Codex Acquisitions - Entry into Acquisition Agreement and Update
06/02/2025 07:00
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RNS Number : 1604W Codex Acquisitions PLC 06 February 2025
THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
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JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC LAW IN THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").
6 February 2025
Codex Acquisitions plc
Entry into Acquisition Agreement and Update
Codex Acquisitions plc (LSE: CODX) ("Company" or "Codex") is pleased to
announce that it has entered into an English law governed acquisition
agreement (cast as a deed) with certain vendors, dated 5 February 2024, to
acquire the entire share capital of Technologies New Energy S.A. ("TNE"), a
sociedade anónima incorporated in Portugal operating in the renewable energy
sector, for £28,000,000 to be settled by way of the issue and allotment of
new ordinary shares of nominal value £0.10 each in the capital of the Company
("Ordinary Shares") at a reference price of £0.20 per share ("Acquisition"),
conditional on admission of the enlarged issued share capital of the Company
to listing on the equity shares (transition) category of the Official List of
the Financial Conduct Authority ("FCA") ("ES(T)C Listing") and to trading on
the main market for listed securities ("Main Market") of London Stock Exchange
plc ("London Stock Exchange") ("Admission").
The Acquisition Agreement contains an Admission long stop date of 28 February
2025 (which may be extended by mutual agreement of the parties).
The Company has also entered into an English law governed amendment (cast as a
deed), dated 5 February 2025 ("FAA Deed of Amendment") to the financial
advisory agreement, dated 2 March 2022 ("Financial Advisory Agreement"),
pursuant to which the Company will pay Codex Capital Partners Limited ("Codex
Capital") the previously agreed amount of £107,000 (plus value added tax)
transaction success fee 12 months after Admission in such instalments as
deemed reasonable by the Company in light of the enlarged group's working
capital position from time to time, rather than on Admission.
The Company continues to constructively engage with the FCA with respect to
the approval of its prospectus relating to, inter alia, the Acquisition and
Admission, and the eligibility for an ES(T)C Listing of the enlarged group,
and to progress with associated workstreams.
The Company intends to proceed as quickly as possible towards Admission,
however, there can be no certainty that Admission will occur or, therefore,
that the Acquisition will be completed.
Prior to Admission, the Company will pre-emptively change its name, logo, TIDM
and website - details of which will be announced in due course. The Company's
LEI (213800VBVRGDTYL9Y928), and the Ordinary Shares' ISIN (GB00BNVRHQ51) and
SEDOL code (BNVRHQ5) shall not be affected.
Further announcements will be made in due course, as appropriate.
Julio Perez, Non-Executive Director of the Company, said: "We are excited to
announce the execution of the Acquisition Agreement, which marks a critical
milestone in connection with TNE's listing on the Main Market of the London
Stock Exchange by way of a reverse takeover. We are committed to successfully
finalising this transaction and look forward to our ongoing collaboration with
TNE."
Ricardo Eiras, CTO of TNE, said: "TNE remains fully committed to completing
this transaction with Codex and values their consistent cooperation and
support throughout this process."
For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of the Company is Julio Perez, Non-Executive
Director.
- Ends -
Enquiries:
Codex Acquisitions plc Tel: +44 (0)20 8682 0582
Julio Perez, Non-Executive Director
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser.
Important legal Information
Entry by the Company and Codex Capital into the FAA Deed of Amendment
constitutes a material change to the terms of the Financial Advisory
Agreement, Accordingly, Kate Osborne and Julio Perez, as independent directors
of the Company ("Independent Directors") (excluding James Lawson-Brown who is
a statutory director of Codex Capital, who is a "related party" (as such term
is defined in International Financial Reporting Standards as adopted in the
UK)) have complied with the material related party transaction requirements in
DTR 7.3. The Independent Directors determined the entry by the Company into
the FAA Deed of Amendment to be fair and reasonable from the perspective of
the Company and its holders of Ordinary Shares who are not related parties.
The information contained in this Announcement is for background purposes only
and does not purport to be full or complete, nor does this Announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this Announcement or its accuracy, fairness,
or completeness. The contents of this Announcement are not to be construed as
legal, financial or tax advice.
This Announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company, TNE, the Acquisition and
Admission. In light of these risks, uncertainties and assumptions, the events
in the forward-looking statements may not occur. Past performance cannot be
relied upon as a guide to future performance and should not be taken as a
representation that trends or activities underlying past performance will
continue in the future. No representation or warranty is made or will be made
that any forward-looking statement will come to pass. The forward-looking
statements in this Announcement speak only as at the date of this
Announcement.
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