Allego SPAC Presentation Deck slide image

Allego SPAC Presentation Deck

Transaction Overview and Pro Forma Equity Ownership Transaction Overview The combined entity is to be listed on the NYSE under the name "Allego" Allego is expected to be organized in the Netherlands and to not be subject to US taxation ● ● Valuation Allego is valued at a pro forma equity value of $3.14bn Structure • Transaction is expected to close in Q4 2021 subject to satisfaction or waiver of customary closing conditions ● Combination is to be funded by SPAC trust account of $552mm¹ and PIPE proceeds of $150mm ¹ Existing shareholder will roll 100% of its equity and, together with management and former advisors, will retain 75% of the combined entity Sources & Uses ($mm) Sources Allego Equity Rollover 2 SPAC Cash in Trust PIPE Cash Proceeds Sponsor Shares Total Sources allego $mm $2,300 73.2% 552 17.6% 150 4.8% 4.4% 138 $3,140 % Note: (1) (2) (3) (4) (5) Uses Allego Equity Rollover Cash to Balance Sheet Transaction Fees 5 Deferred Advisory Fees Sponsor Shares Total Uses $mm $2,300 % 73.2% 556 17.7% 60 1.9% 87 2.8% 138 4.4% $3,140 Pro Forma Valuation 3 Share Price Pro Forma Shares Outstanding Post-Money Equity Value Less: Pro Forma Net Cash on Balance Sheet Enterprise Value Post-Money Ownership 3 Public Spartan III Shareholders PIPE Investors 3% 18% Current Management & Former Advisors 15% Balance sheet figures for Allego are as of March 31, 2021 and converted using USD/EUR of 1.175. Assuming no redemption from Spartan III public shareholders. As of March 22, 2021. Spartan III Sponsor 4% 4 Illustratively assumes Spartan III share price of $10, not including 13.8mm public warrants and 9.36mm Sponsor warrants. Includes net cash proceeds from the offering, existing cash balance of €44mm and existing debt balance of €100mm as of March 31, 2021. Assuming no redemption from Spartan III public shareholders. CONFIDENTIAL $10.00 314.0 $3,140 (490) $2,650 Current Management & Former Advisors and Other Existing Allego Shareholder together represent 75% of Allego ownership Other Existing Allego Shareholder 60% 31
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