TIDMNEOA TIDMNEOW
RNS Number : 7449C
New Energy One Acquisition Corp.
14 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES
LAWS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
14 June 2023
New Energy One Acquisition Corporation Plc
Results of General Meeting for the extension of the Business
Combination Deadline and redemption election
Amendment and Restatement of Warrant Instrument and Notice to
Warrant Holders
New Energy One Acquisition Corporation Plc ("NEOA" or the
"Company"), a special purpose acquisition company, is pleased to
announce that the Extension Resolutions put to Shareholders at the
General Meeting of the Company held today were duly passed
resulting in an extension of the Business Combination Deadline to
15 March 2024. The Company also announces the results of redemption
elections in connection with the Business Combination
Extension.
The results of the voting on the Extension Resolutions at the
General Meeting are set out below and full details of the Extension
Resolutions are set out in the notice of General Meeting at the end
of the Circular. The results of the redemption election in
connection with the Business Combination Extension and next steps
are also set out below.
The Company also announces that, following approval of the
Extension Resolutions at the General Meeting, it has entered into a
Deed of Amendment and Restatement dated 14 June 2023 in relation to
the Warrant Instrument (Public Warrants) (the "Amended and Restated
Warrant Instrument") amending and restating the Warrant Instrument
dated 9 March 2022 as amended on 19 December 2022 relating to the
Public Warrants, as indicated in the Company's announcement on 25
May 2023. A notice to Warrant Holders summarising the amendment
made in the Amended and Restated Warrant Instrument is set out in
Appendix 1 to this announcement.
Results of voting on the Extension Resolutions at the General
Meeting
The table below sets out the results of the poll at the General
Meeting. Each Shareholder present (including in person or by proxy)
was entitled to exercise one vote per Share held and the voting on
the Extension Resolutions was taken on a poll and the results were
as follows:
Special Resolution Votes For* Votes Against* Total Votes
Votes Withheld**
Number %*** Number %*** Number Number
------------ ------- --------- ------ ----------- ------------
1. To approve the
disapplication of
Article 25 in connection
with the extension
of the Business 99.83 0.17
Combination Deadline 15 ,341,429 % 26,789 % 15,368,218 -
------------ ------- --------- ------ ----------- ------------
2. To approve certain
amendments to the
Articles of Association
to extend the Business
Combination Deadline
to 15 March 2024
and reinstate the
application of Article 0.17
25 15,341,429 99.83% 26,789 % 15,368,218 -
------------ ------- --------- ------ ----------- ------------
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'for' or 'against' the
relevant Extension Resolution
*** Rounded to two decimal places
The total number of Shares carrying voting rights in issue at
the Voting Record Time was 21,875,000, comprising 17,500,000
Ordinary Shares and 4,375,000 Sponsor Shares, none of which was
held in treasury. Each Ordinary Share and each Sponsor Share
entitled its holder to one vote on each of the Extension
Resolutions so the total number of voting rights in the Company at
the Voting Record Time was 21,875,000.
A copy of the Articles of Association reflecting the amendments
approved by Shareholders at the General Meeting will shortly be
available on the Company's website at:
https://www.neoa.london/media-and-investors/default.aspx.
Results of redemption elections in connection with the Business
Combination Extension
The table below sets out the results of the redemption elections
in connection with the Business Combination Extension. Redemption
elections could be made for all or a portion of the Ordinary Shares
held by Public Shareholders and the results were as follows:
Number of Ordinary Shares Number of Ordinary Shares
redeemed* not redeemed*
15,654,386 218
--------------------------
* Excludes the Ordinary Shares held by the Sponsor Entities
The total number of Ordinary Shares eligible for redemption in
connection with the Business Combination Extension was 15,654,604,
none of which was held in treasury. LiveStream LLC and Eni
International B.V. hold 95,396 Ordinary Shares and 1,750,000
Ordinary Shares, respectively, which were not eligible for
redemption.
For Public Shareholders who elected to redeem all or a portion
of their Ordinary Shares, the redemption amount per Ordinary Share,
payable in cash, will be GBP10.325 per Ordinary Share (comprising
GBP10.00 per Offer Share representing the amount subscribed for by
Public Shareholders in the Offering, together with such Ordinary
Shareholders' pro rata entitlement to the Escrow Account
Overfunding of GBP0.325 per Offer Share).
At the redemption amount of GBP10.325 per Ordinary Share, the
aggregate redemption amount for Ordinary Shares validly tendered
for redemption in connection with the Business Combination
Extension will be GBP161,631,535.45. Following such redemptions,
the balance of approximately GBP18.6 million will remain in the
Escrow Account.
Next steps for redemption of Ordinary Shares
Public Shareholders who validly tendered for redemption all or a
portion of their Ordinary Shares on or before the Redemption
Election Time shall, following approval of the Amendment to the
Articles of Association at the General Meeting today, have such
Ordinary Shares redeemed and payment in respect of the redemption
of such Public Shares will be made by the Receiving Agent on 21
June 2023 or as soon as practicable thereafter (expected to be no
later than 28 June 2023).
Public Shareholders who elected to redeem a portion of, or who
did not elect to redeem any of, their Ordinary Shares in connection
with the Amendment to effect the Business Combination Extension
will retain the right to redeem their remaining Ordinary Shares in
accordance with the Articles of Association upon completion of a
Business Combination if one is consummated, or upon a further
Amendment to the Articles of Association or, if the Company has not
completed a Business Combination by the new Business Combination
Deadline of 15 March 2024, in a Pre-Winding Up Redemption.
As explained in the Company's announcement on 25 May 2023, the
redemption of Ordinary Shares held by a Public Shareholder does not
trigger the repurchase or redemption of the Public Warrants held by
such Public Shareholder (if any). Accordingly, Public Shareholders
whose Ordinary Shares are redeemed by the Company will retain all
rights in respect of any Public Warrants that they may hold at the
time of such redemption.
Amendment and restatement of Warrant Instrument
The Company has entered into a Deed of Amendment and Restatement
to give effect to the Amended and Restated Warrant Instrument
(Public Warrants), as indicated in the Company's announcement on 25
May 2023. The purpose of entering into the Amended and Restated
Warrant Instrument (Public Warrants) was to align the definition of
"Business Combination Deadline" in the Warrant Terms &
Conditions with the definition in the Articles of Association
following approval of the Extension Resolutions and the amendments
to the Articles of Association becoming effective.
A notice to Warrant Holders summarising the amendment made in
the Amended and Restated Warrant Instrument is set out in Appendix
1 to this announcement.
Pursuant to Section 10(ii) of the Warrant Terms &
Conditions, the Company is permitted to change any provision of the
Warrant Terms & Conditions, without the consent of holders of
Warrants, with respect to, among other things, matters or questions
arising under the Warrant Terms & Conditions as the Company may
deem necessary or desirable and the Company deems not to adversely
affect the rights of the holders of Warrants, provided that it does
not change or is not expected to change in the good faith
determination of the Board (taking into account advice of
professional advisers) the classification of the Public Warrants
and the Sponsor Warrants as equity in the Company's financial
statements (to the extent the Public Warrants and the Sponsor
Warrants are classified as equity at any time). The Company does
not expect the proposed change to the Warrant Terms &
Conditions to change the classification of the Public Warrants and
the Sponsor Warrants as equity in the Company's financial
statements or to adversely affect the rights of the holders of
Warrants.
The Company confirms that it has also entered into a Deed of
Amendment and Restatement in relation to the Warrant Instrument
(Sponsor Warrants) amending and restating the Warrant Instrument
dated 9 March 2022 as amended on 19 December 2022 relating to the
Sponsor Warrants to make an equivalent change to the Sponsor
Warrants.
A copy of the Amended and Restated Warrant Instrument will
shortly be available on the Company's website at:
https://www.neoa.london/media-and-investors/default.aspx.
Capitalised terms used but not defined in this announcement have
the meanings given to them in Appendix 2.
Enquiries:
NEOA
Sanjay Mehta sanjay.mehta@energyone.je
FGS Global EnergyOne-LON@fgsglobal.com
+44 (0)20 7251 3801
The information contained in this announcement is deemed by NEOA
to constitute inside information for the purposes of Article 7 of
the UK Market Abuse Regulation. By publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain. The person responsible
for arranging the release of this announcement on behalf of NEOA is
Sanjay Mehta, Executive Director.
The LEI of NEOA is 213800NRR4DCRPRUZ804.
Disclaimer:
This announcement may not be published, distributed or
transmitted in the United States, Australia, Canada or Japan, or in
any other jurisdiction in which the publication, distribution or
release would be restricted or prohibited. These materials do not
constitute an offer for securities for sale or a solicitation of an
offer to purchase securities of the Company (the "Securities") in
the United States, Australia, Canada or Japan or any other
jurisdiction in which such offer or solicitation is unlawful. The
distribution of this announcement into jurisdictions may be
restricted by law, and, therefore, persons into whose possession
these materials come should inform themselves about and observe any
such restrictions. Any failure to comply with any such restrictions
may constitute a violation of the securities laws of such
jurisdiction.
The Securities have not been, and will not be, registered under
the U.S. Securities Act of 1993, as amended (the "Securities Act"),
and may not be offered or sold in the United States or the
securities laws of any state or other jurisdiction of the United
States absent registration or an exemption from registration under
the Securities Act. There will be no public offering of the
Securities in the United States. The Securities referred to herein
may not be offered or sold in Australia, Canada or Japan or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan, subject to certain exceptions.
Neither this announcement nor the information contained herein,
nor its publication, constitutes an offer or solicitation by the
Company, or any other issuer or entity for the purchase or sale of
any Securities or any security relating thereto, nor does it
constitute an offer, solicitation or publication to any person in
any jurisdiction where such solicitation or publication would be
unlawful.
This announcement does not constitute a prospectus. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
The Company expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statements
to reflect any change in its expectation with regard thereto or any
changes in events, conditions or circumstances on which any
forward-looking statements are based. No representation or warranty
is made that any of these forward-looking statements or forecasts
will come to pass or that any forecast result will be achieved.
Undue influence should not be given to, and no reliance should be
placed on, any forward-looking statement.
Appendix 1
Notice to Warrant Holders
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendment made in the
Amended and Restated Warrant Instrument.
The definition of "Business Combination Deadline" in section 1
of the Original Warrant Instrument is as follows:
"Business Combination Deadline" the date that is 15 months from the Settlement Date
The definition of "Business Combination Deadline" in section 1
of the Original Warrant Instrument has been deleted and replaced in
the Amended and Restated Warrant Instrument as follows:
"Business Combination Deadline" has the meaning ascribed to it in the Articles of Association
Should any Warrant Holder have any queries in relation to the
contents of this announcement, such Warrant Holder should contact
the Company using the following contact details: Sanjay Mehta
(sanjay.mehta@energyone.je).
Appendix 2
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Amended and Restated the Warrant Instrument dated 9 March
Warrant Instrument" 2022 as amended on 19 December 2022 and
14 June 2023 relating to the Public Warrants;
"Amendment" any proposed amendment to the Articles
of Association (A) to modify the substance
or timing of the Company's obligation
(i) to allow and effect redemption of
Ordinary Shares held by Public Shareholders
in connection with a Business Combination
or (ii) to redeem 100% of the Ordinary
Shares held by Public Shareholders if
the Company does not complete a Business
Combination by the Business Combination
Deadline or (B) with respect to any other
provision relating to Shareholders' rights
or pre-Business Combination activity;
"Articles of Association" the memorandum and articles of association
of the Company, as at the date of this
announcement;
"Board" the board of Directors of the Company;
"Business Combination" a merger, share exchange, asset acquisition,
share purchase, reorganisation or similar
business combination involving the Company
either with a single company or business
or simultaneously with more than one
company or business;
"Business Combination the date of completion of a Business
Completion Date" Combination;
"Business Combination the deadline by which the Company must
Deadline" complete a Business Combination;
"Business Combination the extension of the Initial Business
Extension" Combination Deadline to 15 March 2024;
"Circular" the document published by the Company
in connection with the Business Combination
Extension containing the notice of General
Meeting;
"Company" or "NEOA" New Energy One Acquisition Corporation
Plc, a public limited company incorporated
in England and Wales;
"Companies Act" the Companies Act 2006 and any statutory
modification or re-enactment thereof
for the time being in force;
"CREST" the UK-based system for the paperless
settlement of trades in listed securities,
of which Euroclear UK & International
Limited is the operator;
"Directors" the directors of the Company;
"Escrow Account" the escrow account opened by the Company
with the Escrow Agent;
"Escrow Agent" HSBC Bank plc;
"Escrow Account Overfunding" the gross proceeds from the subscription
at the Offer Price by the Sponsor Entities
of the Overfunding Shares, representing
3.25% of the gross proceeds of the Offering,
less the net amount of any accrued interest
on the total aggregate amount held in
the Escrow Account between the Settlement
Date and the earlier of the Business
Combination Completion Date and the Business
Combination Deadline, which will be used
to provide additional cash funding for
the redemption of Ordinary Shares by
Public Shareholders on a pro rata basis;
"Excluded Persons" means the Sponsor Entities, the Directors,
the Strategic Advisers, any founding
shareholder of the Company and such other
persons as are prevented from voting
on a resolution to approve a Business
Combination by the Listing Rules from
time to time;
"Extension Resolutions" the resolutions of the Company to be
passed at the General Meeting to: (i)
disapply the operation of Article 25
of the Articles of Association in connection
with the Amendment and the Business Combination
Extension; and (ii) approve the Amendment
of the Articles of Association to effect
the Business Combination Extension;
"FCA" the UK Financial Conduct Authority;
" General Meeting the general meeting of the Company to
" approve the Business Combination Extension;
" Initial Business the date that is 15 months from the date
Combination Deadline on which settlement of the Offering occurred;
"
" IPO " the initial public offering of the Company
which completed on 16 March 2022;
" IPO Prospectus " the prospectus dated 9 March 2022 published
by the Company;
"Listing Rules" the listing rules made by the FCA under
section 73A of the FSMA, as amended from
time to time;
"Offer Shares" 15,654,604 Ordinary Shares offered by
the Company at the Offer Price in the
Offering;
"Offer Price" price per Ordinary Share of GBP10.00
in the Offering and Subscription;
"Offering" the initial offering of 15,654,604 Offer
Shares at a price per Ordinary Share
of GBP10.00 to certain institutional
investors which closed on 16 March 2022;
" Ordinary Shareholders holders of Ordinary Shares;
"
" Ordinary Shares redeemable (until completion of a Business
" Combination) ordinary shares in the capital
of the Company with a par value of GBP0.001;
" Overfunding Shares the subscription of 508,775 Ordinary
" Shares by the Sponsor Entities, which
will be used to provide additional cash
funding for the redemption of Ordinary
Shares by Public Shareholders on a pro
rata basis;
" Pre-Winding Up Redemption a redemption of the Ordinary Shares if
" (i) the Company fails to complete a Business
Combination prior to the Business Combination
Deadline or (ii) before the expiry of
the Business Combination Deadline, the
Directors decide it is in the best interests
of the Company to not pursue a Business
Combination;
"Promote Schedule" the terms and performance-related conditions
of the Sponsor Shares as described in
the Articles of Association and the IPO
Prospectus;
"Public Shareholder" a person (other than an Excluded Person)
who holds Ordinary Shares;
"Public Warrants" the warrants of the Company issued to
subscribers of Offer Shares in the Offering
and subscribers of Subscription Shares
in the Subscription on 16 March 2022
on the basis of one warrant of the Company
for every two Offer Shares;
"Receiving Agent" Link Market Services Limited;
"Redemption Election a redemption election notice for Public
Notice" Shareholders who hold their Ordinary
Shares in certificated form to exercise
redemption rights in connection with
the Business Combination Extension;
"Redemption Election 1.00 p.m. on 12 June 2023, being the
Time" date two Trading Days prior to the date
of the General Meeting;
"Securities Act" U.S. Securities Act of 1993, as amended;
"Shareholder" a holder of Shares in the Company;
"Settlement Date" 16 March 2022;
"Shares" the shares in the Company outstanding
from time to time and including the Ordinary
Shares and the Sponsor Shares;
"Special Resolution" a resolution of the Company passed by
a majority of not less than 75% in accordance
with section 283 of the Companies Act;
"Sponsor Entities" LiveStream LLC and Eni International
B.V.;
"Sponsor Shares" the ordinary shares issued to the Sponsor
Entities of par value of GBP0.001 each,
which convert to Ordinary Shares in accordance
with the Promote Schedule;
"Sponsor Warrants" the warrants issued to the Sponsor Entities
in a private placement which closed simultaneously
with the closing of the Offering;
"Strategic Advisers" Sir Peter Gershon, Amber Rudd and Randy
Chen;
"Subscription" the subscription for the Subscription
Shares by the Sponsor Entities in a private
placement which closed simultaneously
with the closing of the Offering;
"Subscription Shares" 1,845,396 Ordinary Shares subscribed
by the Sponsor Entities in the Subscription;
"Trading Day" a day on which the London Stock Exchange
is open for trading;
"Voting Record Time" 6.30 p.m. (London time) on 12 June 2023;
"Warrant Instruments" the instruments constituting the Public
Warrants and the Sponsor Warrants, respectively,
entered into by the Company on 9 March
2022 as amended and restated on 19 December
2022 and 14 June 2023;
"Warrant Terms & Conditions" the terms and conditions in respect of
the Public Warrants and the Sponsor Warrants;
"Warrants" the Public Warrants and the Sponsor Warrants;
and
"Warrant Holders" a holder of the Warrant Instruments.
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END
ROMFLFFSRTISLIV
(END) Dow Jones Newswires
June 14, 2023 10:31 ET (14:31 GMT)
New Energy One Acquisition (LSE:NEOA)
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