Net Zero Infrastructure Plc Possible Acquisition and Suspension of Listing

 
TIDMNZI 
 
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND 
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN 
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, 
JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH 
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 
REGULATION (EU) 596/2014, WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE 
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). 
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED 
IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 
 
FOR IMMEDIATE RELEASE 
 
Net Zero Infrastructure Plc (the "Company") 
 
Possible Acquisition and Suspension of Listing 
 
The Directors of the Company are pleased to inform shareholders that it has 
signed a non-binding letter of intent ("LOI") to acquire the entire issued share 
capital of LINE Hydrogen (Australia) Pty Ltd, a limited liability company in the 
renewables energy sector incorporated in Australia (the 
"Potential Target") in consideration for an issue of new shares in the Company 
(the "Acquisition"). The Acquisition, if completed, and an associated proposed 
private fundraise by the Company, details of which will be announced in due 
course, would result in the shareholders of the Potential Target having a 
majority interest in the enlarged group. 
 
The Acquisition is subject, inter alia, to the completion of due diligence, 
documentation and 
compliance with all regulatory requirements, including the Listing and 
Prospectus Rules and, as 
required, the Takeover Code. The Company will update shareholders as to progress 
made in relation to the Proposed Acquisition as and when appropriate. As no 
binding agreement on mutually acceptable terms has yet been reached between the 
parties, the Company cannot guarantee nor provide any certainty that the 
Acquisition will be completed. 
The Acquisition, if it proceeds, will constitute a Reverse Takeover under the 
Listing Rules since, inter alia, in substance it will result in a fundamental 
change in the business of the issuer. Where a reverse takeover is contemplated 
but has not yet been completed, the FCA will normally suspend a company's 
listing pending the publication of a prospectus prepared in accordance with the 
Prospectus Rules and approved by the FCA, or an announcement that the 
Acquisition is not proceeding. Accordingly, the Company has requested from the 
FCA a suspension of its Standard Listing with effect from 1 June 2023. 
 
The Company is working on the preparation of a prospectus in relation to the 
Acquisition and expects, in due course, to be making application for the 
enlarged Company to have its Ordinary Shares admitted to the Official List and 
to trading on the standard segment of the main market for listed securities of 
the London Stock Exchange. 
 
The UK MAR offers, by way of exception to the immediate disclosure of inside 
information, the possibility on a case-by-case basis to delay such disclosure 
under certain conditions. In accordance with article 17(4) of UK MAR, any issuer 
may thus delay, under its own responsibility, the public disclosure of inside 
information so as not to prejudice its legitimate interests provided that such 
omission is not likely to mislead the public and the issuer is able to ensure 
the confidentiality of the information. The Company relied on article 17(4) of 
UK MAR and delayed the release of information in respect of the signing of the 
LOI. In the opinion of the board of directors of the Company, the delay of the 
publication of information on the decision to commence negotiations on the 
Proposed Transaction was in the Company's legitimate interest as its disclosure 
was likely to affect the outcome of those negotiations or their normal pattern. 
The decision to commence negotiations only showed the intention and the final 
success of those negotiations depended on many factors. In the opinion of the 
board of directors of the Company, the delay was not likely to mislead the 
public and they could ensure the confidentiality of the information. 
The Company will update shareholders as the matter progresses. 
 
NZI's Chairman, Mike Elwood said: "Joining forces with LINE Hydrogen means we 
can leverage our joint resources with a view to expanding operations and driving 
the development of the green energy sector. Together, we believe that we are 
well-positioned to capitalize on the growth potential in this market and 
contribute to a more sustainable future." 
 
Brendan James, Founder and Executive Chairman of LINE Hydrogen, added: "We are 
thrilled to announce our proposed transaction with NZI," said Brendan James, 
Founder and Executive Chairman of LINE Hydrogen. "The planned merger reflects 
our shared vision of advancing the hydrogen economy and accelerating the 
adoption of clean energy solutions. We believe that, by combining our strengths 
and expertise, we can create significant value for our shareholders and make a 
positive impact on the global energy landscape." 
 
Enquiries: 
 
Mike Ellwood, Chairman, Net Zero Infrastructure Plc 
( 07999 329382 ) 
 
Gina Bozinovski, LINE Hydrogen (Australia) Pty Ltd 
( [e-mail] ) 
 
About Net Zero Infrastructure Plc 
 
Net Zero Infrastructure PLC was formed as a special purpose acquisition company 
with the intention to acquire renewable or clean energy companies and to 
finance, develop and promote environmentally sound projects internationally. 
 
The Company believes that due to the global concerns regarding environmental 
damage and climate change as a result of fossil-fuelled power generation, there 
exists considerable commercial opportunities in the renewable and clean energy 
sector which will play an increasingly significant role in meeting future energy 
needs while reducing further environmental damage. 
 
Clean energy investment globally has grown in real and relative terms. It is 
this opportunity which Net Zero Infrastructure PLC intends to participate in and 
augment as a fund-raising vehicle for enterprises seeking access to 
international markets. 
 
About LINE Hydrogen (Australia) Pty Ltd 
 
LINE Hydrogen (Australia) Pty Ltd is an Australian-based hydrogen production 
company. The company specializes in the production, distribution and storage of 
hydrogen for various applications, offering innovative solutions that contribute 
towards a sustainable and decarbonized future. 
 
The Directors of Net Zero Infrastructure Plc accept responsibility for this 
announcement. 
 
FORWARD-LOOKING STATEMENTS 
 
This announcement contains forward-looking statements which reflect the 
Company's or, as appropriate, the Directors' current views, interpretations, 
beliefs or expectations with respect to the Company's financial performance, 
business strategy and plans and objectives of management for future operations. 
These statements include forward-looking statements both with respect to the 
Company and the sector and industry in which the Company proposes to operate. 
Statements which include the words "expects", "intends", "plans", "believes", 
"projects", "anticipates", "will", "targets", "aims", "may", "would", "could", 
"continue", "estimate", "future", "opportunity", "potential" or, in each case, 
their negatives, and similar statements of a future or forward-looking nature 
identify forward-looking statements. 
 
All forward-looking statements address matters that involve risks and 
uncertainties because they relate to events that may or may not occur in the 
future. Forward-looking statements are not guarantees of future performance. 
Accordingly, there are or will be important factors that could cause the 
Company's actual results, prospects and performance to differ materially from 
those indicated in these statements. In addition, even if the Company's actual 
results, prospects and performance are consistent with the forward-looking 
statements contained in this announcement, those results may not be indicative 
of results in subsequent periods. 
 
These forward-looking statements speak only as of the date of this announcement. 
Subject to any obligations under the Prospectus Rules, the Market Abuse 
Regulation, the Listing Rules and the Disclosure and Transparency Rules and 
except as required by the FCA, the London Stock Exchange, the City Code or 
applicable law and regulations, the Company undertakes no obligation publicly to 
update or review any forward-looking statement, whether as a result of new 
information, future developments or otherwise. All subsequent written and oral 
forward-looking statements attributable to the Company or individuals acting on 
behalf of the Company are expressly qualified in their entirety by this 
paragraph. 
 
The information contained in this announcement is for background purposes only 
and does not purport to be full or complete. No reliance may be placed for any 
purpose on the information contained in this announcement or its accuracy, 
fairness or completeness. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

June 01, 2023 02:51 ET (06:51 GMT)