Annual Report
2024
New Amsterdam Invest
Financial Report 2021
2
New Amsterdam Invest
Financial Report 2021
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Table of contents
Foreword 4
Management Board Report 5
Our strategy 6
Our investment properties 8
Significant transactions 11
Financial review 13
Significant transactions with related parties 17
Outlook 2025 19
Governance 21
Company structure 22
Management structure 23
Capital structure 24
The Management Board 25
The Supervisory Board 26
Supervisory Board profile 27
Supervisory Board report 29
Remuneration report 33
Corporate Governance 36
Risk management and control 39
Statements from the Management Board 46
Consolidated Financial statements 2024 49
Statement of Consolidated Financial Position 50
Statement of Consolidated Profit or Loss 52
Statement of Consolidated Comprehensive Income 53
Statement of Consolidated Cash Flows 54
Statement of Consolidated Changes in Equity 55
Notes to the Consolidated Financial Statements 57
Company Financial statements 2024 84
Company Statement of Financial Position 85
Company Statement of Profit or Loss 86
Notes to the Company Financial Statements 87
Other information 92
Appropriation of results 93
Special rights to holders of priority shares 94
95
Contact Information 106
New Amsterdam Invest
Financial Report 2021
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Foreword
Dear stakeholders,
The year 2024, was our first full financial year. An important year, because we were able to pay out our
first interim dividend. Further we expanded our investment portfolio with the acquisition of a 7
th
property,
Remington Square in Houston Texas. It is our strategy to continue expanding our portfolio in the coming
years. Based on the (expected) growth of our business, we decided to move the company's corporate office
from Herengracht 280 to Herengracht 474 in Amsterdam.
The
Next to our equity these investments are financed
7.5 million, resulting in a profit of .2 million after tax.
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
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
-
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 fair treatment of all stakeholders.
The Company believes that acting in accordance with these values contributes 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, 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 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 still required to apply this
regulation from 1 January 2026. However, it is not clear at this moment whether this obligation stays or
will be delayed as a consequence of the recently proposed Omnibus package of measures proposed by the
European Commission. Nevertheless, the Management Board of The Company believes it 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.
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 a sustainable manner. To this end, we will invest in a tenant line-up that
shares 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 achieve 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
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
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 operating 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. In total
the Company owns at 31 December 2024, 7 properties.
Remington Square, Houston USA
On 1 November 2024, the Group acquired a capital interest in
Interra Remington LLC, including a commercial property
capital interest in the partnership is held by Interra Group.
Remington is a Class A commercial property, consisting of 3
office buildings with the possibility of a 4th office building. The
total area is approximately 392,000 sf over 3 buildings of which
approximately 302,000sf is leased to 23 tenants. The property
has an occupation rate of approximately 72%.
The total cost of this acquisition, including transaction costs,
amounts to USD 44.1 million. The annual rent amounts to $ 6,599k exclusive of VAT of which $ 2,323k
comes from one tenant. The total rental income is earned from 23 tenants.
Somerset House, Birmingham, UK
Somerset House is located at 37 Temple Street in the center of
Birmingham. The property comprises 50,434 sq. ft of office and leisure
accommodations.
All three current tenants have occupied the premises for several years with
rental contracts expiring only after 8 years. The annual rent 2024 amounts
to £ 1,297k 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 including the garage comes from three tenants.
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 21 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.
New Amsterdam Invest
Financial Report 2021
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One Park Ten, Houston, USA
One Park Ten Plaza, owned by Interra One Park Ten LLC, 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 international and domestic
headquarters. The minority capital interest in the partnership is
held by Interra Group.
The number of tenants of One Park Ten Plaza is approximately 28 and the vacancy rate is approximately
17%. All lease contracts have different expiration dates, with renewals from 2025 to 2035. The total annual
rental amounts to $ 1,582k.
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, subject to upward rent reviews every 5 years. The actual rent
amounts to £ 675k 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
It is multi-let to a high-quality tenant line-up. To improve the rentability the
Company started at the end of 2024 to refurbish the 6
th
floor. The total
investment amounts approximately £ 1 million. The annual net rental
income amounts to £ 805,838. Most of the building is let on an FRI (full
repair and insurance) basis.
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Financial Report 2021
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Forthstone, Edinburgh, UK
Forthstone is located at 56 South Gyle Crescent, Edinburgh
EH12 9LE, United Kingdom. The property comprises 35,370 sq.
ft of total 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 35,069 square feet (3,286
square meter) property is £ 734,150 per annum which equates to £ 21.00 per square feet on the office
space. The lease benefits from OMRV rent reviews.
New Amsterdam Invest
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Significant transactions
During 2024, one significant transaction occurred, which was the acquisition of the Remington property. In
connection with this, new group companies were incorporated as described below.
Incorporation of operating companies
On 2 September 2024, MACE Investment III LLC (MACE III) was incorporated by Somerset Park Holding
USA LLC. On incorporation, 100,000 ordinary shares were issued at par value $ 1 per share. The issued
share capital therefore amounts to $ 100,000. Following on 9 September 2024, Interra Remington LLC
was incorporated for the purpose of acquiring and operating the Remington Square property in Houston
USA. This occurred on 1 November 2024, with economic effect as of 23 October 2024.
Profit sharing waterfall
Interra Remington LLC has 2 class B members, namely MACE III LLC (see above) and Interra Remington
and is the only
class A member.
MACE III holds 70% of the class B interests in Remington. The agreed profit distribution between the parties
is as follows:
1. Excess loss or capital loss recapture (not applicable for the current year);
2. Preferred return of 8% of the invested equity per partner (incl. the non-controlling interest);
3. From the remaining profit after the preferred return, 25% is allocated to the non-controlling interest
(Class A members);
4. 75% to Class B members: 70/30 allocation of the remaining profit (after allocation of the 25% to
Class A members): 70% to MACE III and 30% to the non-controlling interest (Interra).
Investment
The breakdown of the purchase of the property at 1 November 2024 and the movement of the value of the
investment property is as follows:
(*1,000)
USD
EUR
Purchase price at 1 November 2024
42,500
39,225
Transaction costs
706
652
Deferred rental incentive release, from purchase price
-678
-626
Net leasing commissions, adjusted on purchase price
18
17
Share-based payment (non-cash)
1,556
1,436
Full cost
44,103
40,704
Revaluation gain after acquisition
5,724
5,354
Foreign exchange differences
-
2,084
Market value at 31 December 2024
49,827
48,141
The market value of the Remington property at 31 December 2024 amounts to .1 million ($ 49.8
million). A revaluation gain (net of transaction costs) 5.4 million ($ 5.7 million) has been recognized
in the income statement and a positive effect of the foreign exchange translation of 2.1 million has been
recognized in other comprehensive income.
Financing
The total consideration for this acquisition with transaction costs, amount to USD 44.1 million. Part of the
acquisition price is financed by a loan from a financial institution of USD 27.6 million, for a period of 5 years
with an annual interest rate of 6%.
The Company invested 70% of the capital contributions or $ 10.2 million, funded by available cash to the
amount of $ 4.9 million and by a loan from a related party to the amount of $ 5.3 million with an annual
interest of 5.5%. As at 31 December 2024, this loan is payable on demand. This loan is together with the
existing related party loan converted to an unsecured long-term loan with an interest rate of 7% in 2025.
The interest rate is currently variable and amounts to 4.5% - 5.5%. There are no securities provided. The
New Amsterdam Invest
Financial Report 2021
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minority class B member, Interra Group, invested 30% of the capital contributions or $ 4.3 million. Of the
original paid-up equity in Remington $ 14.5 million, 10% was repaid to both class B members on 10
December 2024.
At the date of acquisition, Interra Remington LLC also acquired from the seller a number of existing current
liabilities. On balance, a payable (purchase) amount remained of $ 10..4 million.
The break down of the cash flows related to the transaction is as follows:
(*1,000)
Purchase price
39,225
Transaction costs, on balance (incl. deferred rents and lease
commissions adjustments)
43
Share-based payment (non-cash)
1,436
Full cost
40,704
Less: Loan obtained
-25,241
Less: share-based payment (non-cash)
-1,436
Existing current liabilities acquired from seller
-4,625
Purchase price paid to seller
9,402
The available cash at acquisition date amounts to $ 12,057k and were obtained from a loan from a related
party and equity received from both class B members. The remaining funds are used to repay the assumed
liabilities acquired from the seller during 2024 and 2025.
The break down of the current liabilities acquired from the seller is as follows:
Tenant improvements to be paid by the land lord
-2,958
Property taxes payable
-1,109
Other short-term liabilities
-558
Total other net assets (liabilities) acquired
-4,625
Share-based payment
Management has concluded that the 25% profit allocation right as described above constitutes an equity-
settled share-based payment to the non-controlling interest, as consideration for unspecified services
received from the non-controlling shareholder. The grant date was 1 November 2024. Management notes
that there are no vesting conditions attached to the grant, and therefore the grant is deemed to be related
to the acquisition of the Remington property. As a consequence, the fair value of the grant, which
management has estimated at 1,436k by reference to the equity instruments granted, has been included
as part of the cost of the property, with a corresponding increase recognised in the non-controlling interest
as part of Group equity, since this regards to an equity interest in Interra Remington LLC held by the non-
controlling shareholder.
The fair value of the equity instruments granted was measured using an income approach, as the
discounted value of the amounts expected to be received under the 25% profit right in the future, as at
the grant date. The use of this approach is based on the fact that the Company plans to use the property
to generate (rental) income over a longer period of time. Further details are disclosed in note 1 to the
consolidated financial statements.
New Amsterdam Invest
Financial Report 2021
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Financial review
2024, the balance sheet as at 31 December 2024 and the cash flows for the year 2024.
Analysis of results
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.
2024
2023
Net rental income
7,552
3,725
Revaluation investment property
3,517
-4,929
Legal and professional fees
322
1,137
Personnel expenses
826
665
Administrative and overhead expenses
488
708
General expenses and other
22
1,108
Total expenses
1,658
3,618
Operating result
9,411
-4,823
Financial income and expense
-2,633
-578
Result before tax
6,778
-5,401
Income tax
-1,622
605
Result for the period
5,156
-4,796
The net rental income 2024 includes the income from the six investment properties owned by the Company
at the beginning of 2024 and the income of Interra Remington from the date of acquisition. The rental
income 2023 has been earned by the Company since the completion of the Business Combination on 2
June 2023, when the first five investment properties were acquired. For further details, please refer to the
Annual Report 2023.
The breakdown of the rental income is as follows:
New Amsterdam Invest N.V. adopted the fair value model for its investments properties. 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. Investment property is measured subsequently at fair value and cannot be
stated at an amount that exceeds its fair value. Effectively, this means that the transaction costs, and also
the costs of refurbishment are recognized in the income statement, instead of capitalized on the balance
sheet.
2024
2023
Somerset House, Birmingham
1,524
848
One Park Ten, Houston
2,059
1,185
Travelodge, Edinburgh
759
430
Sutherland House, Glasgow
989
532
Blythswood Square, Glasgow
799
419
Forthstone, Edinburgh
866
225
Remington, Houston
1,257
-
Total rental income
8,253
3,639
Other income and direct expenses
-701
86
Total rental income
7,552
3,725
New Amsterdam Invest
Financial Report 2021
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This fair value model results in net revaluation gains for 3,517k. The significant revaluation loss
was mainly due to transaction costs
incurred in the acquisition of the properties.
The breakdown of the revaluation gains and losses of the investment properties is as follows. The gain on
Interra Remington pertains to the period from 1 November 2024 to 31 December 2024.
The table below shows the movements in the value for each property as at 31 December 2024. The fair
value has been determined by the Management Board making use of appraisals by independent third-party
valuators.
Fair value as at
31 December
2023
Cost, incl.
subsequent
capex
Exchange
differences
Fair value as
at 31
December
2024
Revaluation
gain or loss
Remington
-
40,704
2,084
48,142
5,354
Somerset House
16,841
-
870
18,490
778
Travelodge
11,569
-
627
13,907
1,710
Blythswood Square
10,360
-
515
10,557
-318
Sutherland House
10,475
-
484
9,190
-1,769
Forthstone
10,222
-
516
10,738
0
One Park Ten
17,949
795
1,135
17,641
-2,238
Total
77,416
41,499
6,231
128,664
3,517
The legal and professional expenses and the general and other expenses 2023 are for a large portion
related to the preparation of the Circular in preparation for the Business Combination. As a result these
type expenses for the year 2024 decreased to a normal operational level. Further we note that the expected
been charged to the result in 2023 and has been fully released to the result in 2024, which results in a
The increase of the personnel expenses, administrative expenses and financial expenses is mainly caused
by the fact that the comparative figures 2023 concern a seven month period starting 2 June 2023 instead
of a full financial year as 2024. Furthermore, a mortgage loan was received in 2024 for the purchase of
Interra Remington, which also increased interest expenses compared to 2023.
622k is driven by, on one hand, the recognition of deferred
tax liabilities relating to temporary differences in the valuation of the investment properties less, on the
other hand, the recognition of deferred tax assets 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.
Deferred taxes have been accounted for based on a tax rate 25% in the United Kingdom and 26.5% in the
United States.
2024
2023
Somerset House, Birmingham
778
-1,936
One Park Ten, Houston
-2,238
-11
Travelodge, Edinburgh
1,710
-847
Sutherland House, Glasgow
-1,769
-696
Blythswood Square, Glasgow
-318
-692
Forthstone, Edinburgh
-
-748
Remington, Houston
5,354
-
Total revaluation gains and losses
3,517
-4,930
New Amsterdam Invest
Financial Report 2021
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Balance sheet analysis
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.
31 December 2024
31 December 2023
Assets
(*%)
(*%)
Investment property
128,664
94.4
77,416
91.7
Deferred tax assets
402
0.3
735
0.9
Other non-current assets
3
0.0
6
0.0
Cash and equivalents
5,097
3.7
5,490
6.5
Other current assets
2,156
1.6
801
0.9
Total assets
136,322
100
84,450
100
Equity and liabilities
Group equity
54,747
40.2
44,270
52.4
Non-current liabilities
70,044
51.4
35,509
42.0
Current liabilities
11,531
8.4
4,671
5.5
Total equity and liabilities
136,322
100
84,450
100
The investment properties consist of five properties in the United Kingdom and two properties in the United
States of America, held by local group companies, against market value per 31 December 2024. Further
details are provided in the analysis of the results above.
The Company has re-assessed the probability of future taxable incomes as at 31 December 2023 and
concluded that convincing evidence exists to support the recognition of deferred tax assets, on account of
properties and corresponding forecasted taxable
results. The deferred tax asset recognised by New Amsterdam Invest N.V. has been largely utilized in 2024.
The cash position at 31 December 2024 amounts to 5.1 million, which is mainly caused by the remaining
amount out of the capital deposit by the 2 shareholders in Interra Remington. At the acquisition of Remington
the Company took over an amount of debts as part of the purchase price, which are paid in 2025 with the
available cash as at 31 December 2024. Reference is made to the cash flow analysis below.
The total equity at balance sheet dated 31 December 2024 amounts to .7 million on a balance sheet
total .3 million. As a result the solvency calculated using the equity ratio as group
equity divided by total assets - amounts to 40.2% (31 December 2023: 52.4%). The decrease is due to
the investment in Remington, the external borrowings obtained and the acquisition of liabilities in the
Remington transaction. As a result the balance sheet total increased 1.9 6.3 million.
The borrowings as at 31 December 2024 consist of bank .1 million (of which
63.7 million is classified as non-current and 408k is classified as current) and a loan from a related party
.4 million (classified as non-current 2.3 million
is classified as current). In 2025 this related party loan is converted into a unsecured long term loan.
Remaining current liabilities comprise mostly liabilities of Interra Remington acquired from the seller in the
transaction.
The working capital calculated as current assets including cash and cash equivalents, less current
liabilities - amounts -4.3 million (.6 million). This development is driven by
various increases in current liabilities, following increased operations compared to previous year, and the
acquisition of Remington.
The current ratio calculated as current assets including cash and cash equivalents, divided by current
liabilities amounts to 0.63 (31 December 2023: 1.35). After the reclassification of the current related
party loan $ 2,421k) the current ratio will improve. The Board of Directors is convinced that the
Company is able to meet its short-term obligations.
New Amsterdam Invest
Financial Report 2021
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Cash flow analysis
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.
2024
2023
Cash flows from operating activities
3,124
1,068
Cash flows from investing activities
-1,339
-5,657
Cash flows from financing activities
-2,166
10,102
Net movement in cash and cash equivalents
-381
5,513
Impact of exchange differences on cash and cash equivalents
-12
-39
Total movement in cash and cash equivalents
-393
5,474
The cash flows from operating activities in 2023 relate to the period 2 June 2023 till 31 December 2023.
activities 2024 relate to a full financial year and relate to an extended investment portfolio, which are the
main reasons behind the strong increase.
The cash flow from investing activities 2024 mainly relates to the acquisition of Remington. This investment
can be reconciled to the cash flow statement as follows:
2024
Cost of the investment properties at acquisition
39,225
Transaction costs on balance
43
Share-based payment (non-cash)
1,436
Full cost
40,704
Less: Liabilities assumed
-4,625
To be paid
34,643
Less: financing bank loan
-25,241
Less: Related party loan recognised
-4,845
Less: Non-controlling interest recognised
-4,015
Less: Share-based payment (non-cash)
-1,436
Plus: Expenditures after acquisition
796
Cash outflow from investment properties
1,338
Investments in property plant and equipment
1
Cash outflow from investing activities
1,339
Further details on this are provided in note 1 to the consolidated financial statements.
The cash flows from investing activities in 2023 included a release from the escrow account in the amount
.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 2023, an additional property was
acquired, bringing the total cash outflows from investments in .1 million. Some of these
properties were acquired with borrowings as well as other assets and liabilities.
The cash flow from financing activities in 2024 mainly relates to the interim dividends and share premium
,019k. The cash flows from financing activities in 2023 consisted of the repayment
of a vendor loan that was used as bridge financing to acquire the investment properties in the amount of
.2 million. Largely to fund repayment of the vendor loan, bank financing was obtained via bridge loans
.2 million, generating
a positive cash flow from financing activities.
New Amsterdam Invest
Financial Report 2021
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Significant transactions with related parties
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.
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 the Annual
Report 2023. We refer to the Annual Report 2023, which report is published on our website.
In comparison to 2023 there were a limited number of related party transactions during the financial year
2024.
The related party transactions during 2024 can be classified into the following categories:
• Financing of Remington
• Currency exchange transactions
• Hiring of staff
• Remuneration of the Management Board and Supervisory Board
• Office rental since 1 February 2025
Below, further details are provided on each category.
Financing of Remington
MACE III invested 70% of the initial capital contributions in exchange for its class B member interest, or $
10.1 million, funded by available cash to the amount of $ 4.9 million and an additional loan from a related
party to the amount of $ 5.2 million. Of the original paid-up equity in Remington, 10% was repaid on 10
December 2024. The loan is repayable on 31 December 2027. The annual interest rate amounted to 5.5%.
There are no securities provided. Together with the existing related party loan which relates to the One
Park Ten property, this loan has been converted into an unsecured long-term loan with an interest rate of
7% in 2025.
Currency exchange transactions
The Company opts to receive cash from and charge group companies in their local currencies, therefore
USD and GBP. As a result, the Company performs spot transactions with some regularity. Generally, these
transactions are carried out with the
The spot transactions with a related party to exchange its
excess US dollars and British pounds into euro. The most important reason to do so is to avoid bank
transaction costs. During 2024 the Company carried out 3 such spot transactions with a related party for
a total notional amount of $ 1.0 million and £ 4.785 million.
transactions are beneficial
for both the Company and the related party.
Hiring of staff
New Amsterdam Invest hires an office manager from an affiliated company owned by the members of the
New Amsterdam Invest
Financial Report 2021
18
Remuneration of Managing Directors and Supervisory Directors
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 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.
Office rental
The Company moved its offices at 1 February 2025 from Herengracht 280 at Amsterdam to Herengracht
474 at Amsterdam. The landlord since 1 February 2025 is a related party company owned by the 4 members
of the Management Board of New Amsterdam Invest N.V.
Financial positions with related parties
The table below details the outstanding receivables from and payables to related parties as at 31 December
2024, as well as the interest charged during 2024.
Assets
(liabilities) as
at 31
December
2024
Interest
income
(expense)
2024
Assets
(liabilities) as
at 31
December
2023
Interest
income
(expense)
2023
Loan related party USA
-7,412
-119
-2,201
-69
Current account related party
-337
-
-
-
Current account investors
-
10
130
10
The loan related party and the current account related party both relate to a private company of the
members of the Management Board.
New Amsterdam Invest
Financial Report 2021
19
Outlook 2025
operational company in 2023. Expectations in this section are not influenced by other special events that
have not been taken into account in the financial statements. The outlook 2025 is based on the operation
of the seven investments properties owned by the Company at the beginning of 2025.
Financial outlook
The net rental income 2025 is expected to be approximately 11,7 million. Operating expenses will be
5,1 million. This result
does not include valuation differences, transaction results and or exchange differences. Visually the outlook
is demonstrated below.
Investments and financing
The Management Board of the Company continuously seeks opportunities for acquiring investment
expects to finance such transactions roughly 50% with equity and 50% with borrowings. Within these
contours, available cash and cash equivalents may be applied to the acquisition of an additional investment
property in 2025 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 part-time business controller, and an in-house property manager in
the UK. In the beginning of 2024 the Company hired a parttime company-secretary. Following this, no
major changes are expected in the field of personnel for 2025.
New Amsterdam Invest
Financial Report 2021
20
Cautionary statement on forward-looking information
-
• the use of forward-
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
N.V.
Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual
any forward-looking statements include, but are not limited to:
• General economic conditions;
•
• 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;
•
•
•
Important information
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 these risk factors may or may not occur. We refer
to the risk paragraphs within this and previous reports.
Additional risks not known to us or currently believed not to be material could later have a material impact
es are consistent with those disclosed before in other
documents published on Companies website.
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.
New Amsterdam Invest
Financial Report 2021
21
Governance
New Amsterdam Invest
Financial Report 2021
22
Company structure
New Amsterdam Invest N.V. is incorporated as a public company in the Netherlands under Dutch company
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 of
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.
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:
New Amsterdam Invest
Financial Report 2021
23
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 five UK operating companies (Somerset Land and Property Ltd, Glasgow Land
and Property Ltd, Sutherland Land and Property Ltd, Edinburgh Land and Property Ltd and Forthstone 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), 100% of the shares in MACE
Investments II LLC, which in turn owns 71.25% of the class B interests in Interra One Park Ten LLC, being
a USA operating company, and 100% of the shares in MACE Investments III LLC, which in turn owns 70%
of the class B interests in Interra Remington, being the second USA operating company. Due to a profit
sharing waterfall arrangement, the economic ownership and profit-sharing for Interra Remington differ
from this percentage.
such arrangement.
Each of the aforementioned operating companies owns and manages one real estate property.
In the near future the services provided to tenants, including the maintenance of the real estate properties
as well as other management activities will be carried out in the UK by Somerset Park Management UK Ltd
and in the USA by Somerset Park Property Management USA LLC.
Management structure
The Company maintains a two-tier board structure consisting of the Management Board and the
pervision by the Supervisory Board. The
-to-
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 did 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
24
Capital structure
6,185,255 Ordinary Shares with a
Number of shares
Type of shares
%
31 December 2024
Ordinary Shares issued to investors, admitted listing and
trading
74.6
3,910,250
Ordinary Shares issued to the Promoters (Cornerstone
Investment), admitted to listing and trading
24.0
1,257,789
Promoter shares
1.4
73,653
Priority Shares issued to Sichting Prioriteit New
Amsterdam Invest
0.0
5
100.0
5,241,697
Ordinary Shares owned by the Company (Treasury
Shares)
943,558
Shares in total
6,185,255
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 Shar
Warrants
As at 31 December 2024, there were 2,455,125 IPO-warrants and 2,455,125 BC-Warrants 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
e, 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.
New Amsterdam Invest
Financial Report 2021
25
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 the director of Van
Dam, Van Dam & Verkade, since its founding in 1998. Next to this he is
t
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
26
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 Supervisory Board Salta Group, member of the Supervisory Board Alda Holding,
non-executive member of the Board of DPG, member of the Board and treasurer of the American Europe
Community Association (AECA) and member of the Board and member of Netherland-America Foundation
(NAF).
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. And he
is Chief Executive Advisor of Noaber. His research encompasses also the real estate market.
New Amsterdam Invest
Financial Report 2021
27
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
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 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 ( -vrouw verhouding in de top van het
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
28
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;
•
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
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
29
Supervisory Board report
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
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
61
Dutch
Chairman
19 May 2021
4 years
Mr. Paul Steman
60
Dutch
Vice Chairman
19 May 2021
4 years
Mr. Elbert Dijkgraaf
55
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 until 1 July 2024, 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 the 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 enables 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.
New Amsterdam Invest
Financial Report 2021
30
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.
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
-vrouw verh
same time, the Supervisory Board aims to retain the balance in the requisite expertise, experience and
Meetings and attendance in 2024
The Supervisory Board held five regular meetings in 2024. Except for two meetings, all Supervisory
Directors attended all the meetings. All such meetings were also attended by the Managing Directors except
for one meeting which was 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.
Next to these meetings, the Supervisory Board and Management Board held one informal meeting, during
which they discussed the strategy of the Company.
The main topics discussed during the meetings with the Management Board were:
• investment properties as offered to the Company;
• operational results and main developments within the investment portfolio;
• corporate governance code;
• assessment of main risks;
• report including the findings and recommendations regarding the
audit 2023 in presence of the external auditor;
• functioning of the Management Board and the supporting staff;
• evaluation of the external audit 2023;
• interim report 2024
• audit plan 2024 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
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
• the review and monitoring of the independence of the external auditor, within the meaning of article 1,
New Amsterdam Invest
Financial Report 2021
31
• 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 recommendations; and
• monitoring the investments and the funding of the Company.
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 necessarily 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
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 2024, the Management Board and Supervisory Board
have functioned as intended.
Remuneration Management Board and Supervisory Board
We .
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
32
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
5,1562,647k is attributable to the
shareholders of New Amsterdam Invest N.V. The proposal to the General Meeting of Shareholders is to
, which is equal to the interim dividend paid out in 2024. 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, 25 April 2025
The Supervisory Board,
Mr. Jan Louis Burggraaf
Mr. Paul Steman
Mr. Elbert Dijkgraaf
New Amsterdam Invest
Financial Report 2021
33
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 2024. The report
will also be published as a stand-
Meeting of Shareholders.
Advisory vote at the Annual General Meeting
At the annual general meeting 21 June 2024, the shareholders cast an advisory vote on the Remuneration
Report 2023. The results of this non-binding vote were as follows:
Number
%
For
1,860,966
94.66
Against
-
-
Abstain
105,000
5.34
Total
1,965,966
100.00
Remuneration of 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
- 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
34
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 as charged
to the results is as follows (
Name
2024
2023
Mr. Aren van Dam
149,988
87,500
Mr. Moshe van Dam
100,000
58,331
Mr. Elisha Evers
100,000
58,331
Mr. Cor Verkade
100,000
58,331
The remuneration 2023 concerns the period 2 June 2023 till 31 December 2023. For the years 2021 and
2022, no reimbursements were provided to the Management Board.
Next to the gross salary of the members of the Management Board, the Company paid social security
:
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
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
Prospectus. Subject to the terms and conditions set out in this Prospectus, each Promoter Share. The
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 promoter
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 P and others providing
similar 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
New Amsterdam Invest
Financial Report 2021
35
In the financial year 2023, a non-
vesting of the share-based payments, with recognition of a corresponding amount in the other reserves.
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 of the Supervisor Directors
should especially be in to focus on
-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.
Directors is consistent with the policy available on the website and contributes to the
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.
New Amsterdam Invest
Financial Report 2021
36
Corporate Governance
As a Dutch Company with a registered office in the Netherlands, whose 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
management and control system. This is done by, for example:
• Leading by example and acting in accordance with our Company values;
•
• 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 annual general AGM 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 (DCC). Members of the Management Board may be
suspended or dismissed at any time by the AGM.
The Supervisory Board shall consist of at least three members. Supervisory Directors shall be appointed by
the AGM 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 AGM shall be free in its choice of appointee.
Members of the Supervisory Board may be suspended or dismissed at any time by the AGM.
Diversity
The policy and related objectives for a diverse composition of the Management Board and Supervisory
Board are disclosed in the Report of the Supervisory Board.
Shareholders
Responsible corporate governance requires the participation of shareholders in the decision-making in the
AGM. 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
Compan
regulations.
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.
Amongst other things the AGM 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.
New Amsterdam Invest
Financial Report 2021
37
The next Annual General Meeting is expected to be held on 28 May 2025. The voting results and the draft
Conflicts of interest
The Managing Directors own all placed and fully paid-up shares of a private real estate company. The main
objective of New Amsterdam Invest N.V. is to operate as an operating company in the commercial real
estate sector as well with principal operations in the same areas. Therefore, there is 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 (indirectly)
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 Supervisory Board will remain closely involved with all
significant transactions entered into by the Company.
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
Reference is made to the section 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
The Company, the Promoters, together with relevant entities affiliated to the Promoters that are a party to
the Agreement and their jointly owned holding company New Amsterdam Invest Participaties
NAIP Holding
direct shareholder in the Company); and (ii) the Promoters and the Company. This with a view to govern
capacities as direct shareholders of NAIP Holding and as indirect shareholders of
the Company.
-up agreement vis-à-vis the
Company with respect to 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. The Promoters have furthermore
agreed in the Agreement to contractually restrict their right to transfer their shares in NAIP
Holding, which restrictions can only be waived in exceptional circumstances.
New Amsterdam Invest
Financial Report 2021
38
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 Chapter 5.3 of the WFT, 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 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,
Rules governing the appointment and replacement of board members
Power of board members to issue or buy back shares
Shares shall be issued pursuant to a resolution passed by the AGM, (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 AGM may resolve to designate the Management Board for a fixed period
of five years, as the body authorized to issue shares. Lately the AGM of 21 June 2024 did so for a term of
18 months from that date and will be proposed to do so again at the AGM in 2025.
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 since the AGM has authorized the Management Board to do so, lately at the AGM of 21 June 2024
and will be proposed to do so again at the AGM in 2025.
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.
New Amsterdam Invest
Financial Report 2021
39
Risk management and control
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 controlling the environment and internal
control systems to properly manage the strategic, operational and other risks and uncertainties that could
-to-day operations.
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 has contracted on an interim basis a specialist to provide the
Management Board with management reporting, ICT monitoring, and the preparation of (interim) financial
statements.
Important information
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.
Additional risks not known to us or currently believed not to be material could later have a material impact
es are consistent with those disclosed before in other
documents published on Companies website.
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.
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
Com
active business operations since 2 June 2023, 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
disclosed. The risk appetite represen
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 the 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 2024.
New Amsterdam Invest
Financial Report 2021
40
Strategic Risks
Risk description (in summary)
Risk
Appetite
Likelihood
Potential
impact
The 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
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 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.
New Amsterdam Invest
Financial Report 2021
41
Operational Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The success is dependent upon a small
group of individuals and other key personnel
high
medium
high
The Company may not be able to retain and attract
tenants
medium
low
high
The Management Board may not be able to identify
suitable investment properties
low
low
medium
The occurrence of important events and medium
threats as war, kidnapping, hacking etc.
medium
medium
high
personnel
The 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 Compan its business relationships, and its reputation. This risk is mitigated by the
fact that the Company has a Management Board of 4 members, all with the capacity to manage the Company
with one, two or three members if necessary. Further 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 7 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.
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.
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.
New Amsterdam Invest
Financial Report 2021
42
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 still 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
practices for the Management Board, the Supervisory Board, the shareholders and the AGM. The Dutch
. 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 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
the Company cannot force the Managing Directors to commit their full time to the
could create a conflict of interest for the Managing Directors when allocating their time between the
of the Managing
Directors require them to devote substantially more time to such activities than expected, this could limit
ability may have a negative impact
Shareholders may be low or non-existent.
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.
Compliance Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company does not comply with all best
practices 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
New Amsterdam Invest
Financial Report 2021
43
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
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
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.
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 the Share Price Hurdle occurs. Any
Warrants which are not converted will lapse without value. Also, any Warrants not converted within five
years after the Business Combination Completion Date (2 June 2023), will lapse without any payment being
made to the holders of such Warrants and will, effectively, result in the loss of the 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.
New Amsterdam Invest
Financial Report 2021
44
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
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
are not considered principal risks for the Company. The objectives and policies regarding the managing and
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
•
Performance of the risk management and control systems
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 Management Board 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 unannounced) 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 considering the limited size of our company. The existing measures as implemented prevent only one
person from initializing, authorizing, processing and settling transactions or liabilities and having access to
assets in an uncontrolled manner.
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 code of conduct. 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.
Despite all internal control measures, there remains the risk of staff or the management 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 should help to detect cases of ignoring controls.
New Amsterdam Invest
Financial Report 2021
45
Given the nature of our services the Management Board also recognizes 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 the Company 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.
Based on 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 2024 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 objectives when managing capital is to safeguard the ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. In order to maintain the
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 57.
Financial reporting process control system
The Group operates through a structure with various operating, management and holding companies
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
Comp
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 reports
directly to the Management Board.
New Amsterdam Invest
Financial Report 2021
46
Statements from the Management Board
Statutory financial statements and management report
The annual report of New Amsterdam Invest N.V. for the financial year 2024, consists of the Management
Board Report, the Supervisory Board Report, the Remuneration Report, the financial statements and the
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
In control statement
The Company has identified the main risks it faces, including financial reporting risks. These risks can be
found in the chapter and as included in this report. In line with the Dutch Corporate
Governance Code and the Dutch Financial Supervision Act op het Financieel 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.
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
th
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
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
Corporate governance statement
The Management Board declares that the information required by Articles 3, 3a and 3b of the Decree on
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
New Amsterdam Invest
Financial Report 2021
47
Responsibility statement
With reference to section 5:25c paragraph 2 sub c of the Dutch Financial Supervision Act and on the basis
declares and confirm to the best of their knowledge:
• the financial statements for 2024 provide a true and fair view of the assets, liabilities and
financial position as at 31 December 2024, and the profit for 2024;
• 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 2024, 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, 25 April 2025
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
48
Financial Statements
New Amsterdam Invest
Financial Report 2021
49
Consolidated Financial statements 2024
Statement of Consolidated Financial Position as at 31 December 2024 50
Statement of Consolidated Profit or Loss for the year ended 31 December 2024 52
Statement of Consolidated Comprehensive Income for the year ended 31 December 2024 53
Statement of Consolidated Cash Flows for the year ended 31 December 2024 54
Statement of Consolidated Changes in Equity for the year ended 31 December 2024 55
Notes to the Consolidated Financial Statements 57
New Amsterdam Invest
Financial Report 2021
50
Statement of Consolidated Financial Position
as at 31 December 2024
Note
31 December
2024
31 December
2023
Assets
Non-current assets
Investment property
1
Property, plant and equipment
Deferred tax assets
2
Total non-current assets
Current assets
Accounts receivable
Value added tax receivable
3
Current account investors
17
Other assets and prepaid expenses
4
Cash and cash equivalents
5
Total current assets
Total assets
New Amsterdam Invest
Financial Report 2021
51
Statement of Consolidated Financial Position
as at 31 December 2024
Note
31 December
2024
31 December
2023
Equity and Liabilities
Equity
Share capital
6
Share premium
Currency translation reserve
-610
Legal reserves
General reserves
-5,989
-5,970
Attributable to owners of the parent
Non-controlling interest
6
Total equity
Non-current liabilities
Loans bank
7
Loans related party USA
7, 17
Deferred tax liability
2
Total non-current liabilities
Current liabilities
Trade payables
Tax liabilities
8
Current account related party
17
Deferred rental income
Loans bank
7
Loans related party USA
7, 17
Other short-term liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
New Amsterdam Invest
Financial Report 2021
52
Statement of Consolidated Profit or Loss
for the year ended 31 December 2024
Note
2024
2023
Rental income
9
Direct related costs
-3,560
-861
Net Rental income
Revaluation of investment property
1
-4,929
Legal and professional fees
11
Personnel expenses
12
Administrative and overhead expenses
11
General expenses
11
Other expenses
11
-276
Total expenses
Operating result
-4,823
Financial income and expense
13
-2,633
-578
Result before tax
-5,401
Income tax
14
-1,622
Result for the period
-4,796
Result attributable to:
Shareholders
-4,907
Non-controlling interest
Result for the period
-4,796
15
-0.97
15
-0.97
New Amsterdam Invest
Financial Report 2021
53
Statement of Consolidated Comprehensive Income
for the year ended 31 December 2024
Note
2024
2023
Result for the period
-4,796
Items which may be recycled to profit or loss (net of
tax)
Exchange differences
-693
Total comprehensive income
-5,489
Attributable to:
Shareholders
-5,517
Non-controlling interest
Total comprehensive income
-5,489
New Amsterdam Invest
Financial Report 2021
54
Statement of Consolidated Cash Flows
for the year ended 31 December 2024
Note
2024
2023
Operating activities
Result before tax
-5,401
Adjustments
Depreciation
Share-based payment expense
12
Reversal of impairment on VAT receivable
-330
Revaluation of investment property
1
-3,517
Interest income and expense
Total adjustments
-1,047
Changes in working capital
Increase in current liabilities
Decrease/(increase) in current assets excluding
cash and cash equivalents
-610
Increase/(decrease) in trade payables
-61
Total changes in working capital
-48
Cash generated from/(used in) operations
Interest paid
-2,637
-816
Interest received
Income taxes paid
Cash flow from operating activities
Investing activities
Investments in investment property, net of cash
acquired
1
-1,338
-54,093
Investments in property, plant and equipment
-1
-1
Release from escrow account
4
Cash flow from investing activities
-1,339
-5,657
Financing activities
Proceeds from additional promoter contribution
Repayment of current account related party
-104
Proceeds from loans
7
Repayment of loans
7
-261
-23,956
Dividends paid
6
-2,019
Distribution to non-controlling interest
-415
Cash flow from financing activities
-2,166
Movement Cash and cash equivalents
-381
Cash and cash equivalents as at 1 January
Exchange differences
-12
-39
Cash and cash equivalents as at 31
December
New Amsterdam Invest
Financial Report 2021
55
Statement of Consolidated Changes in Equity
for the year ended 31 December 2024
Share
capital
Share
premium
Currency
Translation
Reserve
Legal
reserves
General
reserve
Total
attributable
to
shareholders
Non-
controlling
interest
Total
Equity
-610
-5,970
Balance at 31
December 2023
Result for the year
Other
comprehensive
income
Total
comprehensive
income
Non-controlling
interest acquired
Transfer to legal
reserves
-868
Dividend
-590
-1,769
-2,359
-2,359
Share-based
payment
Distribution to non-
controlling interest
-415
-415
Other
-30
-30
-30
Balance at 31
December 2024
-5,989
New Amsterdam Invest
Financial Report 2021
56
Statement of Consolidated Changes in Equity
for the year ended 31 December 2023
Share
capital
Share
premium
Currency
Translation
Reserve
General
reserve
Total
attributable to
shareholders
Non-
controlling
interest
Total
Equity
-1,146
Balance at 31 December
2022
Result for the year
-4,907
-4,907
-4,796
Other comprehensive
income
-610
-610
-83
-693
Total comprehensive
income
-610
-4,907
-5,517
-5,489
Non-controlling interest
acquired
Additional promoter
contribution
Equity settled share-based
payments
Balance at 31 December
2023
-610
-5,970
New Amsterdam Invest
Financial
Repor
t
2021
57
Notes to the Consolidated Financial Statements
New Amsterdam Invest
Financial
Repor
t
2021
58
New Amsterdam Invest
Financial
Repor
t
2021
59
New Amsterdam Invest
Financial
Repor
t
2021
60
New Amsterdam Invest
Financial
Repor
t
2021
61
New Amsterdam Invest
Financial
Repor
t
2021
62
New Amsterdam Invest
Financial
Repor
t
2021
63
New Amsterdam Invest
Financial
Repor
t
2021
64
New Amsterdam Invest
Financial
Repor
t
2021
65
New Amsterdam Invest
Financial
Repor
t
2021
66
New Amsterdam Invest
Financial
Repor
t
2021
67
New Amsterdam Invest
Financial
Repor
t
2021
68
New Amsterdam Invest
Financial
Repor
t
2021
69
New Amsterdam Invest
Financial
Repor
t
2021
70
New Amsterdam Invest
Financial
Repor
t
2021
71
New Amsterdam Invest
Financial
Repor
t
2021
72
New Amsterdam Invest
Financial
Repor
t
2021
73
New Amsterdam Invest
Financial
Repor
t
2021
74
New Amsterdam Invest
Financial
Repor
t
2021
75
New Amsterdam Invest
Financial
Repor
t
2021
76
New Amsterdam Invest
Financial
Repor
t
2021
77
New Amsterdam Invest
Financial
Repor
t
2021
78
New Amsterdam Invest
Financial
Repor
t
2021
79
New Amsterdam Invest
Financial
Repor
t
2021
80
New Amsterdam Invest
Financial
Repor
t
2021
81
New Amsterdam Invest
Financial
Repor
t
2021
82
New Amsterdam Invest
Financial
Repor
t
2021
83
New Amsterdam Invest
Financial
Repor
t
2021
84
Company Financial statements 2024
Company Statement of Financial Position as at 31 December 2024 85
Company Statement of Profit or Loss for the year ended 31 December 2024 86
Notes to the Company financial statements 2024 87
New Amsterdam Invest
Financial
Repor
t
2021
85
Company Statement of Financial Position
as at
31 December 202
4
Before appropriation of profits
(*€1,000) Note 31 December
2024
31 December
2023
Assets
Non-current assets
Tangible fixed assets
3
6
Financial fixed assets
1
4
3
,
552
37,120
Total non
-
current assets
4
3
,
55
5
37,126
Current assets
Value added tax receivable
360
10
Current account investors
5
-
120
Current account with subsidiar
ies
2,381
3,269
Other assets and prepaid expenses
4
43
Total receivables
2
2
,
745
3,442
Cash and cash equivalents
3
777
3,444
Total current assets
3
,
522
6,886
Total assets
47,077
44,012
Equity and Liabilities
Equity
Share capital
247
247
Share premium
49,
172
49,7
62
Currency translation reserve
1,
676
-
6
10
Other legal reserves
868
-
General
reserves
-
8,636
-
1,062
Result for the year
2,647
-
4,907
Total equity
4
45,974
43,430
Current liabilities
Trade payables
132
84
Tax liabilities
240
24
Current account related party
5
88
-
Other short
-
term liabilities
643
474
Total
current liabilities
1,
103
582
Total liabilities
1,
103
582
Total equity and liabilities
47,077
44,012
New Amsterdam Invest
Financial
Repor
t
2021
86
Company Statement of Profit or Loss
for the year ended 2024
(*€1,000) Note 2024 2023
Revenues
9
21
89
8
Expenses
Work contracted out and other external expenses
6
166
188
Wages and salaries
7
450
346
Social security charges
7
60
33
Depreciation expense
5
7
Other expenses
8
295
1,
748
Total expenses
976
2,322
Operating result
-
5
5
-
1,424
Financial income and expense
9
2,
223
1,468
Result before tax
2,
168
44
Taxation
10
-
55
9
505
Share in result of subsidiaries
1
1,
039
-
5,456
Result for the period
2,647
-
4,907
New Amsterdam Invest
Financial
Repor
t
2021
87
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
Repor
t
2021
88
1. Financial fixed assets
(*€1,000)
Investments
in
subsidiaries
Receivables
from
subsidiaries
Deferred tax
assets
Total
Balance
as at
1 January 202
3
- - - -
Investments
- - - -
Loans provided
- 42,681 - 42,681
Share in result
-25 -5,431 - -5,456
Foreign exchange differences
25 -635 - -610
Recognition of deferred tax asset
- - 505 505
Balance
as at
31 December
2023 / 1 January 2024
- 36,615 505 37,120
Investments
- - - -
Loans provided
- 3,542 - 3,542
Share in result
188 852 - 1,039
Foreign exchange differences
-188 2,474 - 2,286
Utilisation of deferred tax asset
- - -409 -409
Other
- -26 - -26
Balance
as at
31 December
2024
- 43,457 96 43,552
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. Given the loss in 2023, the carrying amount of the investment in subsidiary
remained nil as at 31 December 2023 and this continues to be the case as at 31 December 2024.
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 € 2,381k as at 31 December 2024 (31
December 2023: € 3,269k) 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 4.4% – 4.725% during 2024 (2023:
4% - 4.4%).
Deferred tax assets relate to tax losses carried forward. These were largely utilized in 2024. For further
disclosure in this respect, reference is made to note 10 below and note 2 in the consolidated financial
statements.
2. Receivables
For disclosures regarding the VAT receivable position, reference is made to note 3 in 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
Repor
t
2021
89
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 2023
247
49,419 - - 934 -2,080 48,520
Appropriation of prior
year result
- - - - -2,080 2,080 -
Additional promoter
contribution
-
343 - - - - 343
Share-based payment - - - - 84 - 84
Currency translation
differences
-
- -610 - - - -610
Transfers to (from)
legal reserves
-
- - - - - -
Result for the year - - - - - -4,907 -4,907
Balance as at 31
December 2023
247
49,762 -610 - -1,062 -4,907 43,430
Appropriation of prior
year result
-
- - - -4,907 4,907 -
Currency translation
differences
-
- 2,286 - - - 2,286
Transfers to (from)
legal reserves
-
- - 868 -868 - -
Dividend - -590 - - -1,769 - -2,359
Other - - - - -30 - -30
Result for the year - - - - - 2,647 2,647
Balance at 31
December 2024
247 49,172 1,676 868 -8,636 2,647 45,974
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 cumulative revaluations on these properties were negative hence no legal reserve was recognized.
As at 31 December 2024, cumulative revaluations for the Travelodge property are positive, for which a
legal reserve has been formed. No reserve for subsidiaries has been formed for positive cumulative
revaluations in the Group’s US subsidiaries since there are no local restrictions on distributability of
unrealized profits.
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 directors propose to declare a dividend for the year of € 1,769k, which amount is equal to the interim
dividend payments in June and December 2024. The remaining net profit of € 878k will be added to the
general reserve in shareholders’ equity.
New Amsterdam Invest
Financial
Repor
t
2021
90
5. Current accounts with related parties
As at 31 December 2024, the Company has a liability of € 88k, payable to Van Dam, Van Dam & Verkade
B.V., a private company of the members of the Management Board. This is presented under the ‘current
account related party’ in the statement of financial position.
As at 31 December 2023, the Company had a € 120k receivable from Van Dam, Van Dam & Verkade B.V.,
which was presented under the ‘current account investors’ in the statement of financial position.
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)
2024 2023
Equity-settled share-based payment - 84
Gross wages
450
262
Social security charges
60
33
510
379
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)
2024 2023
General expenses 104 237
Other personnel expenses
94
86
Bank charges
13
108
Administrative & overhead
387
466
Business Combination expense
-
412
Impairment (reversal) of VAT receivable
-
330
33
0
Legal & professional fees
27
10
9
295
1,748
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)
2024 2023
Interest income (expense) on
e
scrow account
-
502
Interest income on loans
1,954
977
Interest on bank accounts
112
43
Exchange differences
157
-
54
Total financial income (expense)
2,
223
1,4
68
New Amsterdam Invest
Financial
Repor
t
2021
91
10. Taxation and tax liabilities
In 2024, the Company incurred a tax expense of € 559k. Of this amount, € 409k related to utilization of
the deferred tax asset for tax losses carried forward and for the remainder of € 150k pertains to current
income tax, for which an income tax liability has been recognised.
As at December 31, 2024, the Company had tax losses carried forward amounting to € 372k (December
31, 2023: €1,957k), and a deferred tax asset was recognized in the amount of € 96k (December 31, 2023:
€505k).
Given the availability of tax losses carried forward in prior year, and the fact that the utilization of such
losses in 2024 was capped, the was a current tax charge for 2024 and a current tax payable as at 31
December 2024 of € 150k. In 2023, the corporate income tax benefit for the year regarded fully to the
recognition of a deferred tax asset (reference is made to the consolidated financial statements) for tax
losses carried forward.
The following table summarizes the tax liabilities of the Company:
(*€1,000)
31 December
2024
31 December
2023
Corporate income tax payable 150 -
Wage tax payable 24 24
Dividend
withholding
tax
payable
66
-
Total tax liabilities
240
24
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 2024 amounts to € 2k (2023: € 1k).
The contract for the two workplaces expired on 31 January 2025 (31 December 2023: monthly rate of €2k).
The Company moved to Herengracht 474 at Amsterdam at 1 February 2025. The monthly payment amounts
to € 3k. These costs are expensed when incurred since the Company applies the practical expedient for
short-term leases to this contract.
Amsterdam, 25 April 2025
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.
Report on the audit of the financial statements 2024 included in the annual
report
Our opinion
We have audited the financial statements 2024 of New Amsterdam Invest N.V. based in Amsterdam. The
financial statements comprise the consolidated financial statements and the company financial statements.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
New Amsterdam Invest N.V. as at 31 December 2024 and of its result and its cash flows for 2024 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 financial statements comprise:
1. the consolidated and company statement of financial position as at 31 December 2024;
2. the following statements for 2024: the consolidated and company income statement, the
consolidated and company statements of comprehensive income, changes in equity and cash flows;
and
3. the notes comprising material accounting policy information and other explanatory information.
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 for
Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole
at € 1.5 million. The materiality is based on a benchmark of total assets (representing 1.1% 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 current portfolio of the
company is also an important measure, we applied for the profit and loss accounts a lower materiality of €
180,000 based on a benchmark of revenues (representing 1.6% 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 that misstatements in excess of € 75,000, 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.
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Scope of the group audit
New Amsterdam Invest N.V. is at the head of a group of components. The financial information of this group
is included in the financial statements of New Amsterdam Invest N.V.
This year, we applied the revised group auditing standard in our audit of the financial statements. The
revised standard emphasizes the role and responsibilities of the group auditor. The revised standard
contains new requirements for the identification and classification of components, scoping, and the design
and performance of audit procedures across the group. As a result, we approached audit coverage
differently in the design of our audit approach in accordance with the revised group auditing standard.
We performed risk assessment procedures throughout our audit to determine which of the components are
likely to include risks of material misstatement to the financial statements. Within our audit, components
are determined based on entities within the group with similar characteristics. To appropriately respond to
those assessed risks, we planned and performed further audit procedures.
We identified three different components within the group, based on the internal control environments.
These components are the UK property companies, US property companies and the holding entities amongst
which New Amsterdam Invest N.V. We have performed all audit procedures ourselves and did not make
use of other auditors of BDO member firms. However, we did engage internal expertise from BDO UK and
BDO US on valuations and capital markets as described in the Key Audit Matter section.
By performing our audit procedures, we note that the scoping of components on the identified risks (see
also key audit matter section) covers the whole group. We have performed audit procedures for all revenues
and investment properties. At group level, we assessed the aggregation risk in the remaining financial
information and concluded that there is less than reasonable possibility of a material misstatement.
By performing the procedures mentioned above at components, together with additional procedures at
group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s
financial information to provide an opinion on the financial statements.
Audit approach going concern
As explained in the section ‘Going Concern’ on page 57 of the financial statements and in the section ‘Going
Concern’ in the management report, the board has carried out a going concern assessment for the
foreseeable future and at least twelve months from the date of preparation of the financial statements) and
has not identified any events or circumstances that may cause reasonable doubt on the entity's ability to
continue as a going concern (hereinafter: ‘going concern risks’).
Our audit procedures to evaluate the board’s going concern assessment 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 board's going concern assessment contains all relevant information that we have
knowledge of, as a result of our audit by comparing base year financial information of 2024 used in the
assessment with those in the financial statements;
§ Analyzed cash flows from operations, liquidity and solvency ratio’s and assessed whether these or the
development within them are indicating any potential issues regarding the going concern assumption;
§ evaluating 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;
§ obtaining information from the board about its knowledge of going concern risks beyond the period
covered by their going concern assessment.
Our audit procedures indicated that the going concern assumption used by the board 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 fraud risks and monitoring the system of internal control
and how the supervisory board exercises oversight, as well as the results thereof. We refer to section ‘The
company’s response to fraud risk’ of the management board report for further details on this fraud risk
assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud
risk assessment, as well as among others the code of conduct and the insider dealing code. We evaluated
the design and the implementation of internal controls designed to mitigate fraud risks. We have
communicated significant deficiencies in internal control in writing to management and the supervisory
board.
As part of our process of identifying risks of material misstatements of the financial statements due to
fraud, we evaluated fraud risk factors with respect to fraudulent financial reporting, misappropriation of
assets and bribery and corruption. We evaluated whether these fraud risk factors indicate that a risk of
material misstatement due fraud is present.
We incorporated elements of unpredictability in our audit. 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.
The fraud risks identified by us and the specific procedures performed are as follows:
THE FRAUD RISK OF M
ANAGEMENT OVERRIDE OF CONTROLS
Description:
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 our audit, we paid attention to the risk of management override of
controls for:
§ journal entries and other adjustments made throughout the year and during
the course of preparing the financial statements;
§ estimates and estimation processes;
§ significant transactions outside the ordinary course of business;
§ related party transactions.
In this context, for New Amsterdam Invest N.V. we have identified fraud risks
in:
§ the existence of revenue recognition and incorrect accounting for rental
income, for which we refer to the fraud risk below;
§ potential overstatement and/or non-existent expenses;
§ the valuation of investment property because of the various assumptions
used in the fair value measurement, for which we refer to the key audit
matter section below;
§ related party transactions being not at arms’ length and appropriate
disclosures being insufficient.
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Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
§ making 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;
§ inspecting minutes of meetings of those charged with governance;
§ evaluating the design and existence 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;
§ obtaining 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;
§ assessing the judgments made by management when making key accounting
estimates and judgments, and challenging management on the
appropriateness of these judgments, specifically around the aforementioned
valuation risk, see separate Key Audit Matter;
§ performing a test of detail of expenses and investigating corroborative
evidence;
§ performing 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;
§ performing data analytics testing on outgoing payments based on pre-defined
risk-based criteria;
§ evaluating 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;
§ evaluating all (significant) related party transactions and assessing if the
conditions of these transactions are at arms’ length and if these are properly
disclosed;
§ remaining 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.
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THE RISK OF FRAUDULENT FINANCIAL REPORTING DUE TO OVERSTATEMENT OF REVENUES
Description: We recognized 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.
Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
§ evaluating 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;
§ evaluating the design and implementation of the Group’s internal control
measures relating to the recognition of revenue;
§ testing the appropriateness of journal entries made throughout the period
which met specific risk-based criteria, including manual journal entries over
revenue;
§ performing 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;
§ tested whether unauthorized credit notes have been recorded in the following
financial year that may give an indication of incorrectly booked revenue in
the current financial year;
§ 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.
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THE FRAUD RISK IN THE PURCHASE-TO-PAY PROCESS
Description: We have identified a fraud risk concerning the purchase-to-pay process. In this
risk we consider the possibility that fictitious expenses are recorded, expenses
are overstated and payments are made to the wrong creditors / bank accounts.
Our audit approach
and observations:
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;
§ evaluating the design and implementation of the Group’s internal control
measures relating to the purchase-to-pay process;
§ testing the appropriateness of journal entries made throughout the period
which met specific risk-based criteria, including manual journal entries over
expenses;
§ performing a test of detail on recorded expenses and investigating
corroborative evidence;
§ performing data analytics testing on outgoing payments based on pre-defined
risk-based criteria;
§ remaining 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 or non-existence of expenses, 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.
The key audit matter “Related party transactions & Accounting treatment of “Business Combination”
transaction’, which was included in prior year’s auditor report is not considered a key audit matter for
this year, since this was a one time transaction in previous financial year.
VALUATION OF INVESTMENT PROPERTIES
Description: The carrying amount of investment properties of New Amsterdam Invest N.V.
amounts to 94% of the consolidated balance sheet total as per 31 December
2024 (€ 128.7 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.
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Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
§ testing the design and implementation of internal controls relating to the
valuation of property, including internal assessment of reports from
appraisers;
§ examining the property's title deed and other legal documents to verify the
ownership, existence, and legal status of the property;
§ assessing the competence, capacity and objectivity of external appraisers;
§ involving 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;
§ paying specific attention to (significant) valuation results compared to prior
year balance valuations, as determined by the external appraiser;
§ evaluating 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.
ACCOUNTING FOR THE ACQUISITION OF NEW PROPERTY
Description: During 2024, New Amsterdam Invest N.V. acquired a new investment property
in the US through a newly founded subsidiary (Interra Remington LLC).
Accounting for the transaction is complex and requires judgement on how the
structure and substance of the transaction are treated under IFRS, which
included the structuring of the newly founded subsidiary. Due to the magnitude
of the transaction and complexity involved, the accounting for the transaction,
it has been identified as a significant risk. For the valuation of the property we
refer to the key audit matter ‘Valuation of Investment Properties’.
An area of significant judgement is the determination of the accounting
treatment for the profit sharing agreement with the minority member in Interra
Remington LLC for which we refer to note 1 under ‘share based payments’.
It is concluded that the acquisition of the property does not meet the definitions
of a business combination following the IFRS 3 standard. Hence, the transaction
is treated as an asset deal transaction (acquiring (group of) assets instead of a
business). Due to the complexity of the transaction, the significance of
interactions and audit effort during the audit process, we considered the
valuation of investment property as a key audit matter in our audit.
Our audit approach: Our audit procedures included, amongst others, the following:
§ inspecting and reviewing all relevant documentation with regards to the
acquisition to identify all relevant conditions and agreements regarding the
deal and verify if the acquisition is properly recorded;
§ performing substantive audit procedures on additional capitalized expenses
relating to the transaction;
§ reconciling the fund flow relating to the transaction;
§ assessing whether there was a potential ABC-transaction by ensuring the
object was not transferred multiple times within a short period;
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§ reviewing management’s position papers, inquiries with management
including the minority shareholder and included a financial accounting
specialist in our audit team on this topic;
§ reviewing and assessing the reasonableness of the share based payment
charge that was calculated by management, including assessing the method
applied, analyzing the sensitivity of the model and challenging assumptions
included in the model. We engaged valuation experts to perform certain
review procedures;
§ assessing the conditions of the obtained vendor loan and concluding on the
arms’ length of this loan, as well as the proper disclosures;
§ reviewing management’s position on the IFRS 3 treatment (business or asset
acquisition);
§ evaluating whether the disclosures are in accordance with requirements of
the applicable financial reporting framework ensuring proper disclosure in the
financial statements.
Our audit procedures did not reveal any specific findings with regard to the
acquisition of new property and the share based payment charge, potentially
resulting in material misstatements.
DEVELOPING CONTROL ENVIRONMENT
Description:
Following the completion of the "Business Combination" in previous financial
year (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:
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 inquired 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 outsourced 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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Report on the 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.
Ø Supervisory board report.
Ø Remuneration report.
Ø Corporate governance.
Ø Risk management and control.
Ø Statements from the Management Board.
§ 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 all the information regarding the management report and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code 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 and Section 2:135b
sub-Section 7 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. The board is also responsible for the preparation of the
remuneration report in accordance with Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
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 the year 2021 and have operated as statutory auditor ever since that financial year.
No 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 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 (partly) 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 one single reporting
package.
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Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
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 among 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:
Ø 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;
Ø 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.
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 with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as 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 misstatements, whether due to fraud or error, 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.
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We have exercised professional judgement and have maintained professional scepticism 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;
§ 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 management’s use of the going concern basis of accounting, 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.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units within the group as a basis for
forming an opinion on the financial statements. We are also responsible for the direction, supervision and
review of the audit work performed for purposes of the group audit. We bear the full responsibility for the
auditor's report.
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 to the audit committee 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, 25 April 2025
For and on behalf of BDO Audit & Assurance B.V.,
A.P. van Veen RA
