REG - Tech. New Energy - De-SPAC Completion and First Day of Dealings

Technologies New EnergyAnnouncement

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RNS Number : 6817G  Technologies New Energy PLC  30 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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,
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WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.

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 by Technologies New
Energy plc (company number 13672588) ("Company" or "TNE").

A copy of the Prospectus dated 25 April 2025 is available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and has been 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.

30 April 2025

Technologies New Energy plc

De-SPAC Completion and First Day of Dealings

TNE, the energy transition company focused on developing clean energy projects
to drive industrial decarbonisation for clients with international business
operations, is pleased to announce that Admission of its entire issued share
capital, comprising 158,401,125 Ordinary Shares, became effective, and that
unconditional dealings commenced on the Main Market of the London Stock
Exchange, at 8.00 a.m. today. On Admission, the market capitalisation of the
Company will be approximately £32 million.

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

Each Ordinary Share carries the right to one vote in relation to all
circumstances at general meetings of the Company. The Company does not
currently, and shall not on Admission, hold any shares in treasury and
therefore the total number of voting rights attributable to the Ordinary
Shares is 158,401,125.

The above figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Notifications may be sent to info@tneplc.com.

José Meneses da Silva Moura, Founder & Executive Chair, commented:

"TNE has made significant progress since its incorporation in 2018.  The
outlook for the renewable energy market, particularly biofuels, is supported
by favourable regulatory tailwinds. The fact that TNE is developing its own
biorefinery portfolio positions us well to deliver on our next stage of growth
as a quoted company.

"TNE's diversified revenue model and approach to long-term value creation
position us strongly to deliver meaningful returns for our new shareholders,
and I look forward to providing further updates on our progress in the near
future."

About TNE

TNE is incorporated in Portugal operating in the renewable energy sector,
focusing on energy transition, biofuels, chemicals, and the bioeconomy.

TNE is positioned as a global supplier of state-of-the-art solutions and
projects to enable a faster energy transition and meet decarbonisation goals.
Its business is formed of three complementary business 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, installation
and maintenance 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 ready to
build ("RTB") stage.

 

Consulting business unit

·    Principal activities and market:

o  TNE's Consulting business unit assists third-party clients on the design
and regulatory pathway for renewable energy projects in Portugal.

o   TNE offers multiple services via its Consultancy business line to
third-party clients, including:

§ digital services, which play a key role in enabling clients to achieve
optimised and efficient solutions. These "digital services" include advanced
tools such as data analytics, energy system simulations, and regulatory
compliance software, which help clients design, plan, and execute projects
with precision. TNE leverages cutting-edge technologies like digital twins,
internet-of-things-based monitoring to facilitate faster project
implementation, optimise resource usage, and ensure compliance with evolving
regulatory requirements; and

§ development for energy storage project services, which along with equipment
will include bespoke digital systems to operate energy storage assets for TNE
clients. These energy storage projects are designed to unlock long-term value
by improving energy system flexibility, supporting grid resilience, and
enabling the wider adoption of renewable energy.

 

Contracting business unit

·    Principal activities and market:

o  TNE's Contracting business unit provides contracting services for
third-party clients on the construction and installation of renewable energy
projects in Portugal.

 

Portfolio Management business unit

·    Principal activities:

o  TNE's third business unit is focused on Portfolio Management, involving
the preparation of a proprietary portfolio of renewable energy Projects based
on a TNE-specific hybrid biorefinery technology concept from inception to RTB
stage.

o  Projects are based on a TNE-specific hybrid biorefinery technology concept
which uses proven technology combined with efficient modular and containerised
engineering techniques to deploy plug-and-play solutions to facilitate
decarbonisation.

o  This comprehensive approach ensures that each Project is fully prepared
for construction and operation, including securing a reliable feedstock supply
and establishing solid off-take agreements for the produced biofuels.

o  Upon achieving RTB stage, TNE can execute its exit strategy by either
selling the Project rights or partnering or entering into JVs with independent
third parties (such as the JV Agreement with HFG). Each Project shall be
presented with both a secured feedstock supply agreement and a suitable
offtake agreement for the biofuels produced, ensuring a seamless transition to
construction and operation for a buyer or the Enlarged Group with its partners
or JV counterparties (as applicable). This strategy allows TNE to capitalise
on its expertise in project development while enabling investors to benefit
from a turnkey, ready-to-implement biorefinery Project.

·    Principal markets:

o  TNE currently has a pipeline of five advanced Projects (all within the
Negative-C Projects Pipeline), each located in strategic industrial zones in
Portugal.

 

Competitive strengths

The Directors believe that Enlarged Group has the following summarised
competitive strengths:

·    Consulting business unit:

o  Local market knowledge: deep understanding of Portuguese regulations,
market conditions, and stakeholder dynamics.

o  Specialisation: expertise in renewable energy project design and
regulatory pathways specific to Portugal.

o  Personalised service: ability to offer tailored, client specific solutions
with a high degree of flexibility and responsiveness.

 

·    Contracting business unit:

o  Integrated services: offering end-to-end solutions from consulting to
contracting ensures continuity and coherence in project execution.

o  Technical expertise: specialised knowledge in renewable energy
technologies and installation practices.

o  Cost efficiency: competitive pricing and efficient project management to
keep costs within budget.

 

·    Portfolio Management business unit:

o  Proprietary technology: unique hybrid biorefinery technology that
differentiates TNE from competitors.

o  Innovation focus: continuous development and refinement of the proprietary
technology to maintain a competitive edge.

o  Project management expertise: strong capabilities in managing a diverse
portfolio of projects, ensuring optimal performance and profitability.

 

Strategy objectives and actions

Following Admission, the Directors aim to drive value creation and growth
through the following priorities for the Consulting business unit:

·    Consulting business unit:

o  Strategic objectives:

§ Expand services by offering advanced analytics, digital energy management
solutions and sustainability reporting.

§ Grow market share in Portugal and expand across Europe.

 

o  Strategic actions:

§ Develop new capabilities: invest in technology and talent to offer cutting
edge solutions such as AI driven energy optimisation and Digital Twins.

§ Enhance marketing to raise brand awareness and showcase success stories.

§ Forge strategic partnerships with academic institutions, industry bodies,
and technology providers to maintain innovation leadership.

 

·    Contracting business unit:

o  Strategic objectives:

§ Enhance operational efficiency: streamline contracting processes to ensure
timely and cost effective delivery of projects for clients.

§ Expand project portfolio: increase the number and scale of renewable energy
projects undertaken for clients, (including solar, wind, and bioenergy
installations).

§ Quality and safety leadership: maintain the highest standards of quality
and safety to build a reputation as a reliable contractor.

 

o  Strategic actions:

§ Invest in training and technology to enhance project management,
efficiency, and safety.

§ Strengthen supply chains to secure quality materials at competitive costs.

§ Expand geographically into new European markets, leveraging Group expertise
to win large-scale projects.

 

·    Portfolio Management business unit:

o  Strategic objectives:

§ Innovate and scale: scale up the Enlarged Group's proprietary hybrid
biorefinery technology and explore new applications and markets.

§ Diversify Project portfolio: develop a diverse Portfolio of renewable
energy projects across Portugal and other European jurisdictions to spread
risk and maximise returns.

 

o  Strategic actions:

§ R&D investment: continue to allocate significant resources to R&D
to continuously enhance the efficiency and scalability of the hybrid
biorefinery technology.

§ Strategic partnerships: partner with technology innovators, investors, and
industrial clients to co-develop and commercialise new Projects.

§ Market analysis: conduct thorough market analysis to identify and
capitalise on high potential opportunities in emerging renewable energy
markets.

 

Industry overview

The biofuel sector in Europe is a critical component of the region's strategy
to reduce GHG emissions, enhance energy security, and transition to a more
sustainable energy system. biofuels, which include bioethanol, biodiesel, and
advanced biofuels, are derived from renewable biomass sources such as
agricultural residues, forestry by-products, and waste materials. These
biofuels are primarily used in the transportation sector to replace fossil
fuels and reduce carbon emissions.

Market opportunities and outlook

·    Growth projections:

o  The European Biofuel market is expected to grow steadily, supported by
favourable policies, technological advancements, and increasing demand for
cleaner fuels. The market size is projected to expand significantly over the
next decade.

·    Increased production capacity:

o  New biofuel production facilities are being developed, and existing ones
are being expanded to meet the growing demand. Countries like Germany, France,
and Italy are leading in biofuel production capacity.

·    Advanced Biofuels:

o  Advanced biofuels, including cellulosic ethanol and bio-based diesel, are
expected to see substantial growth due to their lower carbon footprint and
higher sustainability. Investments in advanced biofuel technologies will
likely increase.

·    Diversification of feedstocks:

o  The industry is exploring a broader range of feedstocks, including
agricultural residues, municipal solid waste and algae, to enhance
sustainability and reduce dependence on traditional feedstocks.

·    Integration with circular economy:

o  The biofuel sector is increasingly integrating with the circular economy,
utilising waste and residues as feedstocks and minimising waste production.
This integration supports broader environmental and sustainability goals.

·    Geopolitical and economic factors:

o  The global biofuel market is influenced by geopolitical factors, including
trade policies, feedstock supply chain dynamics, and global energy prices.

o  Economic recovery post-COVID-19 is also expected to drive demand.

- Ends -

Enquiries:

 Technologies New Energy plc                    info@tneplc.com
 José Meneses
+351 915 126 782
 Burson Buchanan                                +44 (0)20 7466 5000

 Chris Lane, Simon Compton, Abigail Gilchrist   TNE@buchanancomms.co.uk

 

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

Notes to Editors

About TNE

TNE is a sociedade anónima incorporated in Portugal operating in the
renewable energy sector, focusing on energy transition and flexibility,
biofuels, chemicals, and the bioeconomy.

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, installation
and maintenance 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 RTB
stage.

Board

José Meneses da Silva Moura

José founded TNE in 2018. He is an entrepreneur driven by the desire to
create wealth, concerned with excellence and stability. He has been active in
various sectors, from renewable energy to O&M of critical energy
infrastructure and digital transition, as well as lifestyle publications; he
guided his career by an ethical and sustainable approach to business. He is
founder of Diverstock Investments S.A., an investment holding company,
Diverfuel S.A., a biochemical trading company, Diverstock Entertainment S.A.,
a casino services business, and Trade Game S.A., a casino solutions company,
and previously founded BioWaste S.A., a waste to energy business, and Prize
Magazine, a casino and life style magazine. He was educated at Instituto
Português de Administração e Marketing.

Ricardo Guimarães Da Costa Eiras

Ricardo joined TNE in 2020. He supervises and manages business units in
connection with the delivery of projects, products and services, and is also
responsible for delivery of strategic innovation within the business. He
previously worked for Living PlanIT AG as an associate scientist in technology
development and implementation for urban and non-urban developments. He
received an MSc in Biochemistry & Industrial Chemistry from the
Universidade da Beria Interior, a post-graduate degree in Antimicrobial
Resistance from the Technical University of Denmark, a specialisation in
Interactive Microbiology and Scientific Practices Foundation from Stanford
University and a further specialisation in Cities Design from the University
of Pennsylvania.

 

Salvador Insua Amico

Salvador is a qualified chartered accountant certified by the Institute of
Chartered Accountants of England & Wales and a corporate partner at
Menzies LLP, a top 25 accountancy firm. He specialises in advising businesses
on strategic issues that affect their growth and expansion plans and has
advised many Iberian businesses over the last 20 years, particularly those
involved in the energy transition sector.

Kate Joan Osborne

Kate has advised private and public companies as a corporate lawyer for over
20 years. She started her career at Nabarro (now CMS), qualifying into the
corporate team, before moving in-house to Investec Bank plc initially in the
investment banking division before moving into the group legal division.
Following that, Kate worked at Macquarie Bank plc in the regulatory risk team
within compliance and began work with Codex Capital in May 2015 as general
counsel and more recently as compliance officer, money laundering reporting
officer and chief operating officer. She received an LLB from Queen Mary
University of London and LPC from the College of Law, London.

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 TNE. 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 TNE's websites nor or any websites accessible by
hyperlinks on TNE's websites are incorporated by reference into, and do not
form part of, this Announcement.

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