REG - New Energy One Acqn. - Initial Public Offering on the LSE

Eni SpAAnnouncement

10/03/2022 13:00

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RNS Number : 3676E  New Energy One Acquisition Corp.  10 March 2022

Not for release, publication or distribution, directly or indirectly, in whole
or in part, into or within the United States, Australia, Canada, Japan, South
Africa, or any other jurisdiction where such release, publication or
distribution would be unlawful.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority or
otherwise and is not an offer of securities for sale in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or South
Africa.

 

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of information
contained in the prospectus (together with any supplementary prospectus, if
relevant) (the "Prospectus"), including the risk factors set out therein, that
was published by New Energy One Acquisition Corporation Plc ("NEOA" or the
"Company") on 9 March 2022 in connection with the admission ("Admission") of
redeemable ordinary shares and matching warrants to the standard listing
segment of the Official List of the Financial Conduct Authority (the "FCA")
and to trading on the main market of the London Stock Exchange plc (the
"London Stock Exchange"). The Prospectus is available on the Company's website
at https://neoa.london (https://neoa.london) , subject to certain access
restrictions.

 

10 March 2022

 

 

New Energy One Acquisition Corporation Plc

 

("NEOA" or the "Company")

 

Initial Public Offering on the London Stock Exchange

 

New Energy One Acquisition Corporation Plc, a special purpose acquisition
company formed for the purpose of effecting a business combination, is pleased
to announce the results of its successful IPO on the main market of the London
Stock Exchange (the "Main Market") by way of a placing of Ordinary Shares with
Public Warrants being issued to subscribers of Ordinary Shares in the IPO on
the basis of one Public Warrant for every two Ordinary Shares.

The Company has raised gross proceeds of £175 million pursuant to the
Offering and the Subscription, consisting of:

·      £156.5 million through the issuance of 15,654,604 Offer Shares
(with matching Offer Warrants) at a price of £10.00 per Ordinary Share to
investors pursuant to the Offering; and

·    £17.5 million through the issuance of 1,750,000 Subscription Shares
(with matching Subscription Warrants) at a price of £10.00 per Ordinary Share
to Eni pursuant to the Subscription (of which, 413,379 Ordinary Shares may be
used for the Escrow Account Overfunding); and

·    £0.95 million through the issuance of 95,396 Subscription Shares
(with matching Subscription Warrants) at a price of £10.00 per Ordinary Share
to Livestream pursuant to the Subscription (of which, 95,396 Ordinary Shares
may be used for the Escrow Account Overfunding),

in each case subject to Admission. Each Public Warrant will entitle its holder
to subscribe for one Ordinary Share at a price of £11.50 (subject to certain
adjustments) at any time from 30 days after the completion of a business
combination by the Company.

Livestream and Eni have also committed to subscribe for: (i) 3,306,250 Sponsor
Shares and 1,068,750 Sponsor Shares respectively, at a price of £0.001 per
Sponsor Share; and (ii) 3,937,500 Sponsor Warrants and 1,312,500 Sponsor
Warrants respectively, at a price of £1.50 per Sponsor Warrant. The Sponsor
Shares and the Sponsor Warrants are not part of the Offering or Subscription,
and will not be admitted to listing or trading on any trading market or
exchange.

The Offering and the Subscription will enable the Company to pursue its
objective of completing a business combination with targets that are
positioned to participate in or benefit from the global transition towards a
low carbon economy, what is called the "Energy Transition", which are
headquartered in, or which have or are expected to have a substantial nexus
to, Europe.

Conditional dealings in respect of the Ordinary Shares are expected to
commence at 8.00 a.m. on 11 March 2022 under the ticker symbol "NEOA".

It is expected that admission of the Ordinary Shares and Public Warrants to a
standard listing on the official list of the FCA will become effective and
unconditional dealings in the Ordinary Shares and Public Warrants on the
London Stock Exchange's main market for listed securities will commence at
8.00 a.m. on 16 March 2022. Dealings in the Public Warrants will be under
ticker symbol "NEOW".

J.P. Morgan Securities plc and Merrill Lynch International are acting as Joint
Global Coordinators and Joint Bookrunners.

Defined terms in this announcement shall have the meaning ascribed to them in
the Prospectus issued by the Company in connection with its IPO unless
otherwise specified.

The Sizing Statement is set out below:

Sizing Statement

Name of issuer: New Energy One Acquisition Corporation Plc

Offer Price: £10.00 per Ordinary Share

Number of Ordinary Shares: 17,500,000 Ordinary Shares

Number of Public Warrants: 8,750,000 Public Warrants

Gross proceeds from the Offering: £156,546,040

Gross proceeds from the Subscription (including the Escrow Account
Overfunding): £18,453,960

Gross proceeds to be utilised for the Escrow Account Overfunding: £5,087,747

Public Offering Commission Cover: £3,130,921

Gross proceeds to be held in the Escrow Account (including the Escrow Account
Overfunding): £175,000,000

Costs Cover: £4,744,079

Amount to be paid by the Joint Global Coordinators (on behalf of the Company)
to LiveStream in respect of certain costs and expenses which LiveStream has
incurred on behalf of the Company: £782,730.

 

Statistics of the Offering

Number of Offer Shares: 15,654,604 Ordinary Shares

Number of Offer Warrants: 7,827,302 Public Warrants

 

Statistics of the Subscription

Number of Subscription Shares: 1,845,396 Ordinary Shares, of which 1,750,000
Ordinary Shares are to be issued to Eni and 95,396 Ordinary Shares are to be
issued to Livestream (including the Overfunding Shares subscribed for by Eni
and Livestream)

Number of Subscription Warrants: 922,698 Public Warrants, of which 875,000
Public Warrants are to be issued to Eni and 47,698 Public Warrants are to be
issued to Livestream

Number of Overfunding Shares: 508,775 Overfunding Shares, of which 413,379
Overfunding Shares will be subscribed for by Eni and 95,396 Overfunding Shares
will be subscribed for by Livestream

 

Statistics of the Sponsor Shares and Sponsor Warrants

Number of Sponsor Shares: 4,375,000 Sponsor Shares, of which 1,068,750 Sponsor
Shares are to be issued to Eni and 3,306,250 Sponsor Shares are to be issued
to Livestream

Number of Sponsor Warrants: 5,250,000 Sponsor Warrants, of which 1,312,500
Sponsor Warrants are to be issued to Eni and 3,937,500 Sponsor Warrants are to
be issued to Livestream

Ends

 

For further information please contact:

Media

Finsbury Glover Hering - Communications Advisor

Adrian Rimmer, Partner                         +44 (0)
207 251 3801

Alice Neave, Associate Director             +44 (0) 7827 820 629

 

J.P. Morgan Securities plc (Joint Global Coordinator and Bookrunner) ("J.P.
Morgan")

Alex
Watkins
+44 (0) 207 742 4000

James Janoskey

Will Holyoak

 

Merrill Lynch International (Joint Global Coordinator and Bookrunner) ("BofA
Securities")

Julian Mylchreest
                               +44 (0) 207 995
3700

Sambacor N'Diaye

Gautier Desruelle

 

 

About New Energy One Acquisition Corporation Plc

 

NEOA has been formed for the purpose of effecting a business combination with
targets that are positioned to participate in or benefit from the global
transition towards a low carbon economy, what is called the "Energy
Transition", which are headquartered in, or which have or are expected to have
a substantial nexus to, Europe.

NEOA is sponsored by LiveStream LLC ("LiveStream") and Eni International B.V.
("Eni"), a wholly owned subsidiary of Eni S.p.A (each of Livestream and Eni
being a "Sponsor Entity" and together, the "Sponsor Entities"). LiveStream is
an investment company formed by one of NEOA's executive directors, Sanjay
Mehta.

NEOA has a highly experienced executive team (the "Executive Team") who
collectively have more than 20 years of proprietary fund management and
principal investment experience, and more than 60 years of extensive capital
markets, corporate finance and operational experience in the energy industry.
NEOA's Executive Team is supported by a strong group of independent board and
strategic advisors with broad market expertise and deep industry contacts,
including with companies that are at the heart of the Energy Transition.

 

IMPORTANT LEGAL INFORMATION

The contents of this announcement have been prepared and are the sole
responsibility of the Company.

This announcement also serves as the sizing statement related to the Offering
as required by article 17(2) of Regulation (EU) 2017/1129 as it forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented.

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 by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States), Australia, Canada, Japan, South
Africa or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for, or otherwise invest in, securities
to any person in the United States, Australia, Canada, Japan, South Africa or
in any jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein may not be offered or sold in the
United States unless registered under the US Securities Act of 1933, as
amended ("Securities Act") pursuant to a transaction exempt from, or not
subject to, the registration requirements of the Securities Act. The proposed
offer and sale of securities referred to herein has not been and will not be
registered under the Securities Act or under the applicable securities laws of
Australia, Canada, Japan or South Africa. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Australia, Canada,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan or South Africa. There will be
no public offer of the securities referred to herein in the United States,
Australia, Canada, Japan, South Africa or elsewhere.

This communication is addressed only to, and directed only at, persons in
member states of the European Economic Area who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129
("Qualified Investors"). Any investment or investment activity to which this
communication relates is available only to and will only be engaged in with
such persons. This communication must not be acted on or relied on in any
member state of the European Economic Area, by persons who are not Qualified
Investors.

This communication is addressed only to, and directed only at, persons in the
United Kingdom (a) who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented, and (b) (i) who have professional experience in matters relating
to investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net
worth companies, unincorporated associations and partnerships and trustees of
high value trusts as described in Article 49(2)(a) to (d) of the Order (all
such persons together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is available only
to and will only be engaged in with relevant persons. Persons who are not
relevant persons should not take any action on the basis of this document and
should not act or rely on it.

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.

Each of the Company, J.P. Morgan, BofA Securities and their respective
affiliates as defined under Rule 501(b) of Regulation D of the Securities Act
("affiliates"), expressly disclaims any obligation or undertaking to update,
review or revise any forward looking statement contained in this announcement
whether as a result of new information, future developments or otherwise, and
the distribution of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the Offering or any
transaction or arrangement referred to therein.

Any purchase of any securities in the proposed Offering should be made solely
on the basis of information contained in the Prospectus published by the
Company in connection with the admission of the Public Shares and the Public
Warrants to the Official List of the FCA and to trading on the London Stock
Exchange plc's main market for listed securities. The Prospectus is also
available on the Company's website at https://neoa.london
(https://neoa.london) , subject to access restrictions. The information in
this announcement is subject to change. Before purchasing any securities in
the Offering, persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the Prospectus. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. In the event of any discrepancy
between this announcement and the Prospectus, the Prospectus will prevail. The
information contained in this announcement is for background purposes only. It
is not the purpose of this announcement to provide, and you may not rely on
this announcement as providing, a complete and comprehensive analysis of the
Company's financial or commercial position or prospects, and the distribution
of this announcement shall not be deemed to be any form of commitment on the
part of the Company to proceed with the Offering or any transaction or
arrangement referred to herein. This announcement shall not form the basis of
or constitute any offer or invitation to sell or issue, or any solicitation of
any offer to purchase any securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include
market conditions. The Offering may not complete and there is therefore no
guarantee that Admission will occur. You should not base your financial
decision on this announcement or the Company's intentions in relation to
Admission at this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all of the
amount invested.

Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not form
part of or constitute a recommendation concerning any offer. The value of
securities can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of a possible offer for
the person concerned.

None of J.P. Morgan, BofA Securities or any of their affiliates or any of
their or their affiliates' directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.
Accordingly, each of J.P. Morgan, BofA Securities and any of its and any of
its or its affiliates' directors, officers, employees, advisers or agents
expressly disclaims, to the fullest extent possible, any and all liability
whatsoever for any loss howsoever arising from, or in reliance upon, the whole
or any part of the contents of this announcement, whether in tort, contract or
otherwise which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.

J.P. Morgan and BofA Securities are acting exclusively for the Company and
no-one else in connection with the proposed Offering. They will not regard any
other person as their respective clients in relation to the proposed Offering
and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the proposed Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. J.P. Morgan and
BofA Securities are authorised by the Prudential Regulation Authority and
regulated by the Prudential Regulation Authority and the Financial Conduct
Authority in the United Kingdom.

In connection with the Offering, J.P. Morgan and BofA Securities and any of
their affiliates may take up a portion of the Offer Shares and Offer Warrants
as a principal position and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such Offer Shares and/or
Offer Warrants and other securities of the Company or related investments in
connection with the Offering or otherwise. Accordingly, references in the
Prospectus to the Offer Shares and/or Offer Warrants being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by
J.P. Morgan and BofA Securities and any of its affiliates acting in such
capacity. In addition, J.P. Morgan and BofA and any of their affiliates may
enter into financing arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which J.P. Morgan and BofA
Securities and any of their affiliates may from time to time acquire, hold or
dispose of Offer Shares and/or Offer Warrants. None of J.P. Morgan, BofA
Securities nor any of their affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Offer Shares and the Offer Warrants subject of the
Offering have been subject to a product approval process, which has determined
that: (a) the target market is eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook, and professional clients, as defined
in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented; and (b) all
channels for distribution to eligible counterparties and professional clients
are appropriate (the "UK Target Market Assessment").

Any person subsequently offering, selling or recommending the Offer Shares and
Offer Warrants (a "Distributor") should take into consideration the
manufacturers' relevant UK Target Market Assessment; however, a Distributor
subject to the UK Product Governance Requirements is responsible for
undertaking its own target market assessment in respect of the Offer Shares
and the Offer Warrants (by either adopting or refining the manufacturers' UK
Target Market Assessment) and determining appropriate distribution channels.

Notwithstanding the UK Target Market Assessment, Distributors should note
that: the price of the Offer Shares and Offer Warrants may decline and
investors could lose all or part of their investment; the Offer Shares and
Offer Warrants offer no guaranteed income and no capital protection; and an
investment in the Offer Shares and Offer Warrants is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offering.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Offer Shares and Offer Warrants.

Each Distributor is responsible for undertaking its own target market
assessment in respect of the Offer Shares and Offer Warrants and determining
appropriate distribution channels.

Prohibition of sales to UK, EEA and Swiss Retail Investors

The Offer Warrants and Offer Shares are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom, EEA or in Switzerland,
in or as part of the Offering. For these purposes, (A) in the United Kingdom a
"retail investor" means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as
amended, the "EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2
of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") as it
forms part of UK law by virtue of the EUWA; (B) in the EEA, a "retail
investor" means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation; and
(C) in Switzerland, a "retail investor" means a person who is not a
professional client as defined in Article 4 Paragraph 3 of the Swiss Federal
Act on Financial Services (the "FinSA"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation"), including the PRIIPs Regulation as it forms part of UK domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Offer Warrants and Offer Shares or otherwise making them available to
retail investors in the UK, EEA or in Switzerland has been prepared and,
therefore, offering or selling the Offer Warrants and Offer Shares or
otherwise making them available to any retail investor in the UK, EEA or in
Switzerland may be unlawful under the UK PRIIPs Regulation, the PRIIPs
Regulation or the FinSA, as applicable.

 

 

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