Codex Acquisitions Share Discussion Threads

[hedgehog 100] 20/12/2023 11:23

20/12/2023 08:18 UK Regulatory (RNS & others) Codex Acquisitions PLC Acquisition LSE:CODX Codex Acquisitions Plc

"Proposed Acquisition and Suspension of Listing

Codex Acquisitions plc (LSE: CODX) (the "Company") is pleased to announced that, on 19 December 2023, it entered into non-binding heads of terms ("HOTs") to acquire the entire issued share capital of TNE - Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in Portugal operating in the renewable energy sector, in consideration for an issue of new ordinary shares of nominal value 10 pence each in the capital of the Company ("Ordinary Shares") (the "Proposed Acquisition").

Background to the Proposed Acquisition

The Company was established as a 'special purpose acquisition company' with the objective of undertaking one or more acquisitions in the clean and renewable energy sector, as outlined in its prospectus published on 4 March 2022, a copy of which can be found on the Company's website at the following link: hxxps://www.codexplc.com.

About TNE

TNE is a global provider and project developer of integrated state-of-the-art energy efficiency, energy transition and decarbonisation solutions.

TNE owns a diversified and differentiated portfolio of renewable projects in Portugal based on the energy flexibilisation, Power-to-X and Biomass-to-Liquids technologies architecture that will enable novel applications to a clean transition for the hard-to-abate sectors such as chemical industries, mobility applications and urban built environments. TNE mission is to significantly accelerate developments to drive decarbonisation efforts at scale and get a lasting and unparalleled impact on our planet.

Further details about TNE can be found on its website at the following link: hxxps://tne.pt/.

The Proposed Acquisition is in line with the Company's acquisition strategy.

Details of HOTs

The HOTs place an initial valuation on TNE of within the range of GBP28-33 million, subject to adjustments and a floor valuation of no less than GBP28 million.

The HOTs are non-binding save principally for provisions relating to exclusivity and confidentiality.

Under the HOTs, it is the current intention of the parties that the consideration for the Proposed Acquisition shall be satisfied by the issue of new Ordinary Shares.

The HOTs include a long stop date for the entering into legally binding definitive share purchase agreement ("SPA") of 29 March 2024 (which may be varied by mutual agreement of the parties in writing).

Should the Proposed Acquisition complete, the Company expects to either apply for the re-admission of its share capital as enlarged by the Proposed Acquisition to listing on the standard segment of the Official List maintained by the Financial Conduct Authority ("FCA") ("Standard Listing") and to trading on the main market for listed securities of London Stock Exchange plc (the "LSE") ("Main Market") or, alternatively, to cancel the existing Standard Listing and admission to trading on the Main Market of its Ordinary Shares, and to seek admission of its share capital as enlarged by the Proposed Acquisition to trading on AIM, the market of that name operated by the LSE.

Completion of the Proposed Acquisition is subject to various conditions, including the completion of appropriate legal, financial and other due diligence, entry into an SPA, and the publication of a prospectus by the Company prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) ("FSMA") and approved by the FCA under section 87A of FSMA or an admission document for the purposes of the AIM Rules for Companies (as applicable).

The Proposed Acquisition, if completed, is expected to be accompanied by a placing of new Ordinary Shares by the Company to raise equity capital to fund the working capital requirements of the enlarged group, details of which will be announced in due course.

The Proposed Acquisition, if completed, is expected to result in the shareholders of TNE having a majority interest in the enlarged group.

It is currently expected that should the Proposed Acquisition proceed, an associated prospectus or admission document (as applicable) will be published, and the Proposed Acquisition will complete, in 2024.

The Company has engaged certain advisers, and will engage other professionals, to rapidly progress the requisite due diligence and the preparation of transaction documentation including the SPA and the prospectus or admission document (as applicable).

Suspension of listing

The Proposed Acquisition, if completed, would constitute a reverse takeover under the Listing Rules of the FCA.

As the Company is currently unable to provide full disclosure under Listing Rule 5.6.15, it has requested from the FCA, and been granted, a suspension of the Standard Listing in its Ordinary Shares with from 7.30 a.m. (London time) on 20 December 2023 pending either the issue of an announcement providing further details on the Proposed Acquisition, the publication of a prospectus or admission document (as applicable), or an announcement that the Proposed Acquisition is not proceeding. Any restoration of the Standard Listing of the Ordinary Shares is subject to the approval of the FCA.

At this stage, there can be no guarantee that the Proposed Acquisition will complete nor as to the final terms of the Proposed Acquisition.

If the Proposed Acquisition does not complete for any reason, it is expected that the suspension of the Standard Listing of the Ordinary Shares will be lifted subject to FCA approval and trading in Ordinary Shares on the Main Market will recommence.

The Company will make further announcements in due course, as appropriate.

Julio Perez, Non-Executive Director of the Company, commented:

"This is a very solid opportunity to bring an asset backed, energy transition business with a scalable and deliverable growth plan to the public markets. The TNE business aligns perfectly with Codex's ambition to help companies shift from fossil fuels to renewable energy sources in an effort to reduce CO2 emissions.

We look forward to closing the transactional elements and then supporting TNE with its plans to develop their advanced portfolio of renewable energy projects."

Ricardo Eiras, CTO of TNE, commented:

"After more than 5 years of dedication and perseverance, TNE is now a well-recognised company that delivers solutions to accelerate a needed energy transition and industrial decarbonisation. With the accomplishment from our teams in serving top tier companies from heavy industrial sectors we are now in a watershed moment to open the door for our plans to transform key sectors in a way that will have a profound environmental impact.

We expect to utilise our standardised, scalable and cost-effective approach to larger future developments to successfully enable a low carbon economy and advance our project development program. We will replicate our success with cost-efficient net-zero emissions plants nationally and ultimately around the globe.

The proposed transaction with Codex reflects our shared vision to bring to market new renewable energy infrastructure to address industrial decarbonisation and growing energy transition strategies."

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

Enquiries:

For further information, please visit www.codexplc.com or contact:

Codex Acquisitions plc

Julio Perez

Non-Executive Director

T: [phone]

Email: [e-mail]"

[hedgehog 100] 30/9/2023 13:37

29/09/2023 09:05 UK Regulatory (RNS & others) Codex Acquisitions PLC Half-year Report LSE:CODX Codex Acquisitions Plc

"Unaudited Half-Year Results for the Six Months Ended 30 June 2023

... Financial review

The Company incurred a loss of GBP29,000 in the period (GBP206,000 for the period 11 October 2021 to 30 June 2022). The majority of this comprises the expenditure relating to maintaining the Company's listing on the standard segment of the Official List of the Financial Conduct Authority (a "Standard Listing") and to trading on the main market for listed securities of London Stock Exchange plc ("Main Market").

The Company had a cash position of GBP604,000 as at 30 June 2023 (GBP654,000 at 30 June 2022). The Company had a basic loss per share of 0.003p.

Outlook

The Company's near-term goal remains focused on evaluating opportunities to acquire and to ultimately undertake one or more acquisitions in the clean and renewable energy sector. ..."

[hedgehog 100] 13/8/2023 14:22

"Nice shell, shame about the spread" -

CODX mid price 7p; 5p bid - 9p offer.




Most shells are illiquid: but you can buy them with the intention of holding through suspension for the RTO.

After that, a £1M. market cap. can be transformed overnight into a £100M. market cap., and liquidity can follow suit.

CODX's current spread though is taking it to extremes.


ARA is a similar but even better shell, trading at a significant discount to its cash, and at a much tighter spread:-

"Aura Renewable Acquisitions: Small Shell, Big Ambitions"


ARA: 6.5p (6p - 7p), market cap. £682,500.; cash 31.12.22 £809K., with extremely low cash burn.

News of an ARA RTO at a large premium could well be imminent.

In addition, ARA's chart is breaking out upwards, and its technicals are supremely attractive.

[gonuts1] 09/8/2023 14:26

Are you guys happy now?

A pump and dump people may have bought 20p, then get whacked to 5p. People would have 75% of their money.

Same criminal pumping shares; he knows illiquid shares and many people will lose.

He needs to inform us 42% up, trying to suck people in.

[gonuts1] 09/8/2023 09:32

Such as holiday illiquidity? When the garbage entire UK market, from Footsie100 to Aim, is illiquid when pension funds have not been investing in the dog market for ten years.

No champ, holiday or not, it's always illiquid; your statement is factually incorrect.

[tomboyb] 09/8/2023 09:19

You've made something up which is completely incorrect -

[gonuts1] 09/8/2023 09:19

Everyone has kids, all their kids are toddlers in the cities, all of Canary Wharf is empty, and all big balls wake in the morning looking to make 100 squids on the "main Market" scam that got out of suspension. LMAO

[tomboyb] 09/8/2023 09:17

I don't know anyone on these boards -

Stuck in your head? -

[gonuts1] 09/8/2023 09:17

Give us your address, and we will organise a crowdfunding to send the tomboy clan on a holiday to Teneriffe when all pro-eussr luvvies go with 50 squids in their pockets,

[tomboyb] 09/8/2023 09:16

gonuts19 Aug '23 - 09:09 - 12 of 16
0 0 0
A scam purporting to be listed on Main Market for the purpose of scamming investors, when it's really a scam.

Act like an Aim Share.

Shut up, loon, sounds like you are a scammer. Two small trades here, you and your comrade trading small chunks trying to suck people in

Which one? -

[gonuts1] 09/8/2023 09:14

How do you know what is in my head? I am going nuts and merely interpreting your actions and inactions.

[tomboyb] 09/8/2023 09:13

You've made up stuff in your head which is completely WRONG -

[tomboyb] 09/8/2023 09:12

lol -

I don't think you realise how "WRONG" you are -

[gonuts1] 09/8/2023 09:11

Thanks for pointing out the obvious; you must have loads of time to make running commentary while EVERYONE is on Holiday.

Perhaps we could contribute to your holiday.


tomboyb9 Aug '23 - 08:56 - 11 of 12
0 0 0
Not really -

Just posting facts at 42% up

[gonuts1] 09/8/2023 09:09

A scam purporting to be listed on Main Market for the purpose of scamming investors, when it's really a scam.

Act like an Aim Share.

Shut up, loon, sounds like you are a scammer. Two small trades here, you and your comrade trading small chunks trying to suck people in

[tomboyb] 09/8/2023 08:56

Not really -

Just posting facts at 42% up -

I don't what your point is but keep posting -

[gonuts1] 09/8/2023 08:54

FYI

I know it does; however, your post, it's 42% up, is trying to entice people to buy this at 50%.

[tomboyb] 09/8/2023 08:53

FYI -

It does have enough cash for an RTO -

[gonuts1] 09/8/2023 08:51

Perhaps because you are a P&D chancer.

Unless you post on ADVFN for running commentary.

Oh, holiday liquidity as if Big Balls city traders buy this bs if they were around.

Yes, everyone goes on holiday together during the holiday period, and the entire offices are empty and closed.

What a pathetic claim! These bin bag companies are for chancers like you.


tomboyb9 Aug '23 - 08:47 - 5 of 6

Holiday illiquidity -

How do you know I've bought? -

[gonuts1] 09/8/2023 08:49

50% spread because of an alleged cash shell RTO. There are hundreds of these scams on the UK market.

[tomboyb] 09/8/2023 08:47

Holiday illiquidity -

How do you know I've bought? -

[ronson333] 09/8/2023 08:43

It’s main listed and has a market cap of £800k, with £600k cash…How much is a main listing worth?

[gonuts1] 09/8/2023 08:39

And you trying to suck people in to sell you small buys?

What is the point of buying this at 100%?