REG-Net Zero Infrastructure Plc: Possible Acquisition and Suspension of Listing

Net Zero InfrastructureAnnouncement

01/06/2023 08:00

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AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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



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