (i.e., not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a
significant effect on the fair value measurement of the item. Transfers of items between levels are
recognised in the period they occur.
The only item in the statement of financial position at the end of either period presented in these
consolidated financial statements that are carried at fair value on a recurring on non-recurring basis are the
investment properties. These are carried at fair value on a recurring basis. For details on the fair value
measurement, reference is made to note 1.
Classification of financial assets and liabilities
Financial assets and liabilities that are recognized on the statement of financial position are classified in
the following table, also disclosing the fair value of instruments that are carried at amortized cost:
Carried at amortized cost Fair value (*€1,000) 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Financial assets Accounts receivable 516 0 516 0 Escrow account 0 48,436 0 48,436 Current account participant 0 7 0 7 Current account investors 130 0 130 0 Other financial assets 145 137 145 137 Total financial assets 791 48,580 791 48,580 Financial liabilities Loans bank 35,393 0 35,393 0 Trade payables 136 20 136 20 Current account related party 0 104 104 Loan related party USA 2,201 0 2,201 0 Other financial liabilities 1,468 140 1,468 140 Total financial liabilities 39,198 264 39,198 264
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Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet
its contractual obligations and arises principally from the Company’s receivables. The Company’s credit risk
mainly relates to its accounts/lease receivables and the cash and cash equivalents that are placed with a
number of banks.
The Company manages the exposure on its cash and cash equivalents placed with banks by only working with
reputable banks that have proven in the past to be financially stable, have appropriate licenses to operate and
are under the supervision of regulatory authorities.
The credit risk arising from accounts/lease receivables is limited by carefully screening potential tenants in
advance. Security is also required from tenants in the form of guaranteed deposits or bank guarantees and
rents are paid in advance. As the Company has measures in place that reduce the credit risk exposure to a
sufficiently low level, it has not insured its receivables. Instead, in the event of (expected) collectability issues
or defaults, this is reflected in the lifetime expected credit losses that are recognized on the relevant receivables
to cover the potential loss. Loss rates are determined based on expectations on economic downturn and review
of the tenant portfolio as at the balance sheet date. In measuring expected credit losses, receivables are
grouped according to their ageing profile. Based on this ageing profile, any significant increase in credit risk
since initial recognition is determined. As at 31 December 2023, the Company has recognized expected credit
losses on its accounts receivable of € 50k.
The Company’s maximum exposure to credit risk equals the outstanding balance of its financial assets.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective
when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation. As at 31 December 2023, the Company
has sufficient funds and borrowing capacities. Ultimate responsibility for liquidity risk management rests
with the Management Board, which has established an appropriate and also practical liquidity risk
management procedure regarding Company’s short and medium-term funding and liquidity. The Company
manages liquidity risk by maintaining reserve borrowing facilities and by continuously monitoring forecast
and actual cash flows.
The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative
financial liabilities (the Company currently does not have derivative financial liabilities), classified by their
maturity, being the earliest date on which the Company can be required to settle the liability. These analyses
include both interest and principal cash flows.
Short term Long term Total (*€1,000) >1 year <5 31 December < 1 year > 5 years years 2023 Loans bank – principal amounts 0 24,165 11,592 35,757 Loans bank – interest payable 2,459 9,566 1,929 13,954 Trade payables 136 0 0 136 Loan related party USA 2,201 0 0 2,201 Other financial liabilities 1,468 0 0 1,468 Total 6,264 33,731 13,521 53,516
Short term Long term Total (*€1,000) >1 year <5 31 December < 1 year > 5 years years 2022 Trade payables 20 0 0 20 Current account related party 104 0 0 104 Other financial liabilities 140 0 0 140 Total 264 0 0 264
Market risk
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Market risk is the risk that changes in market prices – e.g., interest rates, currency rates and equity prices
– will affect the Company’s income or the value of its financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing
the return.
Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Group operates in various currency environments and is exposed
to foreign exchange risks, mainly with respect to the US Dollar and Great British Pound. The Group currently
does not hedge the foreign exchange risks associated with its net investments in foreign operations, and
accordingly does hold any foreign currency derivatives.
The following exchange rates against the euro, were used for these consolidated financial statements:
31 December Business 31 December 2023 Combination date 2022 (2 June 2023) US Dollar (USD) 0.87 0.86 n/a Great British Pound (GBP) 1.10 1.07 n/a
The following table details the sensitivity of consolidated equity and net income had the year-end exchange
rates varied by a reasonably possible change in such rates – all other variables held constant. For purposes of
the sensitivity analysis, financial instruments are only considered sensitive to foreign exchange rates when
they are not denominated in the functional currency of the group company holding the relevant financial
instrument. The impact on year-end equity excludes the impact on profit or loss. The currency risk mainly
arises from intercompany loans provided to the UK and US subsidiaries in Great British Pounds and US Dollars,
respectively, that form part of the net investment in the subsidiaries for which the exchange differences are
recognized in equity through other comprehensive income. To a lesser extent, currency risk arises from the
current accounts with said subsidiaries as well as Great British Pound and US Dollar bank account balances,
on which exchange differences are accounted for through profit or loss.
2023 2022 (*€1,000) Impact on Impact on Impact on Impact on profit or loss y/e equity profit or loss y/e equity GBP + 10% 581 3,912 0 0 GBP – 10% -529 -3,557 0 0 USD + 10% 5 202 0 0 USD – 10% -5 -183 0 0
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
due to changes in market interest rates. The Company is mainly exposed to interest rate risk from its long-
term borrowings. It manages interest risk through agreeing such borrowings at fixed interest rates where
possible or as deemed appropriate.
As a consequence, for fixed interest loans, the risk related to future cash flows is mitigated, though the
Company is exposed to the risk that the fair value of such borrowings will fluctuate. This risk is not expressed
in these financial statements since the borrowings are carried at amortized cost.
As at year-end 2023, the Company is exposed to interest rate risk from its loan from Banco Santander,
which is agreed at a variable rate. The following table details the sensitivity of consolidated equity and net
income had the interest rate varied by a reasonably possible change in such rate – all other variables held
constant. The impact on year-end equity excludes the impact on profit or loss.
2023 2022 (*€1,000) Impact on Impact on Impact on Impact on profit or loss y/e equity profit or loss y/e equity Interest +100bp -275 0 0 0 Interest -100bp 275 0 0 0
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Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices, other than arising from currency risk or interest rate risk. Based on
the Company’s activities, it has not identified exposure to other forms of price risk such as commodity price
risk or equity price risk.
Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. The Company considers
its equity as its capital. In order to maintain the Company’s capital structure, the Company may issue new
shares to maintain an optimal capital structure.
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1. Investment property
Movements in investment property during the year were as follows:
Investments
On 2 June 2023, the Company’s shareholders approved the proposed Somerset Group Business
Combination. Following the approval, the Company incorporated/ acquired the following companies:
(1) Somerset Park B.V. was incorporated as a Dutch private company with limited liability;
(2) Somerset Park B.V. acquired Somerset Park Holding UK Ltd (a limited liability company) and Somerset
Park Holding USA LLC;
(3) Somerset Park Holding UK Ltd acquired the following UK private limited company’s: Somerset Land
and Property Ltd, Glasgow Land and Property Ltd, Sutherland Land and Property Ltd, Edinburgh Land
and Property Ltd and Somerset Park Property Management Ltd;
(4) Somerset Park Holding USA LLC acquired SP Property Management US and MACE Investments II LLC,
which owns 71.25% of Interra One Park Ten LLC.
Subsequently, Sutherland Land and Property Ltd purchased the property Sutherland House in Glasgow, and
Glasgow Land and Property Ltd purchased the property Blythswood Square in Glasgow. More information
on these acquisitions is provided in note 17.
On 13 July 2023, Forthstone Land & Property Ltd has been incorporated by Somerset Park Holding UK Ltd.
On 25 September 2023, Forthstone Land & Property Ltd acquired the property Forthstone, South Gyle
Business Park, Edinburgh (”Forthstone”) in the UK. 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 an exceptional standard and provides modern, Grade A open-plan
office space 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 foot for the office space and £ 10.50
per square foot for the reception area. The lease benefits from OMRV rents reviews. The total consideration
for Forthstone, including transaction costs, amounts to € 11,127k (£ 9,667k) and has been financed with a
combination of equity (available in cash) and debt (LTV loan).
The investment property consists of five properties in the United Kingdom and one property in the United
States of America, held by local group companies.
The breakdown of the investments per property is as follows:
(*€1,000) 31 December 31 December 2023 2022 Somerset House, Birmingham 16,841 0 Interra One Park Ten, Houston 17,948 0 Travelodge, Edinburgh 11,569 0 Sutherland House, Glasgow 10,475 0 Blythswood Square, Glasgow 10,360 0 Forthstone, Edinburgh 10,222 0 Total investments 77,416 0
(*€1,000) 2023 2022 Balance as at 1 January 0 0 Investments at full costs 83,182 0 Expenditure after acquisition 237 0 Revaluation of investment property, based on appraisals -4,929 0 Foreign currency translation -1,074 0 Balance as at 31 December 77,416 0
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The investments can be reconciled to the cash flow statement as follows:
(*€1,000) 2023 2022 Cost of the investment properties at acquisition 78,446 0 Transaction costs 4,737 0 Full cost 83,182 0 Less: Other net assets (liabilities) acquired -28,514 0 Less: Non-controlling interest recognised -812 0 Plus: Expenditures after acquisition 237 0 Cash outflow as per cash flow statement 54,093 0
The cash outflow as per the cash flow statement is presented net of cash and cash equivalents acquired of
€ 461k. The other net assets (liabilities) acquired can be specified as follows:
(*€1,000) 2023 2022 Non-current assets 129 0 Current assets 625 0 Trade payables -209 0 Other short-term liabilities -915 0 Bank loan -11,679 0 Loan related party USA -2,261 0 Vendor loan -14,204 0 Total other net assets (liabilities) acquired -28,514 0
Revaluation
The fair values of investment property classify as level 3 valuations in the fair value hierarchy. For further
details on the valuation methodology of investment properties, reference is made to the disclosure of
significant estimates. Management has made use of independent external expert appraisers in determining
the fair values of the investment properties. These experts have applied models to determine the fair value
using an income approach, based on the contracts with tenants. The most important principles and (ranges
of) assumptions used in determining the fair values are as follows:
31 December 31 December 2023 2022 Combined appraisal value (€*1,000) 77,416 0 Market rent per sqm (€) 151 – 378 n/a Weighted average lease term in years 3 – 21 n/a Net yield 6.5% - 9.0% n/a
As a result of the revaluation of the investment properties as at the balance sheet date, transaction costs
that were incurred on investments and initially recognized as part of the cost of the investment property,
are effectively recognized directly in profit or loss as part of the revaluation result. This accounts for a
significant portion of the revaluations recognized in 2023.
Being a level 3 valuation, the valuation of investment properties is highly dependent on unobservable inputs.
As a result, the fair value of the investment properties is sensitive to a change in those inputs. To this end,
we note that some of the Company’s investment properties are multi-tenant properties with long-term lease
contracts. In addition, lease terms tend to be long. This reduces the sensitivity of the fair value to vacancy,
frequent changes in lease contracts and market rents, which in turn are interrelated with the net yield of a
property.
2. Deferred tax assets and liabilities
The current tax is based on the taxable result per entity for the reporting period. Up to 31 December 2023
New Amsterdam Invest N.V. recognized losses.
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the deductible temporary difference can be utilized.
Based on the prudential principle, the Company had not recognized a deferred tax asset on the decreased
valuation of its investment properties up until 30 June 2023. As at 31 December 2023, the Company has
re-assessed this and has concluded that convincing evidence exists to support the recognition of deferred
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tax assets, on account of the cash flow forecasts of the Company’s investment properties and corresponding
forecasted taxable results.
Deferred taxes have been accounted for based on a tax rate of 25.8% (or 19% for expected profits up to €
200k) in the Netherlands, 25% in the United Kingdom and 26% in the United States.
The breakdown of the deferred tax position, per class of underlying temporary difference or unused tax
losses carried forward, is as follows:
31 December 31 December (*€1,000) 2023 2022 Tax losses carried forward 735 0 Total deferred tax asset 735 0 Investment properties -116 0 Total deferred tax liability -116 0 Net deferred tax position 619 0
The Group has recognized deferred tax losses in relation to tax losses carried forward for an amount of €
1,957k in the Netherlands (carried forward indefinitely) and € 919k in the United Kingdom (carried forward
indefinitely).
As at 31 December 2023, the total amount of unused tax losses and deductible temporary differences for
which no deferred tax asset has been recognized amounts to € 4,914k. This pertains to deductible temporary
differences on the investment properties in the UK as future taxable profits against which these can be
realized are deemed insufficiently certain.
As at 31 December 2022, the total amount of unused tax losses and deductible temporary differences for
which no deferred tax asset had been recognized amounted to € 2,081k. This pertained to tax losses carried
forward.
The movements in the deferred tax position during the year are detailed in the following table:
(*€1,000) 2023 2022 Balance as at 1 January 0 0 Recognized in profit or loss 605 0 Currency translation differences recognized in OCI 15 0 Balance as at 31 December 619 0
3. Value Added Tax
For the period to 02 June 2023, being the date of the acquisition of the investment properties, the Company
did not have revenue, and as a result, the Company had only refundable value added tax returns to submit.
The Company provided the tax authorities with the quarterly tax returns on time. Since 2021 the Company
received a refundable amount regarding the tax returns to the amount of € 43k. The main receivable at
balance sheet date amounts to € 340k outstanding (31 December 2022: € 176k), of which € 330k has been
impaired (31 December 2022: nil).
In 2021 the Company was informed by the tax authorities that they want to review the position of the SPAC
to consider whether it is taxable under value added tax. At the end of 2022, the Company was informed by
the tax authorities that New Amsterdam Invest N.V. is not taxable under VAT. The Company does not agree
with this decision and will continue to challenge the tax authorities on this. The receivable has been impaired
accordingly, with the expense recognized as part of the Other expenses in the income statement.
4. Escrow account
At settlement date the Company issued 2,455,125 Units against € 20 per Unit, consisting of 4,910,250
Ordinary Shares against a price of € 10 per share and 2,455,125 IPO-warrants and 2,455,125 BC Warrants.
The amount received € 49,102,500 less an amount of € 500,000 (the “Reserved Amount”) has been
transferred directly to the Company’s Escrow Account.
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The company agreed upon an Escrow Agreement dated 22 June 2021. A number of the Specific terms and
conditions, and processes managing the liquidity, is disclosed in the company’s financial statements 2022.
On June 2, 2023 after the shareholders approved the Somerset Park Business Combination, the Escrow
account was released and the remaining balance on the date of the financial position is now classified as
cash and cash equivalents. The release is presented as a cash flow from investing activities in the cash flow
statement.
The movements are as follows:
(*€1,000) Balance as at 19 May 2021 0 Proceeds from investors 48,602 Negative interest, period 1 July 2021 to 31 December 2021 -133 Balance as at 31 December 2021 48,469 Negative interest, period 1 January 2022 to 31 December 2022 -33 Balance as at 31 December 2022 48,436 Positive interest 501 Received in cash (including interest received) -48,937 Balance as at 31 December 2023 0
5. Other assets and prepaid expenses
Items recognized within other assets and prepaid expenses fall due in less than one year. The fair value of
the receivables approximates their carrying amount.
6. Cash and Cash Equivalents
Cash and cash equivalents relate to current bank accounts. These accounts are available for use by the
company and can be qualified as unrestricted.
7. Equity
Share capital
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.
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Number of shares
31 31 December December Type of shares % 2023 2022 Ordinary Shares issued to investors, admitted listing and 74.6 3,910,250 3,910,250 trading Ordinary Shares issued to the Promoters (Cornerstone 24.0 1,257,789 1,000,000 Investment), admitted to listing and trading Promoter shares 1.4 73,653 147,307 Priority Shares issued to Sichting Prioriteit New Amsterdam 0.0 5 5 Invest 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.
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.
Share premium
The share premium reserve relates to contribution on issued shares in excess of the nominal value of the
shares (above par value), and further relates to the contribution regarding the warrants.
During the year the Company received, as requested, an amount of € 350k from the Promoters (2022: €
768). Part of this amount is used to fund the running costs of 2023, and, in line with the Prospectus,
accounted for as share premium at the amount of € 343k (2022: € 747k).
Non-controlling interests
The Group’s subsidiary Interra One Park Ten LLC, with its principal place of business in the United States,
in which the Group has an ownership interest of 71.25%, has a significant non-controlling interest.
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The profit allocated to that non-controlling interest for 2023 amounts to € 111k (2022: nil) and the carrying
amount of the non-controlling interest as at 31 December 2023 amounts to € 840k (31 December 2022:
nil). No dividends were paid to the non-controlling shareholders in 2023 (2022: nil).
Summarized financial information of Interra One Park Ten LLC is provided in the following table.
31 December 31 December (*€1,000) 2023 2022 Non-current assets 17,948 0 Current assets 864 0 Non-current liabilities -11,596 0 Current liabilities -879 0 Revenues 1,869 0 Profit or loss 594 0 Total comprehensive income 509 0
8. Borrowings
Borrowings are made up as follows:
31 December 31 December (*€1,000) 2023 2022 Loans bank 35,393 0 Loan related party USA 2,201 0 Total borrowings 37,594 0 Of which classified as long term 35,393 0 Of which classified as short term 2,201 0
Loans bank
The investment Interra One Park Ten is partly financed with an external bank loan, to be extended, if
necessary, with an external credit, resulting in a total facility of $ 14,950, of which $ 2,162 remains unutilized
as at 31 December 2023. The carrying amount on 31 December 2023 amounted to € 11,469k ($ 12,653k).
The annual interest amounts to 4.25% for the period up until the end of April 2024, and 5.29% as from the
end of April 2024. The loan matures after 5 years (maturing in 2027) with a 5-year extension option,
including a reset of interest rate to market interest rates. This option is exercisable in April 2024. The
principal and interest payments are based on a 25-year amortization schedule. This loan was acquired as
part of the acquisition of Interra One Park Ten. This investment property serves as security under the loan.
The UK properties have been financed with an external bank loan of £ 20,992k. The carrying amount on 31
December 2023 amounted to € 23,924k (£ 20,782k). The annual interest amounts is due based on the
market rate of interest plus a margin of 2.6%. The loan matures in full after 5 years (maturing in 2028).
The investment properties in the UK serve as security for the loan.
As at 31 December 2023, the loans include an amount of unamortised transaction costs of € 365k.
Loan related party UK / Vendor loan affiliated company
When negotiations with an external credit institution within the United Kingdom were still ongoing, the
Company took out bridge loans. This short-term loan is arranged with a related party instead of a bank as
it provides a lower interest rate and the absence of a bank commission costs. The unsecured bridge loan
related to the Business Combination amounted to € 14,226k and related to the acquisition of Forthstone €
4,606k. Bridge loans carried an annual interest rate of 4%. Bridge loans were replaced with a long-term
bank loan before the end of 2023.
External bridge loan
Also in connection with the acquisition of Forthstone, the Company took out a bridge loan with a third party
in the amount of € 6,674k, which was replaced with a long-term bank loan before the end of 2023.
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Loan related party USA
MACE Investments II LLC is an intermediate holding company in the United States of America and is one of
the entities whose shares were purchased as part of the Business Combination (referred to within the
Circular). The transaction included the acquisition of an existing loan granted by the trustee as part of the
purchase of the property Interra One Park Ten.
This short-term loan, without security, qualifies as a loan to an affiliated company from 2 June 2023. The
yearly interest amounts to 4%. The balance at 31 December 2023 amounts to €2,201k.
Movements in borrowings
Movements in borrowings, both cash and non-cash, are disclosed in the table below.
(*€1,000) 2023 2022 Balance as at 1 January 0 0 Changes from financing cash flows Proceeds received from bank loans 24,184 0 Proceeds received from bridge loans 9,643 0 Repayments of vendor loans -14,313 0 Repayments of bridge loans -9,643 0 Subtotal changes from financing cash flows 9,871 0 Changes arising from obtaining control of subsidiaries Bank loans acquired 11,679 0 Affiliated party/related party loans acquired 2,261 0 Vendor loans acquired 14,204 0 Subtotal changes arising from obtaining control of subsidiaries 28,145 0 Changes in foreign exchange rates -453 0 Other changes 31 0 Balance as at 31 December 37,594 0
9. Tax liabilities
Tax liabilities are made up as follows:
31 December 31 December (*€1,000) 2023 2022 Corporate income tax payable 42 0 Wage tax payable 24 0 VAT payable 39 0 Total tax liabilities 105 0
10. Rental Income
The gross rental income is made up as follows:
(*€1,000) 2023 2022 Income from operating leases 3,639 0 Income from service contracts 935 0 Income from lease termination fees 12 0 Total rental income 4,586 0
The gross rental income excludes VAT and relates to the period 2 June 2023 to 31 December 2023. The
income from operating leases does not include variable lease payments that do not depend on an index or
a rate. Gross rental income includes the recharge of service costs over this period (shown as income from
service contracts in the table above). The outgoing services costs are classified as direct related costs in the
income statement.
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A maturity of remaining undiscounted lease payments for operating leases to be received as at 31 December
2023 is disclosed in the table below. As at 31 December 2022, there were no operating leases in which the
Company was a lessor.
2024 2025 2026 2027 2028 Later Total 31 (*€1,000) years December 2023 Undiscounted receipts 6,588 6,044 5,389 4,915 4,537 34,219 61,691
11. Expenses
The breakdown of operating expenses (other than the revaluation of investment property which is detailed
in note 1 and the personnel expenses which are detailed in note 12) is as follows:
(*€1,000) 2023 2022 Legal and professional fees Legal advisory services and broker fees 1,137 55 Subtotal legal and professional fees 1,137 55 Administrative and overhead expenses Audit and advisory fees 367 129 Administration services 44 0 Management fees 102 0 Printing 75 0 Other 120 0 Subtotal administrative and overhead expenses 708 129 General expenses Insurance 152 126 Regulatory expenses 29 0 Communication expenses 16 24 Office and IT expenses 20 38 Depreciation 7 6 Other 32 77 Subtotal general expenses 256 271 Other expenses Business Combination expenses 413 0 Impairment VAT receivable 330 0 Bank expenses 109 0 Subtotal other expenses 852 0 Total expenses 2,953 455
Please note that in prior year’s financial statements, the Company classified expenses legal fees (€ 55k) and
audit fees (€ 129k) as part of the general expenses. In the comparatives in these consolidated financial
statements, these expenses have been reclassified to legal and professional fees, and administrative and
overhead expenses, respectively.
The table above shows Business Combination expenses of € 413k in 2023. When considering an allocation
of other expenses that are directly attributable to the Business Combination (which have been classified on
other lines in the table above), the total of Business Combination expenses amounts to € 545k.
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12. Personnel expenses
The breakdown is as follows:
(*€1,000) 2023 2022 Gross wages 262 0 Social security charges 33 0 Equity-settled share-based payment 84 1,416 Contractors 188 87 Supervisory Board expenses 85 85 Other 12 4 Total personnel expenses 665 1,592
Share-based payments
During 2022, immediately following Settlement the four Managing Directors, through NAIP Holding, held
147,307 convertible shares with a nominal value of € 0.04 each (the “Promoter Shares”). The Promoter
Shares were 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 Company’s Prospectus.
Subject to the terms and conditions set out in this Prospectus, each Promoter Share would convert into 3.5
Ordinary Shares (the “Promoter Share Conversion Ratio”), resulting in a conversion into a maximum of
515,574 Ordinary Shares. The conversion was contingent upon a Business Combination and a Share Price
Hurdle of € 11.50 per share. These Promoter Shares have been obtained by the Promoters at an aggregated
price of € 750k to supplement with the amount of the “Optional promoter Contribution”. These shares were
issued to the Promoters at a discounted price in exchange for their services. This is considered an equity-
settled share-based payment that resulted in a non-cash charge of € 1,416k which has been recognized
within other reserves.
During 2023, the Business Combination occurred and therefore, the Promoter Shares have vested.
Therefore, the remaining expenses relating to the 2021 grant have been recognized in the income
statement, in the amount of € 84k.
Number of employees
The Company had no employees during 2023 or 2022, except for the 4 members of the Management Board
(starting 2 June 2023). Further the Company solely utilized self-employed contractors, for which expenses
have been classified as part of the administrative & overhead expenses.
Remuneration of Managing Directors and Supervisory Directors
Up to the date of the Business Combination, the Management Board has not received any cash remuneration.
The remuneration of the Management Board from 2 June 2023 to 31 December 2023 amounts to € 262k,
with social security charges of € 33k. Together with the share-based payment expense of € 84k this brings
the total key management remuneration to € 379k (2022: € 1,416k).
The members of the Management Board do not hold shares or options in New Amsterdam Invest N.V., other
than the promoter shares and the cornerstone shares and cornerstone warrants. The Company has not
issued loans, advances or financial guarantees to members of the Management Board.
The remuneration of the members of the Supervisory Board on a yearly basis amount to € 35k for the
chairman and to € 25k for each other member. Total remuneration of the Supervisory Board amounted to
€ 85k plus € 11k travel expenses (2022: € 85k). These expenses have been presented as part of the general
expenses.
The members of the Supervisory Board do not hold shares or options in New Amsterdam Invest N.V. The
Company has not issued loans, advances or financial guarantees to members of the Supervisory Board.
Shares or options on shares have not been and will not be awarded to members of the Supervisory Board.
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13. Financial income and expense
The financial income and expense can be broken down as follows:
(*€1,000) 2023 2022 Interest income (expense) on Escrow account 502 -33 Bank interest 54 0 Interest on loans -1,093 0 Exchange differences -41 0 Total financial income (expense) -578 -33
14. Income tax
The corporate income tax charge/(benefit) as per the income statement can be broken down as follows:
(*€1,000) 2023 2022 Deferred tax expense/(income) relating to origination and 116 0 reversal of temporary differences Deferred tax expense/(income) relating to (de)recognition of -735 0 unused tax losses Deferred tax expense/(benefit) -619 0 Current period tax charge/(benefit) 14 0 Adjustments recognized for current tax of prior periods 0 0 Current tax expense/(benefit) 14 0 Total income tax expense/(benefit) -605 0
The amount of income tax recognized in OCI amounts to nil (2022: nil).
Effective tax reconciliation
The Company is domiciled in the Netherlands and its subsidiaries operate predominantly in the United
Kingdom and the United States. As a basis for the effective tax reconciliation, the Management Board has
applied the applicable tax rates in the Netherlands to the Company’s result before tax. Such rates are 25.8%,
or 19% for profits up to € 200k (2022: 25,8%, or 15% for profits up to € 395k).
(*€1,000) 2023 2022 Result before tax -5,401 -2,080 Tax expense at the Company’s statutory tax rate -1,380 -494 Effect of foreign tax rates 48 0 Utilization of previously unrecognized tax losses -8 0 Recognition of previously unrecognized tax losses -505 0 Tax losses and deductible temporary differences not recognized 1,235 494 Prior period tax adjustments 0 0 Other 5 0 Total income tax expense/(benefit) -605 0
15. Earnings per share
Basic and diluted earnings per share are detailed in the table below. As there are no instruments with dilutive
effects, diluted earnings per share equal basic earnings per share. In this context we note that the IPO and
BC Warrants, as well as the Promoter Shares, were not in the money and therefore are considered
antidilutive for both periods presented.
2023 2022 Net income/(loss) attributable to ordinary shareholders (€ * 1,000) -4,907 -2,080 Weighted average number of ordinary shares 5,060,686 4,910,250 Earnings per share (€) -0.97 -0.42
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16. Segment information
Single operating segment
Information on operating segments is reported in a manner consistent with the internal reporting provided
to the chief operating decision maker. The chief operating decision maker is the person or body that allocates
resources to and assesses the performance of the operating segments of an entity. The Group has
determined that its chief operating decision maker is the Management Board of the Company.
Consistent with how operating results and regularly reviewed by the Management Board to make decisions
about resources to be allocated and assessing performance, the Group identifies only one operating segment
at this time. As such, these consolidated financial statements do not include separate segment disclosures
other than information about geographical areas and major customers.
Information about geographical areas and major customers
In 2023, the Company held investment properties in the United States of America and the United Kingdom.
The table below discloses the geographical distribution of investment properties and rental income realized
from those properties. The Company does not have rental income or investment properties in the
Netherlands.
(*€1,000) 2023 2022 Rental income UK 2,620 0 Rental income USA 1,966 0 Total rental income 4,586 0 Investment properties UK 59,468 0 Investment properties USA 17,948 0 Total carrying value of investment properties as at 31 77,416 0 December
In 2023 the Company had one major customer from which the rental income exceeded 10% of total rental
income, in the amount of € 535k (2022: not applicable).
17. Related party transactions
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
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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.
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 Transaction costs Investment price Somerset House, Birmingham 17,651 1,307 18,958 Travelodge, Edinburgh 11,683 855 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
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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.
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.
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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 the Company 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 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 of New Amsterdam Invest
N.V, and Mr. Jacob Polatsek in person and his investment firm. 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:
Assets as at NCI and 2 June 2023 liabilities as (*€1,000) 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.
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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 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. The interest charge on the vendor loan
from the date of acquisition until the 2
nd
of June 2023 amounts to £ 351k.
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 2nd 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.
New Amsterdam Invest
Financial Report 2021
88
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated to
them are as follows:
Assets as at Liabilities as (*€1,000) 2 June 2023 at 2 June 2023 Investment property 18,958 Vendor loan 19,329 Cash and cash equivalents 62 Trade payables 1 Other current assets 455 Other current liabilities 145 Total assets 19,475 Total liabilities 19,475
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.
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:
Assets as at Liabilities as at (*€1,000) 2 June 2023 2 June 2023 Investment property 12,537 Vendor loan 12,757 Other non-current assets 11 Other current liabilities 68 Cash and cash equivalents 274 Other current assets 4 Total assets 12,826 Total liabilities 12,826
New Amsterdam Invest
Financial Report 2021
89
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.
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:
Assets as at Liabilities as at (*€1,000) 2 June 2023 2 June 2023 Non-current assets 38 Vendor loan 3 Other current assets 13 Other current liabilities 48 Total assets 51 Total liabilities 51
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.
New Amsterdam Invest
Financial Report 2021
90
The identifiable assets and liabilities as at the date of the acquisition of the shares and the cost allocated to
them are as follows:
Assets as at 2 Liabilities as at (*€1,000) June 2023 2 June 2023 Investment property 80 Other current liabilities 96 Other current assets 16 Total assets 96 Total liabilities 96
Financial positions with related parties
The table below details the outstanding receivables from and payables to related parties, as well as the
interest charged. Assets Interest Assets Interest (liabilities) as at income (liabilities) as income (*€1,000) 31 December (expense) at 31 (expense) 2023 2023 December 2022 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. Part of this was 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 receivable 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.
New Amsterdam Invest
Financial Report 2021
91
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,
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.
Composition of the group
The consolidated financial statements include the financial information of New Amsterdam Invest N.V. and
its direct and indirect subsidiaries as included in the following table:
Statutory seat 31 December 31 December 2023 2022 Somerset Park B.V. the Netherlands 100% - Somerset Park Holding UK Ltd United Kingdom 100% - Somerset Park Holding USA LLC United States 100% - Somerset Land and Property Ltd United Kingdom 100% - Glasgow Land and Property Ltd United Kingdom 100% - Sutherland Land and Property Ltd United Kingdom 100% - Edinburgh Land and Property Ltd United Kingdom 100% - Somerset Park Property Management Ltd United Kingdom 100% - SP Property Management US LLC United States 100% - MACE Investments II LLC United States 100% - Interra One Park Ten LLC United States 71.25% - Forthstone Land & Property Ltd United Kingdom 100% -
18. Audit fees
Fees expensed related to services provided by the Company’s statutory auditor, BDO Audit & Assurance
B.V., are classified as part of administrative & overhead expenses. The amounts expensed are disclosed
below.
(*€1,000) 2023 2022 Audit of the financial statements 318 129 Other audit services 0 0 Tax advisory services 0 0 Other non-audit services 0 0 Total 318 129
New Amsterdam Invest
Financial Report 2021
92
19. Contingencies and commitments
As part of the acquisition of MACE Investments II LLC, the Group acquired deferred tax claims on the existing
revaluations of the investment property within said entity in the amount of € 889k, of which € 734k is
attributable to the Company and the remainder to the non-controlling interest. Of this € 889k, € 64k has
been recognized as a deferred tax liability that is the result of a revaluation directly after acquisition. The
remaining deferred tax claims could not be recognized on the consolidated balance sheet as the transaction
did not qualify as a business combination but was accounted for as an acquisition of assets and liabilities.
Therefore, no deferred tax liability could be recognized at the acquisition date under the initial recognition
exemption for deferred taxes. Consequently, these are treated as contingent liabilities.
The Company has short service agreements with an ICT provider and a lease of real estate for two
workplaces at our office in Amsterdam.
The rolling service agreement with the ICT provider has an indefinite term. The monthly payment based on
the price level 2023 amounts to € 1k.
The contract for the two workplaces expires on 30 September 2024. The monthly payment amounts to €
2k. These costs are expensed when incurred since the Company applies the practical expedient for short-
term leases to this contract.
20. Events after balance sheet date
For the property Somerset House, as per 31 December 2023 in our books at £ 14,630k (€ 16,841), one of
the tenants was in financial difficulties and was under so called “CVA”. As per balance sheet date,
management was negotiating renewal of the contract with a new tenant and the administrators of the
existing tenant, the negotiations were at the same conditions as with the tenant that was in financial
difficulties. The new lease was signed in March 2024, resolving the potential issue and uncertainty that the
external appraiser had to factor in the valuation as per 31 December 2023.
For this subsequent event it was decided, to have a new valuation carried out by the appraiser that also
valued the property as per 31 December 2023 and also to request a second opinion from a second estate
agency. These valuations carried out in March 2024 resulted in a market value of the investment property
Somerset House in the range of £ 15,510k to £ 15,650k.
For the other investment properties there was no reason to have a new valuation carried out. Further there
have been no events after the balance sheet date requiring disclosure.
New Amsterdam Invest
Financial Report 2021
93
Company financial statements 2023
Company Statement of Financial Position as at 31 December 2023 94
Company Statement of Profit and Loss for the year ended 31 December 2023 95
Notes to the Company financial statements 2023 96
New Amsterdam Invest
Financial Report 2021
94
Company Statement of Financial Position
as at 31 December 2023
Before appropriation of profits
(*€1,000)
Note
31 December
2023
31 December
2022
Assets
Non-current assets
Tangible fixed assets
6
12
Financial fixed assets
1
37,120
0
Total non-current assets
37,126
12
Current assets
Value added tax receivable
10
176
Escrow account
0
48,436
Current account participant
5
0
7
Current account investors
5
120
0
Current account with subsidiaries
1
3,269
0
Other assets and prepaid expenses
43
137
Total receivables
2
3,442
48,756
Cash and cash equivalents
3
3,444
16
Total current assets
6,886
48,772
Total assets
44,012
48,784
Equity and Liabilities
Equity
Share capital
247
247
Share premium
49,762
49,419
Currency translation reserve
-610
0
Other legal reserves
0
0
General reserves
-1,062
934
Result for the year
-4,907
-2,080
Total equity
4
43,430
48,520
Current liabilities
Trade payables
84
20
Tax liabilities
24
0
Current account related party
5
0
104
Other short-term liabilities
474
140
Total current liabilities
582
264
Total liabilities
582
264
Total equity and liabilities
44,012
48,784
New Amsterdam Invest
Financial Report 2021
95
Company Statement of Profit and Loss
for the year ended 2023
(*€1,000)
Note
2022
Revenues
0
Expenses
Work contracted out and other external expenses
6
87
Wages and salaries
7
1,420
Social security charges
7
0
Depreciation expense
6
Other expenses
8
534
Total expenses
2,047
Operating result
-2,047
Financial income and expense
9
-33
Result before tax
-2,080
Taxation
10
0
Share in result of subsidiaries
1
0
Result for the period
-2,080
New Amsterdam Invest
Financial Report 2021
96
Notes to the Company Financial Statements
General information and material accounting policies
Principles for the presentation of the Company accounts
The Company accounts have been prepared in accordance with the provisions of Title 9, Book 2 of the
Dutch Civil Code and the firm pronouncements of the Dutch Accounting Standards as issued by the Dutch
Accounting Standards Board (DASB). The option provided by article 2:362 paragraph 8 of the Civil Code is
applied. This option allows to apply the same principles for determining profit and loss and balance sheet
items (including the principles of accounting for financial instruments under shareholders’ equity or interest-
bearing liabilities) as applied in the consolidated accounts. In addition, the accounting policies listed below
are applied.
Change in accounting policy
In the previous year, the Company did not prepare consolidated financial statements. The company financial
statements were prepared in accordance with IFRS and Part 9 of Book 2 of the Dutch Civil Code. Since for
the current year, the Company prepares its company financial statements with the option provided by
article 2:362 paragraph 8, this constitutes a change in accounting policy. However, given the fact that the
accounting policies from the consolidated financial statements are applied in these financial statements,
this change in accounting policy has not impacted equity or result for any period presented, but has only
impacted presentation and disclosures in the company financial statements.
Interests in subsidiaries
The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement
with the subsidiary and has the ability to affect those returns through its power over the subsidiary.
Subsidiaries are recognized from the date on which control is obtained by the Company. They are
derecognized from the date that control ceases.
Investments in subsidiaries are accounted for at net asset value determined in accordance with the
accounting principles as applied in the consolidated financial statements. Under the net asset value method,
the gain or loss of a subsidiary is recognized in the income statement under the Share in result of
subsidiaries and debited or credited to the investment’s carrying value on the balance sheet. The carrying
value of the investment is reduced by any dividends received from the investment. When a subsidiary is
loss-making and the recognition of such losses reduces the carrying value of the investment to zero, further
losses are attributed to any receivables on the investee that form part of the net investment in the
subsidiary. Where the carrying value of the net investment in a subsidiary has been reduced to zero, further
losses are not recognized, unless the Company is liable for the subsidiary under a legal or constructive
obligation arising from a past event, it is probable than an outflow of economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation.
Foreign currency translation differences on investments in subsidiaries with a different functional currency
that the euro, the Company’s functional and presentation currency in these financial statements, are
recognized directly in equity in the foreign currency translation reserve.
Expected credit losses on intercompany receivables
Expected credit losses are recognized on all financial assets in line with the accounting policy on impairment
of financial assets as included in the consolidated financial statements. This includes any intercompany
receivables. In line with the exemption provided by the DASB, however, such expected credit losses on
intercompany receivables are eliminated in these financial statements. The elimination takes place against
the carrying value of the intercompany receivables themselves.
Revenues
For purposes of these financial statements, revenues relate to management fees charged by the Company
to other group companies.
New Amsterdam Invest
Financial Report 2021
97
1. Financial fixed assets
(*€1,000)
Investments
in subsidiaries
Receivables
from
subsidiaries
Deferred tax
assets
Total
Balance 1 January 2022
0
0
0
0
Balance 1 January 2023
0
0
0
0
Investments
0
0
0
0
Loans provided
0
42,681
0
42,681
Share in result
-25
-5,431
0
-5,456
Foreign exchange
differences
25
-635
0
-610
Recognition of deferred tax
asset
0
0
505
505
Balance 31 December
2023
0
36,615
505
37,120
The investments in subsidiaries regard to the Company’s only subsidiary, Somerset Park B.V., located in
Amsterdam, the Netherlands, which was incorporated during 2023 and is wholly owned by the Company.
As the initial investment upon incorporation was nil, since the subsidiary was fully funded by the Company
with an intercompany loan, investments in subsidiaries are nil.
Receivables from Group companies include both long and short-term receivables. The portion of receivables
from Group companies that classify as short-term, amounting to € 3,269k as at 31 December 2023 (31
December 2022: nil) are presented under current assets in the balance sheet under Current account with
subsidiary. Long-term receivables are part of the net investment in the subsidiary since no repayment date
has been agreed and repayment is not foreseen. As a result, foreign exchange differences on such loans
are recognized in equity.
Receivables from subsidiaries carry variable interest rates, which was 4% during 2023.
Deferred tax assets relate to tax losses carried forward. For further disclosure in this respect, reference is
made to the consolidated financial statements.
2. Receivables
For disclosures regarding the VAT receivable position and the escrow account, reference is made to the
consolidated financial statements.
Items recognized within other assets and prepaid expenses fall due in less than one year. The fair value of
the receivables approximates the carrying amount in the balance sheet.
3. Cash and Cash Equivalents
Cash and cash equivalents relate to current bank accounts (including the released escrow account). These
accounts are available for use by the Company and can be qualified as unrestricted.
New Amsterdam Invest
Financial Report 2021
98
4. Equity
(*€1,000)
Share
capital
Share
premium
Currency
translation
reserve
Other
legal
reserves
General
reserve
Result for
the year
Total
Equity
Balance as at 1
January 2022
247
48,672
0
0
750
-1,232
48,437
Appropriation of prior
year result
0
0
0
0
-1,232
1,232
0
Additional promoter
contribution
0
747
0
0
0
0
747
Share-based payment
0
0
0
0
1,416
0
1,416
Result for the year
0
0
0
0
0
-2,080
-2,080
Balance as at 31
December 2022
247
49,419
0
0
934
-2,080
48,520
Appropriation of prior
year result
0
0
0
0
-2,080
2,080
0
Additional promoter
contribution
0
343
0
0
0
0
343
Share-based payment
0
0
0
0
84
0
84
Currency translation
differences
0
0
-610
0
0
0
-610
Transfers to (from)
legal reserves
0
0
0
0
0
0
0
Result for the year
0
0
0
0
0
-4,907
-4,907
Balance at 31
December 2023
247
49,762
-610
0
-1,062
-4,907
43,430
Share capital and share premium
The Company’s authorized share capital amounts to € 247k, consisting of 6,185,255 ordinary shares with
a nominal value of € 0.04 each. Details on share capital and shares issued during the year can be found in
the consolidated financial statements.
Share capital and share premium are fiscally considered to be fully paid up as at both balance sheet dates.
Legal reserves
The legal reserves consist of:
• Foreign currency translation reserve: This represents the cumulative foreign currency exchange
differences from the translation of the financial statements of foreign subsidiaries.
• Other legal reserves: This pertains to a reserve for subsidiaries, insofar the equity of group companies
is not fully freely distributable due to a revaluation reserve for investment properties at the level of the
subsidiary. This applies to the investment properties in the Group’s UK subsidiaries. As at 31 December
2023, however, cumulative revaluations on these properties were negative hence no legal reserve has
been recognized.
Appropriation of result
According to article 25 of the Company’s articles of association, the General Meeting determines the
appropriation of the Company’s net result for the year. The net loss of € 4,907k will be deducted from the
retained earnings in shareholders’ equity.
5. Current accounts with related parties
As at 31 December 2023, the Company has an € 120k receivable from Van Dam, Van Dam & Verkade B.V.,
a private company of the members of the Management Board. This is presented under the ‘current account
investors’ in the statement of financial position. As at 31 December 2022, the balance of this current account
was a liability of € 104k, presented under the ‘current account related party’ in the statement of financial
position.
New Amsterdam Invest
Financial Report 2021
99
In addition, as at 31 December 2022, the Company had a € 7k current account receivable from New
Amsterdam Invest Participaties B.V., presented under the ‘current account participant’ in the statement of
financial position. This balance was settled during 2023 and no balance remains outstanding as at 31
December 2023. No interest was charged.
6. Work contracted out and other external expenses
These expenses regard to expenses of contractors.
7. Personnel expenses
These expenses can be broken down as follows:
(*€1,000)
2023
2022
Equity-settled share-based payment
84
1,416
Gross wages
262
0
Social security charges
33
0
Other
0
4
379
1,420
The Company had no employees during both years presented, other than the Directors. Otherwise, the
Company solely utilized contractors.
For disclosure of the director’s remuneration, reference is made to the consolidated financial statements,
as key management consists of the members of the Management Board only.
8. Other expenses
These expenses can be broken down as follows:
(*€1,000)
2023
2022
General expenses
237
534
Other personnel expenses
86
0
Bank charges
108
0
Administrative & overhead
466
0
Business Combination expense
412
0
Impairment VAT receivable
330
0
Legal & professional fees
108
0
1,748
534
The general expenses include the remuneration of the Supervisory Board, which is disclosed in detail in the
consolidated financial statements.
9. Financial income and expense
(*€1,000)
2023
2022
Interest income (expense) on Escrow account
502
-33
Interest income on loans
977
0
Interest on bank accounts
43
0
Exchange differences
-54
0
Total financial income (expense)
1,468
-33
New Amsterdam Invest
Financial Report 2021
100
10. Taxation
Given the availability of tax losses carried forward, there is no current tax payable. In 2023, the corporate
income tax benefit for the year regards fully to the recognition of a deferred tax asset (reference is made
to the consolidated financial statements) for tax losses carried forward.
As at 31 December 2023, the total of tax losses carried forward by the Company amounted to € 1,957k
(31 December 2022: € 2,081k), of which have been fully recognized as a deferred tax asset in the amount
of € 505k (31 December 2022: € nil).
11. Contingencies and commitments
The Company has short service agreements with an ICT provider and a lease of real estate for two
workplaces at our office in Amsterdam.
The rolling service agreement with the ICT provider has an indefinite term. The monthly payment based on
the price level 2023 amounts to € 1k.
The contract for the two workplaces expires on 30 September 2024. The monthly payment amounts to €
2k. These costs are expensed when incurred since the Company applies the practical expedient for short-
term leases to this contract.
Amsterdam, 8 May 2024
On behalf of New Amsterdam Invest N.V.
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
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Other information
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Appropriation of results
Provisions regarding the appropriation and distribution of results are set out in Article 25 of the Company’s
Articles of Association, an extract of which is included below.
Article 25
25.1 After approval of the Supervisory Board and the meeting of holders of priority shares, the board of
managing directors may decide that the profits realized during a financial year and appearing from the
adopted annual accounts are fully or partially appropriated to increase and/or form reserves.
25.2 The profits remaining after application of article 25.1 shall be put at the disposal of the general
meeting. The board of managing directors shall make a proposal for that purpose, which proposal has to
be approved by the Supervisory Board and the meeting of holders of priority shares. A proposal to pay a
dividend shall be dealt with as a separate agenda item at the general meeting.
25.3 All shares share equally in all distributions, notwithstanding article 9.6 (for purposes of calculating
distributions, shares which the company holds in its own share capital will be disregarded) and article 36.4
(If a Business Combination has not been entered into, the balance of the Company’s assets after payment
of all debts and the costs of the liquidation shall be distributed to the shareholders (the waterfall)).
25.4 Distributions from the company’s distributable reserves are made pursuant to a resolution of the
general meeting, following a proposal by the board of managing directors thereto, which proposal has to
be approved by the Supervisory Board and the meeting of holders of priority shares.
25.5 Provided it appears from an interim statement of assets signed by the board of managing directors
that the requirement mentioned in article 25.8 concerning the position of the company’s assets has been
fulfilled, the board of managing directors may make one or more interim distributions to the holders of
shares. The board of managing directors shall make a proposal thereto, which proposal has to be approved
by the Supervisory Board and the meeting of holders of priority shares.
25.6 The board of managing directors may, after approval of the Supervisory Board, decide that a
distribution on shares shall not take place as a cash payment but as a payment in shares, or decide that
holders of shares shall have the option to receive a distribution as a cash payment and/or as a payment in
ordinary shares, out of the profit and/or at the expense of reserves, provided that the board of managing
directors is designated by the general meeting pursuant to article 8.1. The board of managing directors
shall determine the conditions applicable to the aforementioned choices.
25.7 The company’s policy on reserves and dividends shall be determined and can be amended by the
board of managing directors, after approval of the Supervisory Board. The adoption and thereafter each
amendment of the policy on reserves and dividends shall be discussed and accounted for at the general
meeting under a separate agenda item.
25.8 Distributions may be made only insofar as the company’s equity exceeds the amount of the paid in
and called up part of the issued capital, increased by the reserves which must be kept by virtue of the law
or these articles of association.
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Special rights to holders of priority shares
The priority shares are held by the Stichting Prioriteit New Amsterdam Invest (Foundation Priority New
Amsterdam Invest, the Foundation), whose board is composed of the members of the Supervisory Board.
They each have one vote on the board of the foundation.
The Priority Shares held by the Foundation are not admitted to listing. The following decisions of the
Management Board require the approval of the meeting of holders of Priority Shares subject to the approval
of the Supervisory Board:
• the issuance of Shares;
• the restriction or exclusion of pre-emptive rights of Shares;
• the amendment of the Articles of Association;
• the reservation of the profits or the distribution of any profits as it appears from the adopted annual
accounts; and
• the distribution from the Company’s reserves.
The following decisions by the Management Board also require the approval of the meeting of holders of
Priority Shares:
• a proposal to amend the Articles of Association;
• a proposal for legal merger and legal demerger;
• a proposal for Liquidation of the Company; and
• the exercise of voting rights on the shares in a subsidiary of the Company or shares which are
considering a participation (“deelneming”).
In addition to the above approval rights, the meeting of holders of Priority Shares has a binding nomination
right with respect to the appointment of Supervisory Directors. Taken the above into consideration, the
Foundation may also discourage or prevent takeover attempts. Furthermore, the interests of the Foundation
could deviate from the interests of the Company’s other Shareholders.
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Independent auditor’s report
To: the shareholders and Supervisory Board of New Amsterdam Invest N.V.
A. Report on the audit of the financial statements 2023 included in the
annual report
Our opinion
We have audited the financial statements 2023 of New Amsterdam Invest N.V. based in Amsterdam. The
financial statements comprise the consolidated financial statements and the company financial statements.
WE HAVE AUDITED
OUR OPINION
The consolidated financial statements comprise:
• the consolidated statement of financial position
as at 31 December 2023;
• the following statements for 2023: the
consolidated income statement, the consolidated
statements of comprehensive income, changes
in equity and cash flows; and
• the notes comprising material accounting
policies and other explanatory information.
In our opinion, the accompanying consolidated
financial statements give a true and fair view of the
financial position of New Amsterdam Invest N.V. as
at 31 December 2023 and of its result and its cash
flows for 2023 in accordance with International
Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book
2 of the Dutch Civil Code.
The company financial statements comprise:
• the company balance sheet as at 31 December
2023;
• the company profit and loss account for 2023;
and
• the notes comprising material accounting
policies and other explanatory information.
In our opinion, the accompanying company financial
statements give a true and fair view of the financial
position of New Amsterdam Invest N.V. as at 31
December 2023 and of its result for 2023 in
accordance with Part 9 of Book 2 of the Dutch Civil
Code.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the
financial statements’ section of our report.
We are independent of New Amsterdam Invest N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties
(Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij
assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the Netherlands. Furthermore we have
complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
B. Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. The following information in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
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Materiality
Based on our professional judgement, we determined the materiality for the financial statements as a whole
at € 1.0 million. The materiality is based on a benchmark of total assets (representing 1.25% of reported
total assets) which we consider to be one of the principal considerations for members of the company in
assessing the financial performance of the group. As the performance of the Company’s current portfolio is
also an important measure, we applied for the profit and loss accounts a lower materiality of € 65,000
based on a benchmark of revenues (representing 1.5% of reported revenues). We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the users of the
financial statements for qualitative reasons.
We agreed with the Supervisory Board, in particular with the Audit Committee, that misstatements in excess
of € 50,000, which are identified during the audit, would be reported to them, as well as smaller
misstatements that in our view must be reported on qualitative grounds.
Scope of the group audit
New Amsterdam Invest N.V. is head of a group of entities. The financial information of this group is included
in the consolidated financial statements of New Amsterdam Invest N.V.
Our group audit mainly focused on significant group entities. We consider an entity significant when;
• it is of individual financial significance to the group; or
• the component, due to its specific nature or circumstances, is likely to include significant risks of material
misstatement, whether due to fraud or error of the group financial statements.
Besides New Amsterdam Invest N.V., we have performed audit procedures at the following group entities
ourselves: Sutherland Land and Property Ltd, Somerset Land and Property Ltd, Glasgow Land and Property
Ltd, Edinburgh Land and Property Ltd, Forthstone Land and Property Ltd, MACE Investments II LLC and
Interra One Park Ten LLC.
For clarification purposes we note that, by performing our audit procedures on the group entities, we
obtained a 100% coverage on revenues and a 99% coverage on total assets and results.
By performing the procedures mentioned above at group entities, we have been able to obtain sufficient
and appropriate audit evidence about the group’s financial information to provide an opinion on the
consolidated financial statements.
Audit approach going concern
As explained in the section Basis of preparation: Going concern on page 62 of the financial statements,
management has carried out a going concern assessment and has not identified any events or
circumstances that may cause reasonable doubt on New Amsterdam Invest N.V.'s ability to continue as a
going concern (hereinafter referred to as ‘going concern risks’). Our procedures to evaluate the going
concern assessment of management included, amongst others, the following:
• inquired with key members of management and the Supervisory board to understand the Company’s
ability to continue as a going concern;
• considered whether the going concern assessment of management contains all relevant information that
we have knowledge of, as a result of our audit by comparing base year financial information of 2023
used in the assessment with those in the financial statements;
• evaluated the budgeted operating results and related cash flows for the period of at least twelve months
from the date of preparation of the financial statements considering developments in the industry, other
external factors and our knowledge from the audit;
• analyzed whether the current and necessary financing to be able to continue all the business activities
is secured, including compliance with relevant covenants;
• obtained information from management about its knowledge of going concern risks beyond the period
of the going concern assessment carried out by management.
Based on the audit work we performed as described above and the audit evidence that we have obtained,
we concluded the going concern assumption used by the management is appropriate and no going concern
risks have been identified.
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Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud and
non-compliance with laws and regulations. During our audit we obtained an understanding of the entity and
its environment and the components of the system of internal control, including the risk assessment process
and management’s process for responding to the risks of fraud and monitoring the system of internal control
and how the Supervisory board exercises oversight, as well as the outcomes thereof. We refer to section
‘The company’s response to fraud risk’ on page 49 of the annual report for further details.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud
risk assessment. We evaluated the design and the implementation of internal controls designed to mitigate
fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors
indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risks and performed the following specific procedures:
THE FRAUD RISK OF MANAGEMENT OVERRIDE OF
CONTROLS
OUR AUDIT APPROACH AND OBSERVATIONS
Management is in a unique position to perpetrate
fraud because management is able to manipulate
accounting records and prepare fraudulent
financial statements by overriding controls that
otherwise appear to be operating effectively.
Therefore, in all our audits, we pay attention to
the risk of management override of controls at:
• Journal entries and other adjustments made
throughout the year and during the course of
preparing the financial statements;
• Consolidation adjustment entries;
• Estimates and estimation processes;
• Significant transactions outside the ordinary
course of business.
More specific, for New Amsterdam Invest N.V. we
have identified fraud risks in revenue recognition
and the risk of overstating and/or non-existent
expenses, for which we refer to the next fraud
risks in this paragraph.
With regards to significant transactions outside
the ordinary course of business we refer to our
Key Audit Matter with regards to the Business
Combination.
In response to the assessed fraud risk, our audit
procedures included, amongst others, the following:
• made enquiries with, and sought written
representations from management and the
Supervisory board in relation to any actual,
suspected or alleged instances of management
override of controls;
• inspected minutes of meetings of those charged
with governance;
• evaluated the design and the implementation
and, where considered appropriate, testing the
operating effectiveness of internal control
measures in the processes for generating and
processing journal entries and making estimates,
assuming a risk of management override of
controls of that process;
• obtained and examined the appropriateness of
journal entries and other adjustments made
throughout the year and during the course of
preparing the financial statements, on a sample
basis, which met specific risk-based criteria;
• assessed the judgments made by management
when making key accounting estimates and
judgments, and challenging management on the
appropriateness of these judgments, specifically
around the Key Audit Matter as discussed below;
• performed a test of detail of expenses and
investigating corroborative evidence;
• performed an (integral) test of detail on leases,
including testing accuracy of prices and other
contractual conditions, cut-off testing as well as
testing accuracy and completeness of the
accounting treatment of incentives and/or
variable components and accuracy and
completeness of capacity and vacancies of the
properties.
• performed data analytics testing on outgoing
payments based on pre-defined risk-based
criteria, as well as incoming payments to
recognized revenues;
• evaluated whether business purpose for
significant unusual transactions indicated that
transactions may have been entered into to
engage fraudulent financial reporting or to
conceal misappropriation of assets;
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• remained alert for indications of fraud throughout
our other audit procedures and evaluated
whether identified findings or misstatements
were indicative of fraud.
Our audit procedures did not reveal any specific
indications of fraud or suspicions of fraud in respect
of management override of controls, potentially
resulting in material misstatements.
RISK OF FRAUDULENT FINANCIAL REPORTING DUE
TO OVERSTATEMENT OF REVENUES
OUR AUDIT APPROACH AND OBSERVATIONS
We addressed the risk of fraud in revenue
recognition. This relates to the presumed
management incentive that exists to overstate
revenue.
The majority of the Group’s revenue relates to the
rental income, which is recognized straight-lined
over the duration of the relevant lease.
The service charge income is recognized as control
over the service is transferred to the tenant, which
is evenly over time of the service rendered as the
tenant simultaneously receives and consumes the
benefits from the provided service.
Considering the above, there is limited risk of
management manipulation. Rather, the risk of
fraud in revenue recognition is focused on the
accounting for incidental (i.e. incentives) and
variable components of contracts and cut-off of
revenue.
In response to the assessed fraud risk, our audit
procedures included, amongst others, the following:
• evaluated the revenue recognition policies for all
material streams of revenue to ensure these
were in accordance with IFRS 16 Leases for the
rental income and in accordance with IFRS 15
Revenue from Contracts with Customers for the
service charge income.
• evaluated the design and implementation of the
Group’s internal control measures relating to the
recognition of revenue.
• tested the appropriateness of journal entries
made throughout the period which met specific
risk-based criteria, including manual journal
entries over revenue;
• performed an (integral) test of detail on leases,
including testing accuracy of prices and other
contractual conditions, cut-off testing as well as
testing accuracy and completeness of the
accounting treatment of incentives and/or
variable components and accuracy and
completeness of capacity and vacancies of the
properties.
• performed data analytics testing on incoming
payments to recognized revenues;
• obtained and evaluated credit notes issued
during the year, and subsequent to year-end,
and performing cut-off testing to ensure revenue
transactions have been recorded in the correct
reporting period.
Our audit procedures did not reveal any specific
indications of fraud or suspicions of fraud in respect
of fraudulent financial reporting due to
overstatement of revenues, potentially resulting in
material misstatements.
THE FRAUD RISK OF OVERSTATING AND/OR
NON-EXISTENCE OF EXPENSES
OUR AUDIT APPROACH AND OBSERVATIONS
We addressed the risk of overstating and/or non-
existence of expenses.
There is a considerable amount of expenses
therefore there is an inherent risk of material
deviation as a result of incorrect accounting for
these expenses. In this risk we also consider the
possibility that payments are made to the wrong
creditors / bank accounts because of limited
control in the purchase-to-pay process.
In response to the assessed fraud risk, our audit
procedures included, amongst others, the
following:
• held discussions with management and the
Supervisory board of New Amsterdam Invest
N.V. to consider any known or suspected
instances of fraud;
• evaluated the design and implementation of the
Group’s internal control measures relating to the
purchase-to-pay process;
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• tested the appropriateness of journal entries
made throughout the period which met specific
risk-based criteria, including manual journal
entries over expenses;
• performed a test of detail of all profit and loss
related journal entries and investigating
corroborative evidence;
• performed data analytics testing on outgoing
payments based on pre-defined risk-based
criteria;
• remained alert for indications of fraud
throughout our other audit procedures and
evaluated whether identified findings or
misstatements were indicative of fraud.
Our audit procedures did not reveal any specific
indications of fraud or suspicions of fraud in respect
of overstating and/or non-existence of expenses,
potentially resulting in material misstatements.
We incorporated elements of unpredictability in our audit and applied professional scepticism in conducting
our audit procedures. We also considered the outcome of our other audit procedures and evaluated whether
any findings were indicative of fraud or non-compliance.
We considered available information and made enquiries of relevant executives, Management and the
Supervisory board. Our audit procedures did not lead to indications or suspicions for fraud, potentially
resulting in material misstatements.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matters to the Supervisory board.
The key audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
The table below describes the key audit matters, a summary of our procedures carried out and our key
observations.
RELATED PARTY TRANSACTIONS & ACCOUNTING
TREATMENT OF “BUSINESS COMBINATION”
TRANSACTION
OUR AUDIT APPROACH AND OBSERVATIONS
There is a considerable amount of related party
transactions between New Amsterdam Invest
N.V., its management and other related parties.
Also, the board and management have a
considerable amount of ancillary positions.
There is a risk that related parties and any
transactions with these related parties are not
properly identified, processed and disclosed in
the financial statements and are not at arm's
length.
Specifically, to safeguard the “Business
Combination” the investment properties were
acquired and/or secured by related parties of the
company awaiting the approval of shareholders
during the annual general meeting of 2 June
2023. This related party transaction is disclosed
under ‘Acquisition and financing of investment
properties’ in Note 17 as well in the section
‘Significant transactions with related parties’ on
page 13.
Our audit procedures included, amongst others:
General procedures for related party
transactions
• tested the design and implementation of controls
related to identifying related parties;
• made inquiries with the Supervisory Board and
evaluated its assessments with regards to
(significant) related party transactions;
• tested the appropriateness of journal entries
made throughout the period which met specific
risk-based criteria and performed testing on
outgoing payments based on pre-defined risk-
based criteria with regards to related party
transactions among others;
• reconciled confirmations of outstanding related
party balances per 2 June 2023 (date of the
Business Combination) and per balance sheet;
• performed substantive testing on other related
party transactions, including vendor loans and
remuneration of management board and
supervisory board.
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Accounting for the “Business Combination”
transaction is complex, requiring New
Amsterdam Invest N.V. to exercise judgement
on how the structure and substance of the
transaction is treated under IFRS. Due to the
magnitude of the transaction and the significant
judgement and complexity involved, the
accounting for the “Business Combination”
transaction has been identified as a significant
risk.
It is noted that, the term “Business
Combination” is used in line with New
Amsterdam Invest N.V.’s prospectus
terminology, however, it is concluded that the
transaction does not meet the definitions of a
business combination following the IFRS 3
standard. Hence, the “Business Combination”
transaction is treated as an asset deal
transaction (acquiring (group of) assets instead
of a business).
Specifically on the significant related party
transaction – the business combination
General audit procedures
• reviewed and challenged management's
accounting analysis with regards to the scope
under IFRS 3 including the management's
experts position paper;
• reviewed and challenged management's position
with regards to the ‘at arm's length basis’ of the
Business Combination, which included fair value
determination and allocation between the assets
acquired and liabilities assumed to determine
the opening positions per 2 June 2023 (date of
the Business Combination);
• verified IFRS compliance of the accounting
treatment of the “Business combination
transaction” and challenged management's
judgments and/or estimates made in respect to
the application of IFRS.
• obtained an understanding of the background
and terms and conditions of the Business
Combination by having discussions with
management and by reviewing the relevant
agreements.
• inspected and reviewed relevant agreements
and documents with respect to the initial
purchase by the related parties prior to their sale
to New Amsterdam Invest N.V. This included
gaining insight in the original sellers of the
investment properties.
Audit procedures on the opening positions per 2
June 2023
• made inquiries with the Supervisory Board and
Management and conducting substantive audit
procedures on the determination the transaction
prices that were agreed for between the related
parties and New Amsterdam Invest N.V. upon
completing the "Business Combination" by the
company on 2 June 2023;
• conducted substantive audit procedures on the
purchase prices, including transaction costs, of
the acquired and/or secured investment
properties by the related parties, prior to
approval of the Business Combination;
• conducted substantive audit procedures on the
estimated fair values of investment property as
per 2 June 2023, together with our auditor's
experts from our Real Estate Valuations
department.
• performed other substantive audit procedures
on opening positions per 2 June 2023, which
include testing the proper cut-off, reconciling
cash balances and outstanding loans amounts
and testing the calculated non-controlling
interest. Reference is made to the opening
balances as per 2 June 2023 as included in
disclosure note 17 as included in the financial
statements.
Audit procedures on disclosure notes
• evaluated the adequacy and accuracy of the
associated disclosure note within Management
board report (on page 13 up to 21) and financial
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statements as disclosed in Note 17 in accordance
with IFRS requirements.
Based on the audit procedures performed, we have
not identified any material findings.
VALUATION OF INVESTMENT PROPERTIES
OUR AUDIT APPROACH AND OBSERVATIONS
The carrying amount of investment properties of
New Amsterdam Invest N.V. amounts to 90% of
the consolidated balance sheet total as per 31
December 2023 (€ 77.4 million), disclosed in
Note 1.
The investment property is measured at fair
value whereby in accordance with New
Amsterdam Invest N.V.’s valuation policy the
value of all objects is periodically determined by
external appraisers.
Parameters, assumptions and estimates by
management are used in determining the fair
value of investment property. Due to the
inherently high degree of subjectivity of
estimates in the fair value determination, we
considered the valuation of investment property
as a key audit matter in our audit.
Our audit procedures included, amongst others:
• tested the design and implementation of internal
controls relating to the valuation of property,
including internal assessment of reports from
appraisers.
• examined the property's title deed and other
legal documents to verify the ownership,
existence, and legal status of the property;
• assessed the competence, capacity and
objectivity of external appraisers.
• involved our real estate valuation specialists, in
the Netherlands as well as in the United States
and the United Kingdom, in the review and
testing of models, parameters, assumptions and
estimations used in the valuation. In addition,
we agreed the underlying lease contracts to the
valuation reports to test the input date used by
the appraisers.
• paid specific attention to (significant) valuation
results compared to opening balance valuations,
as determined by the external appraiser.
• evaluated whether the disclosures are in
accordance with requirements of the applicable
financial reporting framework relevant to the
valuation of property and whether significant
judgments by management are disclosed and
particularly whether disclosures adequately
convey the degree of estimation uncertainty and
the range of possible outcomes.
Our audit procedures did not reveal any specific
findings with regard to the valuation of investment
properties, potentially resulting in material
misstatements.
DEVELOPING CONTROL ENVIRONMENT
OUR AUDIT APPROACH AND OBSERVATIONS
Following the completion of the "Business
Combination" on June 2, 2023, New Amsterdam
Invest N.V. ceased to be a SPAC (Special
Purpose Acquisition Company). The company
began a process of developing its internal
control environment to improve its level of
control, which is more fitting for a listed
company with operating activities.
However, we identified multiple significant
deficiencies in the control environment of New
Amsterdam Invest N.V. These deficiencies
increase the risk of a material misstatement in
the financial statements as a whole.
Our audit approach included an assessment of the
controls that management relies on for financial
reporting through an interim audit. The purpose of
our interim audit was to assess the level of the
internal control environment of New Amsterdam
Invest N.V.
We had inquiries with the Supervisory Board and
evaluated its assessments with regards to the
developing control environment. Also considering
the relative small size of the company and the type
of operations, for which parts of the company’s
operations are outsources with professional service
organizations (property managers).
Nonetheless management acknowledges that, for a
scalable organization, there is further room for
improvement in the control environment.
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C. Report on other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains other
information that consists of:
• Management board report;
• The section “Governance” that includes, among others the sections:
• The Supervisory board report;
• The Remuneration report;
• Corporate governance;
• Risk management and control;
• Statements from the Management Board; and
• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements;
• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the Management
board report and the other information as well as the information as required by Sections 2:135b and
2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, we have considered whether the other information contains
material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2, of the Dutch Civil
Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the
scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Management board
report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
D. Report on other legal and regulatory requirements
Engagement
We were engaged by the General Meeting as auditor of New Amsterdam Invest N.V. on 5 November 2021,
as of the audit for financial year 2021 and have operated as statutory auditor ever since that financial year.
Prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
New Amsterdam Invest N.V. has prepared its annual report in ESEF. The requirements for this are set out
in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the marked-up consolidated financial
statements as included in the reporting package by New Amsterdam Invest N.V., complies in all material
respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into a single reporting
package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
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We performed our examination in accordance with Dutch law, including Dutch Standard 3950N 'Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included amongst others:
• obtaining an understanding of the entity's financial reporting process, including the preparation of the
reporting package;
• Identifying and assessing the risks that the annual report does not comply in all material respects with
the RTS on ESEF and designing and performing further assurance procedures responsive to those risks
to provide a basis for our opinion including:
obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance document and the XBRL extension taxonomy files have
been prepared in accordance with the technical specifications as included in the RTS on ESEF;
examining the information related to the consolidated financial statements in the reporting package
to determine whether all required mark-ups have been applied and whether these are in accordance
with the RTS on ESEF.
E. Description of responsibilities regarding the financial statements
Responsibilities of management and the Supervisory Board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control management determines is necessary to enable the preparation of the
financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned,
management should prepare the financial statements using the going concern basis of accounting, unless
management either intends to liquidate the company or to cease operations, or has no realistic alternative
but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
• identifying and assessing the risks of material misstatement of the financial statements, whether due
to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control;
New Amsterdam Invest
Financial Report 2021
113
• obtaining an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control;
• evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;
• concluding on the appropriateness of the use of the going concern basis of accounting by management,
and based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going concern;
• evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; and
• evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising
and performing the group audit. In this respect we have determine the nature and extent of the audit
procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group
entities or operations. On this basis, we selected group entities for which an audit or review had to be
carried out on the complete set of financial information or specific items.
We communicate with the Supervisory board regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant findings in internal control that we
identify during our audit. In this respect we also submit an additional report in accordance with Article 11
of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The
information included in this additional report is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amstelveen, 8 May 2024
For and on behalf of BDO Audit & Assurance B.V.,
sgd. A.P. van Veen RA
New Amsterdam Invest
Financial Report 2021
114
Contact Information
Herengracht 280
1016 BX Amsterdam
For Investers:
T: +31(0)20 – 854 6168
E: info@newamsterdaminvest.com
For Press:
T: +31(0)6- 10942514
E: info@comprehensivestrategies.com
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