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.
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 anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in an admission document in its final form and any supplement thereto (the "AIM Admission Document"), in connection with the proposed Admission (as defined below).
A copy of the AIM Admission Document will, following publication, be available on i(x) Net Zero's corporate website at www.ixnetzero.com/, subject to certain access restrictions.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
i(x) Net Zero PLC
(the "Company" or "i(x) Net Zero")
Successful fundraising of £10.7 million
and
Publication of AIM Admission Document
i(x) Net Zero PLC, the investing company which focuses on Energy Transition and Sustainability in the Built Environment, announces that it has conditionally raised gross proceeds of, in aggregate, approximately £10.7 million through the placing, subscription and PrimaryBid offer of, in aggregate, 14,056,811 ordinary shares ("New Ordinary Shares") at 76 pence per ordinary share (the "Issue Price") (the "Fundraising").
On its admission to trading on AIM, the Company's shareholders will include UK and US institutional investors, UK and international retail investors, family offices and high net worth individuals.
Admission
Completion of the Fundraising is conditional, inter alia, upon admission of the entire issued and to be issued share capital of the Company, including the New Ordinary Shares, to trading on the AIM Market of the London Stock Exchange ("Admission").
The AIM Admission Document will be published shortly and will be available at https://www.ixnetzero.com/
Application has been made for Admission which is expected to occur and dealings are expected to commence with effect from 8.00 am on 9 February 2022.
The placing was conducted by Shore Capital and H&P Advisory Limited.
Steve Oyer, Chief Executive Officer of i(x) Net Zero, commented: "The level of investor interest in i(x) Net Zero has been encouraging and has reinforced our belief that the UK will continue to be at the centre of the impact investing universe. We will now invest this catalytic capital into companies that are focused on Energy Transition and Sustainability in the Built Environment and working towards overcoming what we believe to be humanity's biggest challenge: climate change."
The Right Honourable Nick Hurd, Non-Executive Chairman of i(x) Net Zero, added: "While government policy and action are important tools to fighting climate change, it is only once private capital is mobilised and companies meaningfully engage that we will have the critical mass necessary to achieve our climate-related goals. i(x) Net Zero, which is not only investing in businesses that are fighting climate change, but also democratising the opportunities so that more investors, big and small, can make their own contribution, is at the forefront of this movement."
"Now that i(x) Net Zero has achieved this funding milestone, it has the capital to execute on its strategy, namely producing institutional quality returns while also achieving measurable and scalable impact by investing in companies that are critical to solving climate change."
"We welcome all of our new investors and look forward to starting our journey as a publicly quoted company."
Strategic Investor
The Company is pleased to have entered into a strategic relationship with Lion Point Capital that resulted in Lion Point Master investing £5 million ($6.8 million) in the Fundraising. Lion Point is also an investor in Enphys Acquisition Corporation, the renewal energy SPAC co-sponsored by i(x) Net Zero listed on the NYSE (NYFS:US) focused on existing wind and solar assets in Latin America. Lion Point is a global special situations investment firm that seeks to invest in equity and debt securities of undervalued public and private companies. Lion Point's principals and investment team have extensive experience and a successful track record of uncovering and unlocking value through rigorous fundamental analysis and thoughtful action.
The Company has entered into a mutual co-operation agreement with Lion Point Capital that includes a call option on an existing US based solar panel manufacturer that grants i(x) Net Zero the right to invest up to $6.8 million in the business at a predetermined valuation. The Company has also granted Lion Point Master a put option over their New Ordinary Shares which facilitated the strategic relationship as part of their investment. The Company is pleased to have entered into this relationship and to have attracted capital from a mission aligned global investor such as Lion Point which is an example of the foundation for its scalable growth.
For further information visit https://www.ixnetzero.com/ or contact:
| i(x) Net Zero |
Via Buchanan below |
| Steve Oyer - Chief Executive Officer |
|
| Pär Lindström - Chief Investment Officer |
|
| Marc Chennault - Chief Financial Officer |
|
| |
|
| H & P Advisory Limited Financial Adviser, Joint Bookrunner & Joint Broker |
+44 20 7907 8500 |
| Neil Passmore |
|
| Ernest Bell |
|
| Andy Crispin (Sales) |
|
| |
|
| Shore Capital Nominated Adviser, Joint Bookrunner & Joint Broker |
+44 20 7408 4050 |
| Tom Griffiths |
|
| David Coaten Iain Sexton |
|
| |
|
| Buchanan |
|
| Helen Tarbet |
+44 7872 604 453 |
| Simon Compton |
+44 7979 497 324 |
| Ariadna Peretz |
+44 7488 495 969 |
Forward looking statements
This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'plans', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Company's and its subsidiaries' ( the "Group") intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. The Company, Shore Capital and Hannam expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
Important Notice
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (1) if in a member state of the European Economic Area ("EEA"), qualified investors as defined in the prospectus regulation; and/or (2) if in the United Kingdom, qualified investors as defined in the prospectus regulation who (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (Investment Professionals) or (b) fall within article 49(2)(a) to (d) (High Net Worth Companies, Unincorporated Associations, etc.) of the Order; or (3) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
This announcement and the information in it must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement does not itself constitute an offer for sale or subscription of any securities in i(x) Net Zero plc.
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 ordinary shares of no par value in the Company (the "Ordinary Shares") mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "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 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.
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 Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the 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 Ordinary Shares. The value of 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 Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.
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 the 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 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 ay 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 accordingly will not be responsible to anyone other than the Company or the Selling Shareholder for providing the protections afforded to customers of Hannam or for providing advice in relation to the Placing and Admission 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, 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.