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European SPACs Data Hub

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European SPAC IPO issuance has slowed materially over the first six months of 2022. EU SPACs raised US$1.78 billion in H1 2022, down from the US$5.11 billion secured over the same period last year.

Overview

EU de-SPAC deal value has also cooled, sliding from in excess of US$42.53 billion in H1 2021 to US$20.86 billion in H2 2022.

The White & Case European SPACs Data Hub highlights the key datapoints behind SPAC IPO and de-SPAC M&A trends in Europe.

 

These statistics track the SPAC IPOs for deals above $100m that have listed on European Stock Exchanges. 

European SPAC Data & statistics roundup

European SPAC IPO activity

The EU SPAC IPO market has put on the brakes through the first half of 2022, as geopolitical and macro-economic headwinds have seen investors and issuers step back and put IPOs on hold.

There were only eight SPAC IPOs on European exchanges during the first half of 2022, down more than 50 per cent year-on-year from the 17 listings in H1 2021. Proceeds have slid from US$5.11 billion in H1 2021 to US$1.78 billion over the first half of 2022.

In a quiet market, the UK has been the most popular jurisdiction for IPOs by SPAC sponsors on European stock exchanges. The UK secured more than two-thirds (38.7 per cent) of EU SPAC IPO volume with three listings.

The Netherlands, the go-to European jurisdiction for EU SPAC listings in 2021, recorded two IPOs during the first half of 2022, holding joint-second place for IPO volumes with Germany.

The UK has also been the biggest EU SPAC IPO market by value as well, with listings worth US$810.14 million in H1 2022, followed by the Netherlands with proceeds of US$451.65 million and Germany with US$363.02 million.

The trend of European SPAC sponsors moving back to domestic exchanges rather than looking to IPO in the US has continued to play out, as tighter regulatory oversight and cooling investor appetite make US exchanges less appealing than at the peak of the US SPAC boom in the first half of 2021.

The US has only attracted two listings from EU SPAC sponsors in H1 2022, representing a 15.4 per cent share of EU SPAC sponsor IPO activity. This is down from a market share of 18.4 per cent in 2021 and 55.6 per cent in 2020.

European SPAC IPOs

These statistics track the SPAC IPOs for deals above US$100 million that have listed on European Stock Exchanges from 1 January 2019 to 30 June 2022.

Annual breakdown of European-listed SPAC IPOs

This chart shows the breakdown of annual SPAC IPOs listed on European stock exchanges by value and volume.

1 January 2019 to 30 June 2022

Year

Number of issues

Market share (%)

2019

1

2

2020

2

5

2021

32

74

2022

8 19

Industry Total

43

100

Source: Refinitiv, an LSEG business

 

Issuer nation by number of SPAC listings

This chart shows the nation of the issuer by number of listings for the period between 1 January 2019 and 30 June 2022.

1 January 2019 to 30 June 2022

Issuer nation

Number of issues

Market share (%)

Luxembourg

9 21

Netherlands

8 19

France

7 16

Cayman Islands

4 9

United Kingdom

3 7

Sweden

3 7

Italy

3 7

Finland

2 5

Guernsey

1

2

United States

1 2

Germany

1 2

Switzerland

1 2

Industry Total

43 100

Source: Refinitiv, an LSEG business

 

Issuance stock exchange by number of SPAC listings

This chart shows the number of SPAC IPO listings on European Stock Exchanges by number, by year.

H1 2022

Primary exchange nation

Number of issues

Market share (%)

United Kingdom

3 38

Netherlands

2 25

Germany

2 25

France

1 12

Industry Total

8 100

Source: Refinitiv, an LSEG business

 

Full-year 2021

Primary exchange nation

Number of issues

Market share (%)

Netherlands

15 47

France

4 13

Germany

4 13

Sweden

3 9

Italy

2 6

Finland

2 6

Switzerland

1 3

United Kingdom

1 3

Industry Total

32 100

Source: Refinitiv, an LSEG business

 

Full-year 2020

Primary exchange nation

Number of issues

Market share (%)

France

1 50

Netherlands

1 50

Industry Total

2 100

Source: Refinitiv, an LSEG business

 

Full-year 2019

Primary exchange nation

Number of issues

Market share (%)

United Kingdom

1 100

Industry Total

1 100

Source: Refinitiv, an LSEG business

European De-SPAC Data & statistics roundup

European DE-SPAC M&A activity

De-SPAC M&A value for European assets has mirrored a drop in wider M&A markets during H1 2022. De- SPAC deal value for European targets totalled US$20.86 billion through the first half of the year, less than half the US$42.53 billion secured over the same period in 2021.

On a quarter-on-quarter basis, deal value has also more than halved, dropping from US$14.62 billion in Q1 2022 to US$6.23 billion in Q2 2022. But although year-on-year and quarterly deal values have declined, the market remains significantly larger than it was before the surge in SPAC activity in 2021. Over the first half of 2019 and 2020, for example, de-SPAC deal value for European targets only totalled US$380 million and US$2.35 billion respectively.

De-SPAC deal volumes for European targets, meanwhile, have proved relatively resilient, despite the drop in overall deal value. There have been 22 deals in the year to the end of June 2022, only slightly down year-on-year from 25 deals.

US SPACs are still the most active SPAC dealmakers for European targets. De-SPAC deal value involving a US sponsor totalled US$12.35 billion in H1 2022, more than three times larger than the US$4.09 billion of deal value recorded by SPACs in the Netherlands, the next-largest acquiror nation by value.

US value figures have been inflated by the US$7.36 billion bid for Switzerland-based lottery group Allwyn Entertainment by US SPAC Cohn Robbins Holding Corp., headed up by former White House economic adviser Gary Cohn1.

But US SPACs have been active in other jumbo European deals as well, including a US$1.01 billion move for Italian space transportation and services company D-Orbit by Breeze Holding Acquisition Corp.2, and an US$817.75 million deal for gaming developer Novibet backed by Artemis Strategic Investment Corporation3.

The Allwyn Entertainment and Novibet deals, as well as a US$4.09 billion deal for European online gaming and content company FL Topco led by Pegasus Entrepreneurs—a SPAC managed by European private markets firm Tikehau Capital4—have ensured that media & entertainment ranked as the biggest sector by value with a total of US$13.43 billion.

Financials was the next biggest sector by de-SPAC deal value (although a long way back), with transactions worth US$1.87 billion, followed by technology, with a total of US$1.59 billion.

Media & entertainment was also the largest sector by volume, with five deals in H1 2022, followed by technology, with four deals, and financials and consumer staples, with three deals apiece.

1 https://www.reuters.com/business/european-lottery-group-allwyn-list-nyse-with-blank-check-firm-cohn-robbins-2022-01-21/
2 https://www.cnbc.com/2022/01/27/italian-space-company-d-orbit-going-public-via-nasdaq-spac.html
3 https://igamingbusiness.com/novibet-spac-merger/
4 https://www.privateequitywire.co.uk/2022/06/24/315559/tikehau-capital-sponsored-spac-pegasus-entrepreneurs-combine-fl-entertainment

European De-SPAC/business combinations data

These statistics track the de-SPAC merges involving a European target from 1 January 2019 to 30 June 2022.

Annual summary of De-SPAC transactions with European target

This chart shows the annual number of de-SPAC mergers with European targets, between 1 January 2019 and 30 June 2022.

1 January 2019 to 30 June 2022

Announcement year

Number of deals

Market share (%)

Deal value (US$M)

2019 

5

6

1,211

2020

13

14

15,541

2021

50

56

77,216

2022

22 24 20,864

Industry Total

90 100 114,831

Source: Refinitiv, an LSEG business

 

Year-to-date comparison of De-SPAC transactions with European target

This charts shows year-to-date comparison of the number of De-SPAC deals with a European target for 2019, 2020, 2021 and 2022.

1 January 2019 to 30 June 2022

Announcement year

Number of deals

Deal value (US$M)

January 1, 2019 to June 30, 2019

1

380

January 1, 2020 to June 30, 2020

8

2,358

January 1, 2021 to June 30, 2021

25

42,534

January 1, 2022 to June 30, 2022

22 20,863
Industry Total (January 01, 2019 to June 30, 2022) 90

114,831

Source: Refinitiv, an LSEG business

 

Number of De-SPAC deals in the US by target industry

This chart shows the breakdown of de-SPAC deals for European targetrs by industry volume over the period 1 January 2019 to 30 June 2022.

1 January 2019 to 30 June 2022

Target industry

Number of deals

Market share (%)

Deal value (US$M)

High technology

19 21 15,817

Financials

13 14 9,476

Media & entertainment

12 13 19,074

Healthcare

11 12 8,251

Industrials

10 11 33,277

Materials

5 6 12,056

Retail

5 6 11,122

Consumer staples

5 6 2,843

Consumer products & services

5 6 628

Real estate

3 3 1,504

Energy & power

2 2 777

Industry Total

90 100 114,831

Source: Refinitiv, an LSEG business

 

Number of De-SPAC deals by target nation

This chart shows the target nation broken down by number of de-SPAC deals with a European target over the period 1 January 2019 to 30 June 2022.

1 January 2019 to 30 June 2022

Target nation

Number of deals

Market share (%)

Deal value (US$M)

United Kingdom 34

39

30,925

Germany

10 11 8,026

Italy

8 9 3,133

Sweden

5

6

19,867

Netherlands

5 6 9,615

Switzerland

5 6 9,498

Luxembourg

4 4 17,614

France

4 4 2,533

Norway

4 4 1,086

Guernsey

2

2

4,757

Republic of Ireland

2 2 2,046

Finland

2 2 956

Spain

2 2 521

Iceland

1 1 2,189

Cyprus

1 1 2,032

Greece

1 1 26

Industry Total

90 100 114,831

Source: Refinitiv, an LSEG business

 

Number of De-SPAC deals by acquiror nation

This chart shows the acquiror nation broken down by the number of de-SPAC deals with a European target over the period 1 January 2019 to 30 June 2022.

1 January 2019 to 30 June 2022

Acquiror nation

Number of deals

Market share (%)

Deal value (US$M)

United States

37 41 91,845

United Kingdom

17 19 2,851

Italy

6 7 564

Netherlands

4 5 5,847

France

4 5 2,533

Cayman Islands

4 5 2,325

Luxembourg

3 3 2,922

Germany

3 3 601

Sweden

3 3 94

Finland

2 2 383

Jersey

2 2 51

Russian Federation

1 1 2,032

Republic of Ireland

1 1 1,459

Singapore

1 1 1,118

Mexico

1 1 191

British Virgin Islands

1 1 7

Industry Total

90 100 114,831

Source: Refinitiv, an LSEG business

 

Beyond the numbers

EU SPAC structures evolve to address investor needs

EU SPAC IPO activity may have slowed in 2022, but SPACs have nevertheless become an established route to a public market listing. European sponsors are adjusting SPAC structures to ensure it stays that way.

The volume of European SPAC IPOs may not have matched the highs observed in 2021, but SPACs are now established as a credible option for companies seeking a pathway to public markets.

Eager to make sure that investors continue to see SPACs as attractive opportunities alongside traditional IPOs, EU SPAC sponsors and their advisers have adapted SPAC IPO structures to reflect changing investor requirements.

A key concern for investors has been climbing interest rates (the European Central Bank (ECB) raised rates in July for the first time since 20115, the Bank of England has increased rates to the highest levels seen since 20096), and Europe’s SPAC sponsors have responded by undertaking various measures to keep investors onboard as interest rates move higher.

An increasingly common feature now observed in EU SPAC IPO terms is a truncated investment period. In 2021, SPACs would typically have two years from IPO to source a deal target, but from the start of the year investment periods have typically been reduced to 15 months so that investor capital is not sitting unused and missing out on earning interest for extended periods of time. It has also become more difficult to secure investment period extensions, which are either ruled out altogether from inception, or are now subject to a shareholder vote for approval.

EU SPACs have also introduced mechanisms that will see investors receive a premium on their initial investment if a SPAC does not find a deal target within its investment period.

In a low interest rate environment, investors used to receive the original amount of their capital back if there was no deal, or if they didn't like the deal target and wanted to redeem their shares instead. Now, however, sponsors are putting arrangements in place to return up to 2 percent more than the principal amount to investors in the event of a deal not going ahead.

EU SPACs have also put in place higher thresholds for the award of "promote" bonuses — share awards made to sponsors in a target company when a de-SPAC business combination is secured — following the trend from the US SPAC market.

Last year, European sponsors were converting all of their SPAC shares into target company shares as soon as a business combination deal was secured. More recently, however, only a portion of the sponsor's shares will convert at the business combination with remaining shares only converting as post, de-SPAC stock prices reach certain milestones. This has helped to connect long-term sponsor and investor interests more closely.

These measures indicate that EU SPAC sponsors are working hard to ensure that their offer remains relevant against a rapidly shifting macro-economic backdrop.

5  https://www.ft.com/content/42b002c0-434e-4688-bdb7-33e0a7c2323f
6 https://www.independent.co.uk/news/uk/home-news/interest-rates-uk-2022-bank-england-b2102446.html 

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