Saxo Bank considered a listing on Euronext Amsterdam through a SPAC, but the transaction never closed. Saxo Bank A/S and Disruptive Capital Acquisition Company Limited (DCAC) announced the proposed combination on 15 September 2022. They ended discussions on 7 December 2022, citing challenging market conditions and poor timing.
That distinction matters for investors: Saxo did not complete an IPO, did not raise €2 billion through the transaction, and is not currently a publicly listed company.
What Saxo Bank proposed
The proposal would have combined Saxo Bank with DCAC, an existing special purpose acquisition company listed on Euronext Amsterdam. If completed, Saxo Bank would have become the continuing listed entity.
This was not a conventional IPO. Saxo said the transaction would involve no primary issuance of new Saxo shares because the bank was already well capitalised. Instead, existing shareholders would sell a limited portion of their holdings to DCAC. Those shares would then be distributed to DCAC shareholders, after which DCAC would be delisted and liquidated.
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| Issue | What the proposal involved |
|---|---|
| Listing venue | Euronext Amsterdam |
| Acquisition vehicle | Disruptive Capital Acquisition Company Limited, or DCAC |
| Type of transaction | SPAC business combination involving existing shares |
| New capital raised by Saxo | None planned through a primary share issue |
| Indicative value | At least €2 billion pro forma aggregate value for Saxo’s outstanding shares |
| Outcome | Discussions terminated on 7 December 2022 |
Why the €2 billion figure is often misunderstood
The September 2022 announcement said the proposed transaction valued Saxo’s outstanding shares at a pro forma aggregate amount of at least €2 billion. This was an indicative transaction valuation, not money raised by Saxo and not a final public-market valuation.
DCAC had separately raised £125 million when it listed on Euronext Amsterdam in October 2021. Those figures describe different things:
- At least €2 billion: the proposed value of Saxo’s outstanding shares.
- £125 million: capital raised by DCAC when it listed as a SPAC.
It would therefore be inaccurate to say that Saxo raised €2 billion through the SPAC. The proposed structure was primarily a transaction in existing shares rather than a capital injection into Saxo Bank.
How the SPAC structure would have worked
A SPAC is a listed shell company created to find and combine with a private operating business. Investors first buy shares and often warrants in the SPAC. Once a target is selected, shareholders vote on the proposed transaction and may be able to redeem their shares. If the deal closes, the private company becomes the listed operating business.
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DCAC was already trading in Amsterdam under:
- DCACS for its ordinary shares;
- DCACW for its warrants.
In the proposed Saxo transaction, DCAC would not have injected new primary equity into the bank under the announced structure. Existing Saxo shareholders would have transferred a limited portion of their shares, and DCAC shareholders would have received exposure to Saxo through the resulting listed entity.
The parties described the potential listing as a way to diversify Saxo’s shareholder base, raise its profile and accelerate its growth strategy. J.P. Morgan was identified as placement agent. The original announcement also named Geely Financials Denmark A/S and Sampo Plc as shareholders intending to sell a limited proportion of their holdings. Certain board and senior-management members, including founder and chief executive Kim Fournais, intended to acquire additional shares alongside DCAC if the deal proceeded.
Timeline of the proposed transaction
- 7 October 2021: DCAC listed on Euronext Amsterdam, raising £125 million. It was the first SPAC listed and traded on that exchange in pounds sterling, with an opening price of £10.00.
- 20 May 2022: DCAC and Saxo entered into a non-binding letter of intent covering core elements of a possible combination. They then entered exclusive negotiations.
- 15 September 2022: Saxo and DCAC publicly announced that they would explore a combination intended to list Saxo on Euronext Amsterdam. They stated that no binding agreement had been signed.
- September to December 2022: The companies held investor presentations and conducted market sounding with existing and prospective shareholders, assisted by J.P. Morgan and Carnegie.
- 7 December 2022: Saxo and DCAC terminated discussions, citing challenging market conditions and saying the timing was not optimal.
Why the listing did not happen
The companies did not announce a completed merger agreement or a final public offering. The termination announcement attributed the decision to market conditions and timing. That was significant because SPAC transactions depend on investors being willing to support the deal at the proposed valuation and, where applicable, provide additional financing.
The September announcement had already warned that no binding agreement had been entered into and that there was no assurance the transaction or listing would be completed. The May letter of intent was also non-binding. The proposal was therefore an announced possibility, not a guaranteed route to the stock market.
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What happened to DCAC after the Saxo talks
After discussions with Saxo ended, DCAC pursued a different transaction involving Global InterConnection Group. Later DCAC shareholder documentation recorded the end of the Saxo negotiations, while a March 2023 announcement referred to the Saxo proposal as a failed putative business combination and identified Global InterConnection Group as the alternative transaction under consideration.
This means DCAC’s prior Amsterdam listing should not be confused with a Saxo listing. DCAC was the listed SPAC. Saxo would only have become the continuing listed company after a completed business combination.
Is Saxo Bank publicly listed now?
No. Saxo Bank remains privately owned, according to its current investor-relations information. Saxo Holding AG, which is owned by Fournais Holding A/S and Bank J. Safra Sarasin AG, holds 99.04% of Saxo Bank’s shares. Minority shareholders hold the remaining 0.96%.
There is consequently no Saxo Bank public share ticker created by the proposed Amsterdam transaction. Investors cannot buy Saxo Bank shares on Euronext Amsterdam as a result of this announcement.
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Common mistakes about the proposed Saxo SPAC listing
| Incorrect description | More accurate description |
|---|---|
| Saxo Bank went public in Amsterdam. | Saxo explored a listing, but the discussions ended before completion. |
| Saxo raised €2 billion through the SPAC. | The proposal assigned Saxo’s outstanding shares a pro forma value of at least €2 billion. |
| The deal was a signed merger agreement. | The public announcement said no binding agreement had been entered into. |
| The SPAC injected new equity into Saxo. | The announced structure contemplated a secondary sale of existing Saxo shares, with no primary issue by Saxo. |
| DCAC’s listing meant Saxo was already listed. | DCAC—not Saxo—was the entity listed on Euronext Amsterdam. |
What this means for personal investors
Anyone researching Saxo Bank should treat articles describing an “upcoming” Amsterdam listing as outdated unless they refer specifically to the historical 2022 proposal. The transaction’s indicative valuation cannot be used as a current share price, and the £125 million DCAC fundraising cannot be treated as Saxo’s financing.
The episode is also a useful reminder to distinguish between an announced SPAC intention and a completed de-SPAC transaction. Before relying on a reported listing, check whether the parties signed definitive documents, whether shareholders approved the deal, whether the operating company changed its ticker, and whether the exchange published a completed admission notice.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.FAQ
Did Saxo Bank list on Euronext Amsterdam?
No. Saxo Bank explored a listing through DCAC in 2022, but the parties terminated discussions on 7 December 2022. Saxo remains privately owned.
What was DCAC?
Disruptive Capital Acquisition Company Limited was a SPAC that listed on Euronext Amsterdam on 7 October 2021. Its ordinary shares traded under DCACS and its warrants under DCACW.
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Did Saxo Bank raise €2 billion in the proposed transaction?
No. At least €2 billion was the proposed pro forma aggregate valuation of Saxo’s outstanding shares. It was not capital raised by Saxo.
Would the deal have been a normal IPO?
No. The announced structure contemplated a secondary sale of existing Saxo shares to DCAC shareholders and no primary issue of new Saxo shares.
Why was the Saxo-DCAC deal cancelled?
Saxo and DCAC cited challenging market conditions and said the timing was not optimal. The discussions were terminated before a binding transaction was completed.
The Bottom Line
Bottom line: Saxo Bank considered an Amsterdam listing through the DCAC SPAC in 2022, with a proposed valuation of at least €2 billion. The proposal was not a conventional IPO, no primary Saxo equity was planned, and no binding agreement had been announced. Discussions ended on 7 December 2022, so Saxo did not become publicly listed and remains privately owned.
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