NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION").
THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN OFFER OR INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OF i(x) NET ZERO PLC.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)
10 January 2022
i(x) Net Zero PLC
("i(x) Net Zero" or the "Company")
PrimaryBid Offer
i(x) Net Zero the investing company which focuses on Energy Transition and Sustainability in the Built Environment, is pleased to announce a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of no par value in the Company ("New Ordinary Shares"). The Company announced its intention on 3rd December 2021 to launch an initial public offering ("IPO") on AIM, including a fundraising by way of a placing, subscription and PrimaryBid Offer to raise gross proceeds for the Company of approximately £20.0 million. The Company intends to conduct the non pre-emptive placing of New Ordinary Shares (the "Placing") through an accelerated bookbuild process (" Bookbuilding Process"). In addition, certain investors intend to subscribe for New Ordinary Shares ("Subscriptions") alongside the Placing and PrimaryBid Offer (the Placing, PrimaryBid Offer and Subscriptions comprising together the "Fundraising"). The price at which the Placing Shares are to be placed ( "Offer Price") will be determined at the close of the Bookbuilding Process.
The issue price for the New Ordinary Shares to be issued pursuant to the PrimaryBid Offer ("PrimaryBid Shares"), as well as the New Ordinary Shares that will be issued pursuant to the Placing and the Subscriptions will be the Offer Price.
The Fundraising is conditional, inter alia, on the New Ordinary Shares to be issued pursuant to the Fundraising being admitted to trading on AIM ("Admission"). Admission is expected to be take place towards the end of January 2022. The PrimaryBid Offer will not be completed without the Placing and Subscription also being completed.
Following Admission, the Company intends to use the net proceeds of the Fundraising to provide development and expansion capital to certain of its investee companies, for future investments in companies that fall primarily within its areas of interest in Energy Transition and Sustainability in the Built Environment and to provide working capital for the Group. The Company also expects to make new investments, including potentially exploring a possible alliance with a renewables and circular economy platform, and the potential creation of a joint venture with a firm that has a track record of investing in, developing and operating sustainable infrastructure.
PrimaryBid Offer
The Company is pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close at 12.00 p.m. on 19 January 2022. The PrimaryBid Offer may close early at the discretion of PrimaryBid and the Company.
It should be noted that a subscription for the PrimaryBid Shares and any investment in the Company carry a number of risks. Investors should make their own investigations into the merits of an investment in the Company. In particular, investors should consider the risk factors set out in the draft AIM Admission Document ("Admission Document") which is available on the PrimaryBid mobile app before making a decision to subscribe for PrimaryBid Shares. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's New Ordinary Shares if they are in any doubt
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid.com at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares.
| i(x) Net Zero plc Steve Oyer - Chief Executive Officer Pär Lindström - Chief Investment Officer Marc Chennault - Chief Financial Officer |
via Buchanan below |
|
PrimaryBid Limited Charles Spencer / James Deal
|
enquiries@primarybid.com |
| Shore Capital, Nominated Adviser, Joint Bookrunner & Joint Broker Tom Griffiths David Coaten
|
+44 2074084050 |
| H & P Advisory Limited, Financial Adviser, Joint Bookrunner & Joint Broker Neil Passmore Ernest Bell Andy Crispin (Sales)
|
+44 20 7907 8500 |
|
Buchanan - Financial PR Helen Tarbet Simon Compton Ariadna Peretz
|
+44 7872 604 453 +44 7979 497 324 +44 7488 495 969 |
Details of the PrimaryBid Offer
The Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid mobile app.
The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules and it is a term of the PrimaryBid Offer that the total value of the PrimaryBid Shares available for subscription at the Offer Price does not exceed €8 million equivalent. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
There is a minimum subscription of £1000 per investor under the terms of the PrimaryBid Offer which is open to investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Any subscription for New Ordinary Shares should be made solely on the basis of the information contained in the final Admission Document to be published by the Company and a draft of the AIM Admission Document is available on the PrimaryBid mobile app. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the draft AIM Admission Document available on the PrimaryBid mobile app before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
A copy of the final Admission Document will, following publication, be available for viewing on i(x) Net Zero's corporate website at www.ixnetzero.com, subject to certain access restrictions.
Important Notices
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan.
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 securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.
The New Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) ("US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the New Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of New Ordinary Shares on Admission should be made solely on the basis of the information contained in the draft Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the New Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the New Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the New Ordinary Shares. The value of the New Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the New Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of COVID-19, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company and its directors each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation (including the AIM Rules for Companies).
Shore Capital and Corporate Limited ("Shore Capital and Corporate"), which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively as nominated adviser to the Company in connection with Admission and will not be acting for anyone else in connection with Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital and Corporate or for providing advice in relation to Admission, the Placing, the PrimaryBid Offer or any other matter referred to in this announcement. Shore Capital and Corporate's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this announcement.
H & P Advisory Ltd ("Hannam"), which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and for no one else in connection with the Placing and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Hannam or for providing advice in relation to the Placing and Admission or the PrimaryBid Offer, or any other matter referred to in this announcement.
Shore Capital Stockbrokers Limited ("Shore Capital Stockbrokers"), which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital Stockbrokers or for providing advice in relation to the Placing and Admission or the PrimaryBid Offer or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Corporate, Hannam and Shore Capital Stockbrokers by the FSMA or the regulatory regime established thereunder, neither Shore Capital and Corporate, Hannam nor Shore Capital Stockbrokers, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in, this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Shore Capital and Corporate, Hannam, Shore Capital Stockbrokers and each of their respective directors, officers, employees, advisers and agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith, provided that nothing shall act to limit the liability of any person for their own fraud.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
END
Reach is a non-regulatory news service. By using this service an issuer is confirming that the information contained within this announcement is of a non-regulatory nature. Reach announcements are identified with an orange label and the word “Reach” in the source column of the News Explorer pages of London Stock Exchange’s website so that they are distinguished from the RNS UK regulatory service. Other vendors subscribing for Reach press releases may use a different method to distinguish Reach announcements from UK regulatory news.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.