REG - Tech New Energy - Approval and Publication of Prospectus

Technologies New EnergyAnnouncement

25/04/2025 11:15

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RNS Number : 2528G  Technologies New Energy PLC  25 April 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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
STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA,
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"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

This Announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and is not a
prospectus nor an offer of securities for sale in any jurisdiction, including,
but not limited to, the United States, Australia, Canada, Japan, Singapore,
and 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. Investors should not subscribe for or purchase any
securities referred to in this Announcement except solely on the basis of the
information contained in the prospectus referred to in this Announcement
(together with any supplementary prospectus, if relevant, "Prospectus"),
including the risk factors set out therein, published today by Technologies
New Energy plc  (company number 13672588) ("Company" and, together with its
subsidiaries and subsidiary undertakings from time to time, "Enlarged Group"))
in connection with, inter alia, the proposed acquisition of Technologies New
Energies S.A. ("TNE") ("Acquisition") from certain vendors specified in the
Prospectus pursuant to an English law governed agreement between the parties
dated 5 February 2025 (as amended on 27 February 2025) and proposed admission
of the ordinary shares on nominal value £0.10 each in the capital of the
Company ("Ordinary Shares") to the equity shares (transition) category of the
Official List of the FCA and to trading on the main market for listed
securities ("Main Market") of London Stock Exchange plc ("London Stock
Exchange") (together, "Admission").

A copy of the Prospectus has been submitted to the FCA's National Storage
Mechanism and will shortly be available for inspection at be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and made
available on the Company's website at https://www.tneplc.com
(https://www.tneplc.com) .

Terms used but not otherwise defined in this Announcement shall have the
meanings given to them in the Prospectus.

25 April 2025

Technologies New Energy plc

Approval and Publication of Prospectus

The Company is pleased to announce that the Prospectus has today been approved
by the FCA and published by the Company.

It is expected that Admission will become effective, and that unconditional
dealings in the Ordinary Shares on the Main Market of the London Stock
Exchange will commence, at 8.00 a.m. on 30 April 2025.

Conditional on Admission, the Enlarged Issued Share Capital shall comprise
158,839,050 Ordinary Shares (in aggregate), 11.6% of which shall be in "public
hands".

The estimated market capitalisation of the Company on Admission is
£31,767,810 based on the Subscription Price / Reference Price of £0.20.

The Company's LEI is 213800VBVRGDTYL9Y928, and the Ordinary Shares have the
ISIN GB00BNVRHQ51, SEDOL code BNVRHQ5 and TIDM "TNE".

About TNE:

TNE is positioned as a global supplier of state-of-the-art solutions and
projects to enable a faster energy transition, decarbonisation goals and
digital transformation at scale. Its business is formed of three units, which
broadly undertake the following activities:

·    Consulting for third-party clients on the design and regulatory
pathway for renewable energy projects;

·    Contracting for third-party clients on the construction and
installation of renewable energy projects; and

·    Portfolio Management of a proprietary portfolio of Projects based on
a TNE-specific hybrid biorefinery technology concept from inception to the RTB
stage.

José Meneses, Founder of TNE, said: "Now is the right time for TNE to embark
on the next stage of its growth journey by listing on the Main Market of the
London Stock Exchange. This is a logical next step for TNE to support our
ambitious growth trajectory and enhance our global visibility."

- Ends -

Enquiries:

 Technologies New Energy plc  info@tneplc.com
 José Meneses
+44 (0)20 8682 0582 / +351 915 126 782

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser.

For the purposes of UK MAR, the person responsible for arranging release of
this Announcement on behalf of the Company is Julio Issac Perez, Non-Executive
Director.

Important legal Information

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 is not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan or the Republic of South Africa or in any other
jurisdiction where, or to any person to whom, to do so would constitute a
violation of applicable law or regulation. The securities mentioned herein
have not been, and will not be, registered under the United States Securities
Act of 1933, as amended ("Securities Act").

The securities referred to in this Announcement may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. There
will be no public offer of securities in the United States or in any other
jurisdiction.

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 Ordinary Shares, Warrants or any other securities, nor shall it (or
any part of it), or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor.

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 Enlarged Group. 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.

The information in this Announcement is subject to change. Persons viewing
this Announcement should ensure that they fully understand and accept the
risks which will be set out in the Prospectus.

Persons considering making investments should consult an authorised person
specialising in advising on such investments.

Each of the Company and its respective affiliates as defined under Rule 501(b)
of Regulation D of the Securities Act, expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statements
contained in this Announcement and disclaims any obligation to update its view
of any risks or uncertainties described in this Announcement or to publicly
announce the results of any revisions to the forward-looking statements made
in this Announcement, whether as a result of new information, future
developments or otherwise, except as required by law.

Neither the contents of the Enlarged Group's websites nor or any websites
accessible by hyperlinks on the Enlarged Group's websites are incorporated by
reference into, and do not form part of, this Announcement.

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