REG - i(x) Net Zero PLC - Admission to AIM & First Day of Dealings

I (X) Net ZeroAnnouncement

09/02/2022 07:00

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RNS Number : 0861B  i(x) Net Zero PLC  09 February 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
ANNOUNCEMENT WOULD BE UNLAWFUL.

THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF 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. Prospective investors should not subscribe for or
purchase any securities referred to in this announcement, except on the basis
of the information in the Company's admission document ("Admission Document"),
in connection with Admission (as defined below).

i(x) Net Zero PLC

(the "Company" or "i(x) Net Zero")

Admission to Trading on AIM & First Day of Dealings

i(x) Net Zero PLC, the investing company which focuses on Energy Transition
and Sustainability in the Built Environment, announces that admission to
trading on AIM ("Admission") will take place and dealings will commence at
8.00 a.m. today under the ticker "IX.".

The number of ordinary shares in issue immediately following Admission will be
79,056,811, giving the Company a market capitalisation of
approximately £60.1 million at the issue price of 76 pence per share (the
"Placing Price").

The Admission Document is available at: https://ixnetzero.com/
(https://ixnetzero.com/) .

Summary and Highlights

·    Successful Placing, Subscription and PrimaryBid offer (together the
"Fundraising") raised proceeds of approximately £10.7 million before expenses
through the issue of 14,056,811 new ordinary shares with institutional and
other investors at the Placing Price ("New Ordinary Shares").

·    The New Ordinary Shares represent approximately 17.8 per cent. of
the Company's enlarged share capital immediately following Admission.

·    The Company intends to use the net proceeds raised in the Fundraising
to provide development and expansion capital to certain of its investee
companies, for future investments in companies that fall primarily within its
areas of interest in Energy Transition and Sustainability in the Built
Environment and to provide working capital for the Company.

·    i(x) Net Zero is supported by a strong management team with broad and
deep experience in the finance industry, including in private equity, venture
capital, growth capital, real estate, capital markets, advisory and project
development, risk management, asset management and alternative investments.

Strategy

The Company's approach to the investments it makes is to be actively engaged
in creating, building and developing the businesses of its investee companies
within its two core areas of focus: Energy Transition and Sustainability in
the Built Environment. The Company's strategy can be summarised as follows:

·    Deploy capital within its areas of interest that enables investee
companies to build scale;

·    Source deal flow from, amongst other sources, the significant family
offices that are its shareholders and co-investors, with many of which the
Company has long-standing relationships;

·    Provide its expertise to help build and develop its investee
companies;

·    Invest for the long term; the Company does not have a fixed time
horizon for any of its investments;

·    Source additional capital from its shareholders and other investors
to co-invest alongside the Company, thereby aligning their interests with the
Company's and building enterprise value for its shareholders in the process.

Business Model

The key elements of the Company's business model include:

·    Leverage its management team's long and broad experience in the
financial markets, both generally and within the Company's core areas of focus
in particular;

·    Accelerate the growth of its investee companies through investment of
catalytic capital and the proactive engagement by the Company and its
shareholders;

·    Access intentional capital globally to maximise impact through scale;

·    Acquire equity stakes in its investee companies appropriate for the
capital invested and negotiate opportunities to earn additional equity from
in-depth participation in their development and the achievement of meaningful
and well-defined key milestones and metrics;

·    Evaluate and implement sustainable business strategies in its
investee companies within its core areas of focus;

·    Seek to develop, implement and monitor impact measurement with its
investee companies to provide transparency not just to the targeted financial
returns from their investments, but also the impact results;

·    Adopt flexible time horizons to benefit from opportunities by
investing in both near-term opportunities and the full growth cycle of its
assets.

 

Steve Oyer, Chief Executive Officer of the Company, said:

"We are delighted with the level of interest and support generated ahead of
the Company's admission to trading on AIM. The additional funds raised will
allow the Company to further exploit the significant market opportunity to
deploy capital that has the power to improve the sustainability of our planet
and the communities in which we live.

"Admission to AIM marks the next step in i(x) Net Zero's development and
provides us access to the London market which is at the centre of the impact
investing universe. We are an agile and ambitious business built to accelerate
the growth of investee companies and provide investment to sectors solving the
world's most pressing issues with the ultimate goal of creating a
carbon-neutral future - some of the world's biggest problems present
significant market opportunities."

 

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue will be
79,056,811 shares of no par value with equal voting rights. The Company does
not hold any shares in treasury. The total voting rights figure can be used by
shareholders as the denominator for the calculations by which they will
determine whether they are required to notify their interest in, or a change
of their interest in, the Company under article 40.3 of the Company's articles
of association.

The ISIN number of the Ordinary Shares is JE00BP4DVJ57 and the SEDOL is
BP4DVJ5.

All defined terms used in this announcement have the meanings set out in the
Company's Admission Document dated 4 February 2022, which is available on the
Company's website: https://ixnetzero.com/ (https://ixnetzero.com/) .

 

 

For further information visit https://ixnetzero.com/ (https://ixnetzero.com/)
 or contact:

 i(x) Net Zero                                            Via Buchanan below
 Steve Oyer - Chief Executive Officer
 Pär Lindström - Chief Investment Officer
 Marc Chennault - Chief Financial Officer

 H & P Advisory Limited                                   +44 20 7907 8500

 Financial Adviser, Joint Bookrunner & Joint Broker
 Neil Passmore
 Ernest Bell
 Andy Crispin (Sales)

 Shore Capital                                            +44 20 7408 4050

 Nominated Adviser, Joint Bookrunner & Joint Broker
 Tom Griffiths
 David Coaten

 Iain Sexton

 Buchanan
 Helen Tarbet                                             +44 7872 604 453
 Simon Compton                                            +44 7979 497 324
 Ariadna Peretz                                           +44 7488 495 969

 

Notes to Editors

i(x) Net Zero PLC is an investing company that provide its shareholders
the opportunity to create long-term capital growth with positive, scalable,
measurable and sustainable impact on the environment and on the communities it
serves.

In accordance with its belief that the world's biggest problems are also the
biggest market opportunities, i(x) Net Zero focuses on two critical areas in
which it aims to make a positive impact: (i) Energy Transition and (ii)
Sustainability in the Built Environment. The Company uses a multi-strategy
investment approach, providing the companies in which it invests with the
expertise and catalytic capital to help them grow. To date, i(x) Net Zero has
invested in biofuels, direct air capture, renewable energy, sustainable
workforce housing and sustainable energy efficient apartment buildings for the
urban core.

i(x) Net Zero is a provisional signatory to the UN Principles for Responsible
Investing. The Company is expected to qualify for London Stock Exchange's
Green Economy Mark at Admission.

 

Forward looking statements

This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'anticipates', 'expects', 'intends', 'plans', 'may',
'will' or 'should' or, in each case, their negative or other variations or
comparable terminology. All statements other than statements of historical
fact included in this announcement are forward-looking statements. They appear
in a number of places throughout this announcement and include statements
regarding the Directors' or the Group's intentions, beliefs or current
expectations concerning, among other things, its operating results, financial
condition, prospects, growth, expansion plans, strategies, the industry in
which the Group operates and the general economic outlook.

By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future and therefore are based on current beliefs and
expectations about future events. Forward-looking statements are not
guarantees of future performance and the Group's actual operating results and
financial condition, and the development of the industry in which it operates
may differ materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the Group's
operating results, financial condition and liquidity, and the development of
the industry in which the Group operates are consistent with the forward-
looking statements contained in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Accordingly, prospective investors should not rely on these
forward-looking statements.

These forward-looking statements speak only as of the date of this
announcement. The Company, Shore Capital and Corporate, Shore Capital
Stockbrokers and Hannam expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto, any new information or any change in events, conditions or
circumstances on which any such statements are based, unless required to do so
by law or any appropriate regulatory authority.

Important Notice

This Announcement is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (1) if in
a member state of the European Economic Area ("EEA"), qualified investors as
defined in the prospectus regulation; and/or (2) if in the United Kingdom,
qualified investors as defined in the prospectus regulation who (a) fall
within article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") (Investment Professionals) or
(b) fall within article 49(2)(a) to (d) (High Net Worth Companies,
Unincorporated Associations, etc.) of the Order; or (3) persons to whom it may
otherwise lawfully be communicated (all such persons together being referred
to as "Relevant Persons").

This announcement and the information in it must not be acted on or relied on
by persons who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so. This
announcement does not itself constitute an offer for sale or subscription of
any securities in i(x) Net Zero plc.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and persons into whose
possession this announcement comes should inform themselves about and observe
any relevant restrictions. In particular, this announcement is not for
release, publication or distribution, directly or indirectly, in, into or from
the United States, Canada, Australia, the Republic of South Africa, New
Zealand or Japan.

This announcement does not constitute or form part of any offer or invitation
to sell or issue or any solicitation of any offer to purchase or subscribe for
any securities in any jurisdiction, nor shall it (or any part of it) or the
fact of its distribution form the basis of, or be relied upon in connection
with, or act as any inducement to enter into, any contract or commitment in
relation thereto.

The Ordinary Shares mentioned herein have not been, and will not be,
registered under the US Securities Act of 1933 (as amended) (the "US
Securities Act"), and may not be offered or sold in the United States except
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the US Securities Act. There will be no public
offer of the Ordinary Shares in the United States and the information
contained herein does not constitute an offering of securities for sale in the
United States, Canada, Australia, the Republic of South Africa, New Zealand or
Japan. No money, securities or other consideration is being solicited and, if
sent in response to the information contained herein, will not be accepted.

This announcement is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, New Zealand, Japan 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 contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, the securities referred to
herein to any person in any jurisdiction, including the United States,
Australia, Canada, the Republic of South Africa, New Zealand or Japan 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, transferred or
delivered directly or indirectly, in the United States unless registered under
the US Securities Act or offered in a transaction exempt from, or not subject
to, the registration requirements of the US Securities Act or any other
applicable securities laws of the United States and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act or under the applicable securities laws
of Australia, Canada, the Republic of South Africa, New Zealand or Japan.
There will be no public offer of the Ordinary Shares in the United States,
Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject
to certain exceptions, the Ordinary Shares referred to herein may not be
offered or sold in Australia, Canada, the Republic of South Africa, New
Zealand or Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, the Republic of South Africa, New
Zealand or Japan.

Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all or part of the amount invested.
Persons considering making such an investment should consult an authorised
person specialising in advising on such investments. This announcement does
not constitute a recommendation concerning Admission or the Ordinary Shares.
The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment you may get back less than you originally invested.
Potential investors should consult a professional adviser as to the
suitability of the Ordinary Shares for the person concerned. Past performance
cannot be relied upon as a guide to future performance.

Shore Capital and Corporate Limited ("Shore Capital and Corporate"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as nominated adviser to the Company in connection with Admission
and will not be acting for anyone else in connection with the Admission and
accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Shore Capital and Corporate
or for providing advice in relation to Admission or any other matter referred
to in this announcement. Shore Capital and Corporate's responsibilities as the
Company's nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person in
respect of such person's decision to acquire shares in the Company in reliance
on ay part of this announcement.

H & P Advisory Ltd ("Hannam"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and for no
one else in connection with the Placing and Admission and accordingly will not
be responsible to anyone other than the Company for providing the protections
afforded to customers of Hannam or for providing advice in relation to the
Placing and Admission or any other matter referred to in this announcement.

Shore Capital Stockbrokers Limited ("Shore Capital Stockbrokers"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and for no one else in connection with the Placing
and Admission and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Shore Capital
Stockbrokers or for providing advice in relation to the Placing and Admission,
any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Shore Capital and Corporate, Hannam and Shore Capital Stockbrokers by the
FSMA or the regulatory regime established thereunder, neither Shore Capital
and Corporate, Hannam nor Shore Capital Stockbrokers, nor any of their
respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for the contents of, 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 this
announcement or its contents or otherwise arising in connection therewith.
Accordingly, each of Shore Capital and Corporate, Hannam, Shore Capital
Stockbrokers and each of their respective directors, officers, employees,
advisers and 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, provided that nothing shall act to limit the liability
of any person for their own fraud.

For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 

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