REG - Net Zero Infrastruct - Potential Acquisition

Net Zero InfrastructureAnnouncement

18/01/2024 09:45

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RNS Number : 1574A  Net Zero Infrastructure PLC  18 January 2024

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AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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

("NZI" or the "Company")

Potential Acquisition

NZI is  pleased to announce that it has signed a non-binding letter of intent
("LOI") with QuiaPEG Pharmaceuticals Holding AD (publ) ("QuiaPEG" or the
"Potential Target"), pursuant to which NZI will be granted a licence to the IP
of QuiaPEG for a period of 12 months (the "Licence") with an option to
purchase the IP from the Potential Target at the end of the 12 month period
(the "Option") (the "Acquisition"), which would constitute a reverse takeover
under the UK Financial Conduct Authority ("FCA")'s Listing Rules.

QuiaPeg is a drug development company based on a patented drug delivery
platform, Uni-Qleaver®, and the company develops improved and patentable
forms of drugs under development or already approved by regulatory
authorities. QuiaPEG's shares are admitted on trading on Nasdaq First North
Growth Market.

The Letter of Intent

The LOI is non-binding save for, inter alia,due diligence to be completed by
16 February 2024, the costs in relation to the Acquisition are to be borne
solely by QuiaPEG, exclusivity restrictions that cover QuiaPEG engaging in
discussions or agreements with third parties on alternative transactions, and
other customary terms of an agreement of this nature, such as confidentiality
and governing law.

The Acquisition, if it proceeds, will constitute a reverse takeover under the
FCA's Listing Rules since, inter alia, in substance it will result in a
fundamental change in the business of the issuer. Accordingly, the Company
remains suspended on the Standard Segment of the Official List and from
trading on the Main Market of the London Stock Exchange, pending publication
of a prospectus and the application by the Company to have its enlarged share
capital listed on the Standard Segment of the Official List and admitted to
trading on the Main Market.

The Acquisition is subject, inter alia, to the completion of due diligence,
documentation, shareholder approval 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 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. If the Acquisition does not complete for any reason, it is
expected that the suspension of the Company's listing will be lifted subject
to FCA approval and trading in the NZI shares will recommence.

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 and will also be
issuing its interim results before the end of January 2024.

NZI's Chairman, Mike Elwood said: "QuiaPEG is an exciting drug development
company with a very strong management team. We have known the team for some
time and believe that this will be a perfect fit for our business. Whilst we
have moved from our original renewable focus due to market conditions, the
Board believes that this drug development opportunity is considerable and the
transaction is in the best interest of shareholders."

Per Thoresen, Chairman of QuiaPEG, added: "We are looking forward this
opportunity with NZI and listing the business on the LSE. The prospect of
successfully developing our existing pipeline and advancing our patented drug
delivery platform, Uni-Qleaver® looks promising."

 

Enquiries:

For further information, please visit - www.nziplc.com (http://www.nziplc.com)

 

Contact Details

 

 Net Zero Infrastructure plc                    +44 (0) 799 932 9382

 Mike Ellwood - Non-Executive Chairman

 Strand Hanson (Corporate Adviser)              +44 (0) 20 7409 3494

 Rory Murphy / Abigail Wennington

 Axis Capital Markets Limited (Company Broker)  +44 (0) 203 026 0320

 Richard Hutchison

 IFC Advisory (Financial PR)                    +44 (0) 203 934 6630

 Graham Herring

 Tim Metcalfe

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.

 

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