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Press Release

SMG European Recovery SPAC SE: First SPAC focused on the attractive European Leisure and Lodging space completes €115 million private placement

- SMG European Recovery SPAC SE, the first European vehicle focused on the strong fundamentals and ongoing post-Covid recovery opportunities in the European Leisure and Lodging sector, completes the targeted private placement

- Trading on the Frankfurt Stock Exchange is expected to commence on June 1, 2022

Luxembourg, May 27, 2022

SMG European Recovery SPAC SE (“SMG SPAC” or the “Company”), a Luxembourg special purpose acquisition company (SPAC), completes its private placement announced on May 25, 2022. The Company placed 11,500,000 units (the “Units”), consisting each of one share (a “Public Share”) and one half of a warrant (a “Public Warrant”), at a price of €10.00 per Unit for an aggregate of €115 million. The Units were solely offered to institutional investors.

The Company has applied for admission of the Public Shares (ISIN: LU2380749676) to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (General Standard) and for introduction to trading of the Public Warrants (ISIN: LU2380751656) on the open market (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt Zertifikate AG). Trading of the Public Shares and Public Warrants is expected to commence on June 1, 2022.

Led by experienced private equity investors, Dr. Stefan Petrikovics as CEO of the Management Board, and Anand Tejani as Chairman of the Supervisory Board, SMG SPAC is backed by a sponsor team with decades of experience in identifying, investing in and building leading companies in both in the public and private sectors.

Dr. Petrikovics benefits from significant experience as a principal investor at Morgan Stanley and at TPG Real Estate, where he was most recently responsible for sourcing and execution across Europe and served on various corporate boards. In 2019, Dr. Petrikovics founded SMG Holding, a private technology-enabled investment firm with offices in Amsterdam, Berlin and Luxembourg. Mr. Tejani most recently served as a Partner of TPG where he helped establish TPG’s Real Estate business and also served on TPG’s European Executive Committee.

The SMG SPAC management team brings significant real estate and hospitality experience and includes George Aase as CFO, Liam Doyle as COO, and René Geppert as a member of the Management Board. Mr. Aase previously served as CFO of P3 Logistics Parks, a Pan-European logistics owner and currently serves as Chairman of the Board of listed pan-European real estate group Nepi Rockcastle. Mr. Doyle previously served as COO of Selina, a fast growing global leisure and hospitality brand, and a&o, a pan-European lodging group. Paul Johnson will serve as Operating Partner and member of the Supervisory Board. Mr. Johnson founded his own hotel group, Kew Green Hotels in 2001 and served as CEO until the successful sale of the business in 2015. He also served on the board of Madrid-listed NH Hotels from 2016 to 2019.

With its focus on the Leisure and Lodging sub-sectors of the real estate-related hospitality sector, SMG SPAC is targeting one of the largest and most attractive segments of the European economy, which is expected to continue to demonstrate consistent long term growth. SMG SPAC is looking to partner with a high-quality business that will capitalise on these strong industry fundamentals and which may participate in opportunities arising from post-Covid dislocations. The sponsor team believes that through a business combination, potential targets would benefit from the team’s expertise in operations, building scale European platforms and capital markets as well from the funds provided by the combination to help accelerate their growth.

Barclays is acting as Sole Global Coordinator and ABN AMRO (in cooperation with Oddo BHF SCA) as Joint Bookrunner.

For further information, please visit: www.smg-spac.com

Contact:

Dr. Stefan Petrikovics
Chief Executive Officer
SMG European Recovery SPAC SE
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
stefan@smg-spac.com

DISCLAIMER:

This publication may not be published, distributed or transmitted in the United States, Canada, Australia, South Africa or Japan. This publication does not constitute or forms part of any offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) or any of the assets, business or undertakings of SMG European Recovery SPAC SE (the “Company”) in the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan subject to certain exceptions. The Securities of the Company may not be offered or sold in Canada absent the filing of a prospectus in Canada or in a transaction that is exempt from the requirement that the Company prepare and file a prospectus under applicable Canadian securities laws. No prospectus has been, or will be, filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this publication or on the merits of the Securities and any representation to the contrary is an offence. This publication does not form the basis of and should not be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Recipients of this publication who are considering acquiring Securities of the Company are reminded that any such purchase or subscription must not be made on the basis of the information contained in this publication.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities have already been sold. The listing of the Securities will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding any securities of SMG European Recovery SPAC SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and will be available free of charge on the SMG European Recovery SPAC SE website.

In the United Kingdom, this publication is only being distributed to and is only directed at persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement was directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Units have not been and are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that the Public Shares and the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a “distributor”) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

The Units have not been and are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the United Kingdom (“UK”). For these purposes the expression “Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Securities. Investors should consult a professional advisor as to the suitability of the Securities for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Barclays Bank Ireland PLC is regulated by the Central Bank of Ireland. Barclays Bank Ireland PLC is acting for the Company only in connection with the offering and will not be responsible to anyone other than the Company for providing the protections offered to the clients of Barclays Bank Ireland PLC, nor for providing advice in relation to the offering or any matters referred to in this communication.