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NEWTREE IMPACT II

Join Us in our Agri-Food Revolution to fight Climate Change
Key Investment Information Sheet Terms & Conditions
€5,009,860
total amount raised in round
2%
Financed 2%
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4 calendar day reflection period

Investor benefits based on commitment levels

 
Invest between €25k - €50k:
o   enjoy an annual invitation to a Newtree portfolio information session.
o   possibility to opt for a nominative registration of your shares, bypassing the need for a brokerage account.

Invest minimum €50k:
o   enjoy an annual invitation to a Newtree portfolio information session.
o   possibility to opt for a nominative registration of your shares, bypassing the need for a brokerage account.
o   gain the opportunity to co-invest alongside Newtree in upcoming ventures within their portfolio (if the opportunity arises and at the sole and entire discretion of the company)


Why is this investment so interesting?


Newtree Impact differentiates itself by using a publicly listed holding structure on the Euronext Access, contrasting with traditional private equity models that often require high minimum investments, typically between €100,000 and €1,000,000. This approach significantly lowers entry barriers, making investment opportunities accessible to a wider audience. 

Moreover, Newtree provides unique liquidity compared to traditional funds (which it is not), where capital is usually locked for 5-12 years. 

This setup allows investors the flexibility to freely trade their shares on the market, avoiding usual trading restrictions associated with private placements.


How do I subscribe?

 
1. Subscribe for the desired amount on the Spreds platform.
 
 2. Spreds validates your subscription after checking the information you have provided (in particular your securities account number).
 
 3. Spreds verifies that the conditions precedent described in the key investment information sheet and below have been met.
 
 4. Once payment has been received, your subscription will be formalized.
 
 5. NEWTREE's capital increase will then be notarized and you will be entered in the company's shareholder register.
 
 6. The shares will be dematerialized and delivered to your securities account.
 
 7. The shares will then be officially admitted to trading on Euronext Access.
 
 8. You will then be free to manage your shares.


Subscription period:

 
The subscription period begins on 07/10/2025 and ends on the Closing Date, which is in principle 23/11/2025.
 
 A decision to extend the subscription period by a maximum of 4 months (i.e. until 23/03/2026) may be taken provided that the total amount subscribed by 23/11/2025 is at least €400,200. 
 
Early closure of the offer may be decided if the total amount of orders on the subscription forms submitted to SPREDS and ECCO NOVA reaches the maximum amount of the offer. The offer can also be closed early once an amount of €2,500,090 has been reached (including following an increase in the maximum amount of the offer). 
 
 The shares will be issued on the date on which the capital increase is completed, if the conditions precedent to this offer (see below) are met, i.e. no later than 23/01/2026 if the subscription period ends 23/11/2025. This may be earlier (if the subscription period is closed early) or later (if the subscription period is extended).


Maximum amount of the offer:


 The maximum amount of the offer is €2,500,090.

An increase of €2,499,800 is possible, up to a maximum amount of the offer of €4,999,890. NEWTREE may take this decision if the total amount of subscriptions reaches €2,500,090 during the subscription period.


Subscription conditions:


NEWTREE reserves the right not to accept subscriptions if the following conditions are not met by the Closing Date:

  • The investor has given a power of attorney to Spreds during the subscription to represent him at the capital increase in order to materialize his subscription to NEWTREE IMPACT Shares at a price of €2.90 per share and for the amount indicated in his subscription.

  • The investor wired the proceeds of his share subscription into a bank account dedicated to the campaign, the number of which is indicated during the online subscription. Spreds’ subscription conditions are detailed during the online subscription process.

  • The investor has mandated SPREDS to pay the funds received into NEWTREE's account in the event that the offer's conditions precedent are fulfilled.

  • The investor has communicated a valid securities account number (i.e. belonging to a bank that appears in the list of accepted banks on the campaign webpage) to the crowdfunding service provider with which he has made his subscription.

  • The investor has expressly authorized NEWTREE, at the time of subscription, to dematerialize and deliver the subscribed shares as soon as possible, via Euroclear, to the securities account number provided at the time of subscription.


Conditions precedent to the offer: 

NEWTREE shares will only be issued if, within two months of the Closing Date (i.e. the "Effective Date"), the cumulative conditions precedent to the subscription of NEWTREE shares listed below are met: 

  • An extraordinary general meeting of NEWTREE's shareholders has been held, at which it was decided to proceed with a capital increase with the opening of a subscription period, and the board of directors has noted that the conditions for this capital increase have been met.

  • The total amount of subscriptions commitments resulting from the present offer is at least €500,250 and does not exceed €4,999,890.

  • The capital increase is based on a pre-money valuation of a maximum of €26,022,495, so that a nominal amount of €2.90 per share is respected.

Should one or more of the conditions precedent not be fulfilled on the Effective Date, the shares will not be issued and investors will be reimbursed for their respective subscription price (without interest) no later than 15 business days after the Effective Date. If an investment can be made before or on the Effective Date, the investor will become a shareholder of NEWTREE.


Subscription price:

 

Each share has a nominal value of €2.90. The minimum subscription amount per investor is €1,450 (with increments of €290) to which is added a subscription fee of up to 3.5% of the nominal value of the investment (i.e. €0.1015 per share).

The total subscription price —based on the minimum investment amount of €1,450 and a 3.5% fee on the nominal value — is therefore €1,500.75. 


Delivery of shares:

 
At the time the shares are issued, investors will be registered in NEWTREE's nominal share register. They will thus become shareholders of NEWTREE. Subsequently, and as soon as possible, NEWTREE will dematerialize the shares, via Euroclear Belgium SA, and deliver them to the investors' securities accounts. The securities accounts must have been opened for this purpose with one of the banks appearing on the list of accepted banks on the campaign web page. After dematerialization, the shares will be freely negotiable, being officially admitted to trading on Euronext Access.


List of accepted banks*: 

 
To subscribe to NEWTREE shares, you must hold a securities account with one of the following banks:

  • Belfius Bank
  • Bolero
  • BNP Paribas Fortis
  • KBC BANK
  • ING
  • Degroof Petercam
  • Bank Delen
  • Keytrade
  • Leleux
  • Procapital
  • VAN DE PUT & Co
  • Citibank (Beobank)
  • Banque Fédérative du Crédit Mutuel (BFCM)
  • Bank of New York Mellon (BONY) 
  • Crédit Agricole and Santander (Caceis Bank)
  • Société Générale
  • Crédit Agricole 
  • BNP Paribas (Securities Services)


Raise summary

Crowd investments €9,860
Committed by others €5,000,000
Amount raised €5,009,860
Minimum round €5,500,250
Maximum round €10,000,000
Shares in the company (total round) 27.76%
Pre-money valuation €26,022,495
Post-money valuation min. €31,522,745
Post-money valuation max. €36,022,495