REG - New Energy One Acqn. New Energy One-NEOW - Proposed Extension of the Combination Deadline
25/05/2023 07:00
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RNS Number : 6361A New Energy One Acquisition Corp. 25 May 2023
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
25 May 2023
New Energy One Acquisition Corporation Plc
Proposed Extension of the Business Combination Deadline
Proposed Amendment to the Articles of Association
Publication of Notice of Extraordinary General Meeting in connection with the
extension of Business Combination Deadline
New Energy One Acquisition Corporation Plc ("NEOA" or the "Company"), a
special purpose acquisition company, announces today that it is seeking
shareholder approval to extend the deadline by which it may seek a Business
Combination to 15 March 2024.
Introduction
NEOA was formed with the objective of offering a differentiated opportunity to
invest in leaders in the Energy Transition sector, with a specific focus on
the decarbonisation of fossil fuels. NEOA's management has been focused on
pursuing a Business Combination with a target company or business that is
positioned to participate in or benefit from the global transition towards a
low carbon economy. Within the Energy Transition sector and among the
opportunities that NEOA has reviewed and continues to review, NEOA considers
the carbon, capture, utilisation and storage ("CCUS") business most
compelling.
NEOA has engaged with a select number of opportunities about a potential
Business Combination in the Energy Transition sector and, in particular,
across the CCUS value chain. NEOA's ambition is to create:
· amongst the first pure-play publicly listed CCUS companies; and
· a business operating across the CCUS value chain, incorporating
carbon management, capture, utilisation, transportation and storage.
NEOA has signed a non-binding letter of intent in respect of one such CCUS
opportunity.
Negotiations in relation to that potential Business Combination are at a
preliminary stage and, while there is no certainty that any transaction can be
completed, NEOA remains confident that with the benefit of this extension it
would be able to complete this or another Business Combination.
NEOA has retained M&A advisers and legal counsel to assist with a
potential Business Combination.
The proposed extension will require an amendment to the articles of
association of the Company (the "Articles of Association") which currently
require the Company to complete a Business Combination by no later than the
date falling fifteen months after the settlement date of the Company's initial
public offering (the "IPO"), being 16 June 2023.
Extension of Business Combination Deadline
In order to allow the Company additional time to complete a Business
Combination, the Company is seeking an extension of the business combination
deadline from 16 June 2023 (the "Initial Business Combination Deadline") to 15
March 2024 (the "Business Combination Extension").
At the time of the of the Company's IPO an extension was not provided for.
However, to allow the Company sufficient time to agree and consummate a
Business Combination, the Board now considers that an extension to the Initial
Business Combination Deadline is in the best interests of the Company.
The Articles of Association do not provide for an extension to the Initial
Business Combination Deadline. Accordingly, the Company is convening an
extraordinary general meeting to be held at 10.00 a.m. on 14 June 2023 to
consider, and if thought fit, approve the Business Combination Extension by
way of an amendment to the Articles of Association. Shareholders are not being
asked to approve any Business Combination at the General Meeting.
The Company remains confident on the prospect of successfully consummating a
Business Combination with the benefit of the Business Combination Extension by
the revised Business Combination Deadline of 15 March 2024.
Availability of Redemption Rights
Pursuant to the Articles of Association, in the event that any amendment is
made to the Articles of Association: (A) to modify the substance or timing of
the Company's obligation to allow and effect redemption of Ordinary Shares
held by Public Shareholders in connection with a Business Combination or to
redeem 100% of the Ordinary Shares held by Public Shareholders if the Company
does not consummate 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 (each, an "Amendment"), the
Company shall provide the Public Shareholders with the opportunity to redeem
their Ordinary Shares upon the approval of such Amendment.
The Business Combination Extension is therefore conditional upon Shareholder
approval of the resolutions 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, being obtained at
the General Meeting (the "Extension Resolutions"). The disapplication of
Article 25 of the Articles of Association in connection with the extension of
the Business Combination Deadline is a procedural mechanism to provide
sufficient time for the Company to satisfy redemption rights in connection
with the Business Combination Extension while enabling the Amendment to become
effective prior to the expiry of the Initial Business Combination Deadline.
Each of the Sponsor Entities has undertaken in respect of the Shares they hold
to vote in favour of the Extension Resolutions.
The Amendment to effect the Business Combination Extension means that the
Company will provide the Public Shareholders with the opportunity to redeem
their Ordinary Shares, conditional upon the approval of such Amendment, in
order to realise the investment they made at the time of the Offering if a
Business Combination was not completed by the Initial Business Combination
Deadline.
The right of redemption in connection with the Amendment to effect the
Business Combination Extension is in addition to the opportunity for Public
Shareholders to redeem their Ordinary Shares in connection with a Business
Combination if one is consummated or, if the Company has not completed a
Business Combination by the Business Combination Deadline, in a Pre-Winding Up
Redemption (subject to the Company having sufficient distributable reserves in
order to fund such redemption in accordance with applicable law and sufficient
cash proceeds in the Escrow Account).
This right of redemption in connection with the Business Combination Extension
will apply whether or not a Public Shareholder votes in favour of the
Extension Resolutions to approve the Business Combination Extension at the
General Meeting. The amount in the Escrow Account for redemption of each
Ordinary Share in connection with the Business Combination Extension is
anticipated to be £10.325 (comprising £10.00 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, expected to be £0.325 per Offer Share). Furthermore, the amount
in the Escrow Account for redemption of each Ordinary Share in connection with
the Business Combination Extension is anticipated to be the same for
redemption of each Ordinary Share in connection with a Business Combination or
in a Pre-Winding Up Redemption, subject to sufficient distributable reserves
and/or cash proceeds in the Escrow Account to redeem the Ordinary Shares held
by Public Shareholders at such time. Any interest that accrues on the amount
deposited in the Escrow Account, after deductions for any corporation tax
charge thereon, will be set off against the amount initially contributed by
the Sponsor Entities in respect of the Escrow Account Overfunding.
The redemption of Ordinary Shares held by a Public Shareholder does not
trigger the repurchase or redemption of Public Warrants held by such Public
Shareholder (if any). Accordingly, Public Shareholders whose Ordinary Shares
are redeemed by the Company will retain all rights to any Public Warrants that
they may hold at the time of such redemption.
Pursuant to the terms of the Insider Letter, the Sponsor Entities have agreed
to waive any redemption rights they may have with respect to their Ordinary
Shares in connection with the Business Combination Extension.
Expected Timetable of Events*
Event Date and time
2023
Posting of the Circular and Forms of Proxy.................................. 25 May
Redemption election through CREST available.............................. 25 May
Latest time and date for receipt of Forms of Proxy....................... 10.00 a.m. on 12 June
Latest time and date for receipt of redemption requests in respect of Ordinary 1.00 p.m. on 12 June
Shares......................................................................
Voting record date for the General Meeting................................... 6.30 p.m. on 12 June
General 10.00 a.m. on 14 June
Meeting..........................................................................
Announcement of the result of the General Meeting....................... 14 June
Redemption of Ordinary Shares and settlement of redemption monies through 21 June (or as soon as practicable thereafter)
CREST or despatch of cheques in respect of redemption
monies......................................................................
*All references to time in this announcement are to London time.
Exercise of Redemption Rights
Public Shareholders who are registered in the register of members of the
Company are entitled to have their Ordinary Shares redeemed in connection with
the Business Combination Extension if they submit a valid redemption election
by no later than 1.00 p.m. on 12 June 2023 (the "Redemption Election Time"),
being the date two Trading Days prior to the date of the General Meeting.
Redemption elections are available from the date of the Circular for Public
Shareholders.
If Public Shareholders wish to redeem all or a portion of their Ordinary
Shares in connection with the Business Combination Extension, they are
required to submit their redemption election electronically through CREST or
complete and return a Redemption Election Notice so as to be received by Link
Market Services Limited (the "Receiving Agent") by post at Link Market
Services Limited, Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom, in each case by no later than the
Redemption Election Time.
Redemption requests for Ordinary Shares held in certificated or uncertificated
form shall not be valid (unless the Company agrees otherwise) unless they are
received by the Receiving Agent by the Redemption Election Time.
If a Public Shareholder does not wish to redeem any of its Ordinary Shares in
connection with the Business Combination Extension, it does not need to submit
a redemption election or take any other action.
Extraordinary General Meeting
The Business Combination Extension is conditional upon Shareholder approval of
the Extension Resolutions being obtained at the General Meeting. Accordingly,
the Directors are seeking approval of the Extension Resolutions as Special
Resolutions to: (i) disapply the operation of Article 25 of the Articles of
Association in connection with the Business Combination Extension pursuant to
resolution 1; and (ii) conditional on the approval of resolution 1, authorise
the Business Combination Extension by way of an Amendment to the Articles of
Association and reinstate the application of Article 25 of the Articles of
Association pursuant to resolution 2.
If the Company is able to agree the terms of a Business Combination and enter
into definitive binding agreements in respect of such transaction, the Company
will in due course publish an FCA-approved prospectus and circular which will
include a notice to convene an extraordinary general meeting to approve such
Business Combination (among other related matters).
The General Meeting will be held at 10.00 a.m. on 14 June 2023 at the offices
of Lazard & Co. Ltd, 50 Stratton Street, London W1J 8LL, at which the
Extension Resolutions will be proposed. Copies of the notice of General
Meeting and Forms of Proxy are enclosed with the Circular and are available to
download from the Company's website https://neoa.london (https://neoa.london)
.
Consequences of not approving the Business Combination Extension
In the event that the Extension Resolutions are not approved, the Company
will:
· not be able to complete a Business Combination by the Initial
Business Combination Deadline;
· not give effect to any requests for redemption of Ordinary Shares
that have been submitted in connection with the Business Combination
Extension;
· cease all operations except for the purposes of winding up;
· as promptly as reasonably possible but not more than ten Trading
Days thereafter, in the "Pre-Winding Up Redemption", first, redeem the
Ordinary Shares held by Public Shareholders who elect, or, in the case of a
Pre-Winding Up Redemption, who are automatically deemed to have elected, to
tender their Ordinary Shares for redemption in accordance with the Articles of
Association ("Redeeming Shareholders") at a price per Ordinary Share equal to:
(a) the gross proceeds of the issue of (i) the Offer Shares plus (ii) the
Overfunding Shares, divided by (b) the number of Offer Shares (the "Redemption
Amount"), payable in cash, save that where the Company has insufficient
distributable reserves and/or cash proceeds in the Escrow Account to redeem
the Ordinary Shares held by Public Shareholders at a price per Ordinary Share
equal to the Redemption Amount, redeem only such number of Ordinary Shares
held by Public Shareholders as can be redeemed at a price per Ordinary Share
equal to the Redemption Amount and such Ordinary Shares shall be redeemed
among the Public Shareholders pro rata to the number of Ordinary Shares held
by them; and, second, conditional on the payment in full of the Redemption
Amount in respect of each Ordinary Share held by Public Shareholders, redeem
the Ordinary Shares held by Excluded Persons at a price per Ordinary Share
equal to the subscription price payable in cash, save that: (i) no amount
shall be paid to an Excluded Person in respect of such number of Ordinary
Shares as is equal to the number of Overfunding Shares to the extent the
proceeds from the subscription of such Ordinary Shares have been actually
applied towards the payment of the Redemption Amount to Redeeming Shareholders
(and accordingly none of such Ordinary Shares shall be redeemed); and (ii)
where the Company has insufficient distributable reserves and/or cash proceeds
in the Escrow Account to redeem the aggregate number of Ordinary Shares held
by Excluded Persons at a price per Ordinary Share equal to the subscription
price, only such number of Ordinary Shares shall be redeemed as can be
redeemed at a price per Ordinary Share equal to the subscription price and
such Ordinary Shares shall be redeemed among Excluded Persons pro rata to the
number of Ordinary Shares held by them which redemption will extinguish, in
each case, such Ordinary Shareholders' rights in respect of such Ordinary
Shares so redeemed (including the right to receive any distributions in a
liquidation); and
· as promptly as reasonably possible following such Pre-Winding Up
Redemption, subject to the approval of the remaining Shareholders and the
Directors, initiate a members' voluntary liquidation and, subject to the
Company's obligations under English law to have regard to the interests of
creditors and the requirements of other applicable law, following the
conclusion of that members' voluntary liquidation, be dissolved.
Amendment of Warrant Instruments
Subject to approval of the Business Combination Extension by way of approval
of the Extension Resolutions at the General Meeting, following the General
Meeting the Company intends to amend the Warrant Instruments to align the
definition of "Business Combination Deadline" in the Warrant Terms &
Conditions with the definition in the Articles of Association after giving
effect to the Amendment. The Company intends to replace the existing
definition of "Business Combination Deadline" in the Warrant Terms &
Conditions with the words "has the meaning ascribed to in the Articles of
Association".
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.
A notice to Warrant Holders setting out the amendments to the Warrant
Instruments will be published following announcement of the results of the
General Meeting and amendment of the Warrant Instruments.
Capitalised terms used but not defined in this announcement have the meanings
given to them in the Appendix.
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 in relation to the Business
Combination Extension 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:
These materials may not be published, distributed or transmitted in the United
States, Canada, Australia or Japan. These materials do not constitute an offer
for securities for sale or a solicitation of an offer to purchase securities
of NEOA (the "Securities") in the United States, Australia, Canada or Japan or
any other jurisdiction in which such offer or solicitation is unlawful. These
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1993, as
amended (the "Securities Act"). There will be no public offering of the
Securities in the United States. The Securities have not been, and will not
be, registered under the Securities Act. 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 Warrant 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
Definitions
The following definitions apply throughout this announcement unless the
context requires otherwise.
"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 Completion Date" the date of completion of a Business Combination;
"Business Combination Deadline" the deadline by which the Company must complete a Business Combination;
"Business Combination Extension" the extension of the Initial Business 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;
"CCUS" carbon, capture, utilisation and storage;
"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;
"Energy Transition" the global transition towards a low carbon economy;
"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;
"Form of Proxy" the form of proxy accompanying the Circular in respect of the General Meeting;
"General Meeting" the general meeting of the Company to approve the Business Combination
Extension;
"Initial Business Combination Deadline" the date that is 15 months from the date on which settlement of the Offering
occurred;
"Insider Letter" the letter agreement entered into by the Sponsor Entities and the Directors
with the Company dated 9 March 2022;
"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 £10.00 in the Offering and Subscription;
"Offering" the initial offering of 15,654,604 Offer Shares at a price per Ordinary Share
of £10.00 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 £0.001;
"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;
"Redeeming Shareholder" a Public Shareholder who elects, or, in the case of a Pre-Winding Up
Redemption, who is automatically deemed to have elected, to tender its
Ordinary Shares for redemption in accordance with the Articles of Association;
"Redemption Election Notice" a redemption election notice for Public Shareholders who hold their Ordinary
Shares in certificated form to exercise redemption rights in connection with
the Business Combination Extension;
"Redemption Election Time" 1.00 p.m. on 12 June 2023, being the 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 £0.001
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;
"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;
"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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