THIS ANNOUNCEMENT, INCLUDING
THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU)
596/2014, WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE
RELEASE
Net Zero Infrastructure
Plc (the "Company")
Possible Acquisition
and Suspension of Listing
The Directors of the Company
are pleased to inform shareholders that it has signed a non-binding
letter of intent ("LOI") to acquire the entire issued share capital
of LINE Hydrogen (Australia) Pty
Ltd, a limited liability company in the renewables energy sector
incorporated in Australia (the
"Potential Target") in consideration for an issue of new shares in
the Company (the "Acquisition"). The Acquisition, if completed, and
an associated proposed private fundraise by the Company, details of
which will be announced in due course, would result in the
shareholders of the Potential Target having a majority interest in
the enlarged group.
The Acquisition is subject,
inter alia, to the completion of due diligence, documentation
and
compliance with all regulatory requirements, including the Listing
and Prospectus Rules and, as
required, the Takeover Code. The Company will update shareholders
as to progress made in relation to the Proposed Acquisition as and
when appropriate. As no binding agreement on mutually acceptable
terms has yet been reached between the parties, the Company cannot
guarantee nor provide any certainty that the Acquisition will be
completed.
The Acquisition, if it proceeds, will constitute a Reverse Takeover
under the Listing Rules since, inter alia, in substance it will
result in a fundamental change in the business of the issuer. Where
a reverse takeover is contemplated but has not yet been completed,
the FCA will normally suspend a company's listing pending the
publication of a prospectus prepared in accordance with the
Prospectus Rules and approved by the FCA, or an announcement that
the Acquisition is not proceeding. Accordingly, the Company has
requested from the FCA a suspension of its Standard Listing with
effect from 1 June
2023.
The Company is working on the
preparation of a prospectus in relation to the Acquisition and
expects, in due course, to be making application for the enlarged
Company to have its Ordinary Shares admitted to the Official List
and to trading on the standard segment of the main market for
listed securities of the London Stock
Exchange.
The UK MAR offers, by way of
exception to the immediate disclosure of inside information, the
possibility on a case-by-case basis to delay such disclosure under
certain conditions. In accordance with article 17(4) of UK MAR, any
issuer may thus delay, under its own responsibility, the public
disclosure of inside information so as not to prejudice its
legitimate interests provided that such omission is not likely to
mislead the public and the issuer is able to ensure the
confidentiality of the information. The Company relied on article
17(4) of UK MAR and delayed the release of information in respect
of the signing of the LOI. In the opinion of the board of directors
of the Company, the delay of the publication of information on the
decision to commence negotiations on the Proposed Transaction was
in the Company's legitimate interest as its disclosure was likely
to affect the outcome of those negotiations or their normal
pattern. The decision to commence negotiations only showed the
intention and the final success of those negotiations depended on
many factors. In the opinion of the board of directors of the
Company, the delay was not likely to mislead the public and they
could ensure the confidentiality of the information.
The Company will update shareholders as the matter
progresses.
NZI's Chairman,
Mike Elwood said: "Joining
forces with LINE Hydrogen means we can leverage our joint resources
with a view to expanding operations and driving the development of
the green energy sector. Together, we believe that we are
well-positioned to capitalize on the growth potential in this
market and contribute to a more sustainable
future."
Brendan James, Founder and Executive Chairman of
LINE Hydrogen, added: "We are thrilled to announce our
proposed transaction with NZI," said Brendan James, Founder and Executive Chairman of
LINE Hydrogen. "The planned merger reflects our shared vision of
advancing the hydrogen economy and accelerating the adoption of
clean energy solutions. We believe that, by combining our strengths
and expertise, we can create significant value for our shareholders
and make a positive impact on the global energy
landscape."
Enquiries:
Mike
Ellwood, Chairman, Net Zero Infrastructure Plc
( 07999 329382 )
Gina
Bozinovski, LINE Hydrogen (Australia) Pty Ltd
( gbozinovski@linehydrogen.com.au
)
About Net Zero
Infrastructure Plc
Net Zero Infrastructure PLC was
formed as a special purpose acquisition company with the intention
to acquire renewable or clean energy companies and to finance,
develop and promote environmentally sound projects
internationally.
The Company believes that due
to the global concerns regarding environmental damage and climate
change as a result of fossil-fuelled power generation, there exists
considerable commercial opportunities in the renewable and clean
energy sector which will play an increasingly significant role in
meeting future energy needs while reducing further environmental
damage.
Clean energy investment
globally has grown in real and relative terms. It is this
opportunity which Net Zero Infrastructure PLC intends to
participate in and augment as a fund-raising vehicle for
enterprises seeking access to international
markets.
About LINE Hydrogen
(Australia) Pty
Ltd
LINE Hydrogen (Australia) Pty Ltd is an Australian-based
hydrogen production company. The company specializes in the
production, distribution and storage of hydrogen for various
applications, offering innovative solutions that contribute towards
a sustainable and decarbonized future.
The Directors of Net
Zero Infrastructure Plc accept responsibility for this
announcement.
FORWARD-LOOKING
STATEMENTS
This announcement contains
forward-looking statements which reflect the Company's or, as
appropriate, the Directors' current views, interpretations, beliefs
or expectations with respect to the Company's financial
performance, business strategy and plans and objectives of
management for future operations. These statements include
forward-looking statements both with respect to the Company and the
sector and industry in which the Company proposes to operate.
Statements which include the words "expects", "intends", "plans",
"believes", "projects", "anticipates", "will", "targets", "aims",
"may", "would", "could", "continue", "estimate", "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements.
All forward-looking statements
address matters that involve risks and uncertainties because they
relate to events that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. Accordingly, there are or will be important factors
that could cause the Company's actual results, prospects and
performance to differ materially from those indicated in these
statements. In addition, even if the Company's actual results,
prospects and performance are consistent with the forward-looking
statements contained in this announcement, those results may not be
indicative of results in subsequent
periods.
These forward-looking
statements speak only as of the date of this announcement. Subject
to any obligations under the Prospectus Rules, the Market Abuse
Regulation, the Listing Rules and the Disclosure and Transparency
Rules and except as required by the FCA, the London Stock Exchange,
the City Code or applicable law and regulations, the Company
undertakes no obligation publicly to update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise. All subsequent written and oral
forward-looking statements attributable to the Company or
individuals acting on behalf of the Company are expressly qualified
in their entirety by this paragraph.
The information contained in
this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its
accuracy, fairness or completeness.