Invest in Metabolic

Watch the video featuring the founder of Metabolic, Eva Gladek:

“Whether you invest a small or large amount, your trust and money will flow into our company and you will become part of the Metabolic community. As a bondholder, we encourage you to ask any questions you may have and we invite you to contact us ”

About this project

Why invest in Metabolic

Continuous growth: annual turnover of €8 million. Metabolic has grown it's turnover by 33% over the past 4 years, without being dependent on external equity investments. The company expects a compound annual growth rate (CAGR) of 22% through 2030, with a focus on scaling its operations.
Renowned: worked on more than 800 projects in 40 countries, 150 cities, and with more than 300 companies in twelve years. Collaborated in the Netherlands with companies and governments such as Alpro, Municipality of Amsterdam, Diageo, European Commission, Heineken, Hema, PepsiCo, Philips, WWF.
Unique ecosystem model: Metabolic's ecosystem model reveals unique insights and opportunities. It enables Metabolic to create large-scale systemic change in a way that would otherwise be unattainable. It makes it possible to work with an integrated view on the transformation of cities and industries towards a sustainable future.
Systemic approach: expert in tackling complex, interconnected challenges and implementing sustainable solutions. Metabolic identifies system-wide and organizational risks for its clients while discovering new business opportunities.

Metabolic's unique ecosystem

Metabolic implements systems thinking and change through a diverse ecosystem of entities. The integration of these entities reveals unique insights and opportunities. It enables Metabolic to create systemic change in a way that would otherwise be unattainable. Below is an overview of the five entities that Metabolic uses to make society more sustainable:

Consultancy: Advisory services to companies, governments and financial institutions worldwide for developing and implementing sustainability strategies with a large-scale impact.
Institute: Works with nonprofits, governments, and philanthropies to advance open-source knowledge about sustainability and advocate for effective policies. It bridges the gap between academic research and practical experiments.
Software: Provides advanced digital solutions for decision makers in organizations. It measures the impact on the environment and encourages sustainable practices within sustainability frameworks such as CSRD, TNFD and SBTN.
Ventures: Leverages unique insights from Metabolic's knowledge base to build and expand new organizations that address critical gaps to accelerate the transition to a world within planetary boundaries.
Foundation: Strengthening communities through projects such as plastic recycling and renewable energy initiatives.

Market

Metabolic operates in several markets, which correspond to the primary focus of the various entities above. Metabolic is uniquely positioned within the fast-growing sustainability market.

The sustainability consulting market is growing in response to the need to ensure that companies and societies operate within environmental constraints. The market is estimated at 11 billion euros, with an expected growth of 15% to a market of 24 billion euros in 2029. Currently about two-thirds of this is concentrated in Europe and North America, with a value of approximately 7.5 billion euros.

With respect to the Metabolic Institute and Metabolic Ventures; approximately €3.5 billion in philanthropic grants are paid out annually worldwide to climate initiatives and €7 billion in government grants from the European Commission that Metabolic Institute and Ventures can claim.

In addition, investments in climate initiatives amount to approximately 45 billion euros per year and impact investing in a broader sense is estimated at 650 billion euros.

1. About the company

The Issuer was founded in 2012 as a world-leading consultancy and venture building company in the field of circular economy. Metabolic was born from the desire to address the lack of practical action in the sustainability sector. Over the past decade it has grown into a leading international systems change agency, with a strong reputation for implementing systemic solutions.

Metabolic uses data analysis, design methods and strategic advice to realize system changes that contribute to a circular and regenerative economy. The company's vision is to create a world where societies and ecosystems thrive without crossing planetary boundaries.

One of Metabolic's first projects is De Ceuvel in Amsterdam North. A polluted shipyard in Amsterdam was transformed into a living lab for the circular economy that gained international fame. See De Ceuvel in this video. This project has prompted Metabolic to form partnerships with the City of Amsterdam and other municipalities, demonstrating its ability to drive impactful, local change.

Contact Metabolic

Do you have any questions about this project? Please contact us at: invest@metabolic.nl

Event

Metabolic has organized an event exclusively for Investors at the unique location De Ceuvel in Amsterdam to delve deeper into the proposition and answer your questions. Investors are cordially invited on October 7 at 5:00 PM. Register for the event. The event will be held in English.

2. Main features of the bond

Growth financing

To accelerate growth and realize high-impact initiatives, Metabolic will raise a minimum of €1.5 million and a maximum of €4 million. This loan supports Metabolic's strategy to increase competitiveness and customer reach while delivering on its impact mission. Metabolic's work actively contributes to the transformation of cities and industries towards a sustainable future.

The loan will further scale Metabolic's international operations and its software platform solutions. For example, it will stimulate the commercialization of Link, the software platform that HEMA uses for its nature impact reporting.

The bond loan offers an interest of 9.00% per year with a term of 4 years (48 months). The bond loan will be repaid annually during the term via an annuity schedule.

The payment of interest and principal will be made based on operational results.

Securities

In the 'Intercreditor Agreement' between Stichting Belangenbeharting DuurzaamInvesteren and PwC, it has been agreed that the securities, and associated enforcement and amounts, will be distributed pro rata. This is comparable to a 'pari passu' agreement.

The issuing institution provides the following security rights (equal in rank with PwC) to the Foundation to fulfill the obligations to bondholders:

Second lien on the shares of the issuing institution and its subsidiaries;
Second lien on all assets of the issuing institution and its subsidiaries, including movable assets;
Second lien on all current and future claims of the issuing institution.

Transaction costs

An One-off 1.50% (incl. VAT) on the principal amount upon registration

Example returns calculation:

An interested party buys 1 (one) bond for €250.00 the nominal value, and the interested party also pays a one-off 1.50% transaction costs on the invested amount (€3.75 including VAT, per bond). In total, the subscriber pays €253.75 for the purchase of 1 (one) bond.

During the term, a bondholder is entitled to 9.00% annual interest on the outstanding (not yet repaid) principal amount.

During the term, the bond loan will be repaid in full in accordance with the schedule in the information memorandum. At the end of the term, a bondholder has received a total of €319.79 per bond on an investment of €253.75.

The average annual effective return for a bondholder, including transaction costs, is 8.41%

3.Sustainability

Metabolic makes a positive impact on the environment through its projects, network and activities. The company drives systemic change by restoring urban and food systems, decarbonizing and creating sustainable economic models. Key initiatives include:

The Net Zero Cities program, which aims to decarbonize 112 cities by 2040 (a CO2 reduction of 0.7 GT).
Link, the software platform for corporate nature and biodiversity assessment, which manages 926,400 hectares (comparable to the combined size of Friesland, Flevoland and Utrecht)
Consultancy services that guide more than 50 listed companies on their way to circular business operations.

Metabolic attracts top professionals, who exchange high-profile positions for a job at Metabolic to work on real sustainability projects. In addition to their work, many are involved in community activities such as 'Repair Cafés', organic farming and neighborhood composting, while contributing to major initiatives such as the Amsterdam Economic Board and the National Think Tank.

As a company, every aspect of its operations implements sustainable practices, from eco-friendly travel to energy consumption and responsible sourcing.

4.Risk factors

There are always risks associated with an investment. If one or more risks occur, this may have a negative effect on the value of your investment, as a result of which you may lose part or even all of your investment.

Below you will find some of the most important risks that may arise:

Risks associated with the issuer and its business, including the risk of cost overrun;
Risks associated with the bond loan, including the limited tradability of the bonds;
Other risks, including changes in the law or unexpected calamities.

More information about the risks can be found in the information memorandum at the end of the page.

5. Investment information

Important information for interested parties

Only invest when you clearly understand what is offered;
Spread your investments to manage risks;
Never invest money you cannot afford to lose. *

* Nibud recommends maintaining a financial buffer. Visit nibud.nl for more information.

DuurzaamInvesteren does not provide advice or judgment about the propositions on the platform. The provider of the proposition is at all times responsible for the proposition he offers and for compliance with agreements with investors arising from the bond agreement.

6.Exemption from the prospectus obligation

DuurzaamInvesteren.nl has a MiFID and an ECSPR permit. The ECSPR applies to projects up to and including €5,000,000 per project. The MiFID applies to all projects with a value of more than €5,000,000. Under the MiFID regulations it is mandatory to publish a prospectus approved by the AFM.

The issuer of the project declares that the total value of comparable projects in the past 12 months is a maximum of €4,000,000 and is therefore less than €5,000,000. This exempts the issuing institution from the obligation to publish an AFM-approved prospectus with regard to the issuance of this bond loan.

The issuing institution is obliged to compile and publish the Essential Investment Information (KIID) sheet. The EBI can be downloaded at the bottom of this proposition page.

7.Documents

8.Extra information

System change
The social and environmental problems arising from our economic system sometimes seem isolated. However, Metabolic takes an integrated view of these issues – from climate change and biodiversity loss to human health and economic stagnation – and recognizes that many of these challenges are inextricably linked and have important underlying causes.

Finding truly sustainable solutions requires a deep understanding of how different parts of a system – whether a company, city, sector or the entire economy – fit together. Solving problems without considering the broader context in which they exist can cause a domino effect elsewhere and often lead to new, more serious problems. Read more about systems thinking and the 7 pillars of the circular here.

Read more about Metabolic's work:

View Metabolic's recent projects here
Discover the science behind the work through Metabolic's publications

Media-information
Download the press release.
Contact: invest@metabolic.nl