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
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●
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%
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