Net Zero Infrastructure Plc

0.00 (0.0%)
Share Name Share Symbol Market Type Share ISIN Share Description
Net Zero Infrastructure Plc LSE:NZI London Ordinary Share GB00BNK8T635 ORD GBP0.01
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.0% 1.35 0.00 07:49:49
Bid Price Offer Price High Price Low Price Open Price
1.20 1.50 1.35 1.35 1.35
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electric Services 0.00 -0.29 -0.50 - 0.82
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 1.35 GBX

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Posted at 18/1/2023 17:37 by hedgehog 100
Also note that due to recent changes in listing rules, 'newer' main-listed shells like MCI cannot arrange a sub-£30M. market cap. RTO, unlike NZI.

To summarise:-

• 'Pre-existing' main-listed shells that listed by 2.12.21 can still arrange a sub £30M. market cap. RTO (minimum only £0.7M.), up until 1.12.23 completed FCA submissions;
after that they can still arrange RTOs, but subject to the £30M. minimum.

• 'New' main-listed shells can still float with a sub £30M. market cap. (previous minimum only £0.7M.), up until 2.6.23, if they completed their FCA submission by 2.12.21.
- But these shells will be subject to the £30M. RTO minimum.

This clearly gives shells like NZI more flexibility.

And as the supply of older main-listed shells like NZI gradually dries up, their scarcity value increases, with the smallest RTO candidates fighting over this diminishing pool of available shells.

NZI is also far further down the road to arranging a RTO than new shells, and will have an existing list of RTO candidates to choose from, from its work since it listed in September 2021.

Posted at 18/1/2023 16:56 by hedgehog 100
Medcaw Investments (MCI), another small shell, floated just before Christmas, and highlights NZI's value compared to many other shells.

MCI raised £0.45M. net in its float, at 10p/share, and its current market cap. at 8.5p is £1.46M. (compared to £1.34M. for NZI at its suspension price of 2.2p).

On Admission, the MCI had a cash balance of £702,393, according to its prospectus on its website.

21/12/2022 08:00 UK Regulatory (RNS & others) Medcaw Investments Plc First Day of Dealings on the London Stock Exchange LSE:MCI Medcaw Investments Plc

"Medcaw Investments plc, a company formed for the purpose of undertaking an
acquisition or acquisitions in the life sciences sector life sciences sector,
focusing on companies developing medical or wellness technologies and
therapies, is pleased to announce that, following the publication of its
Prospectus on 16 December 2022, a total of 17,132,095 ordinary shares of £0.01
each in the share capital of the Company will today be admitted to the standard
segment of the Official List of the Financial Conduct Authority and to trading
on the main market for listed securities of the London Stock Exchange plc.

Dealings will commence at 8:00 a.m. today under the TIDM 'MCI' with ISIN number

Posted at 18/1/2023 16:19 by hedgehog 100
So the TCP deal is indeed off the table now.

But NZI still plans to effect a RTO this year, and should have enough cash to arrange this.

18/01/2023 09:46 UK Regulatory (RNS & others) Net Zero Infrastructure Plc Interim Results to 30 September 2022 LSE:NZI Net Zero Infrastructure Plc


Net Zero Infrastructure Plc, a special purpose acquisition company formed with
the intention to acquire renewable or clean energy technology companies and to
finance, develop and promote those environmentally sound projects
internationally, is pleased to announce its unaudited interim results for the
six months ended 30 September 2022.

Chairmans Statement

Since the Company's year-end in March 2022, the Board continued to search for
suitable acquisition targets.

On 19 May 2022, the Company announced that it had signed a heads of agreement
with Taylor Construction Plant Limited ("TCP") to acquire the entire issued
share capital of TCPL. On 18 November 2022, the Company confirmed that it had
reluctantly withdrawn from talks to acquire Taylor Construction Plant Limited.
Due to market conditions, the Directors of NZI believed that they could not
raise the funds required to complete this transaction. As a result, they
concluded that it was in the best interests of its shareholders and those of
TCP to cease talks with TCP.

The net assets of the Company, after costs for the aborted transaction are £

The Board still aims to effect a transaction in the renewable or clean energy
technology sector, in line with its existing acquisition strategy, in the 2023.

Financial Review

For the six months to 30 September 2022, the Company reports a net loss of £
285,605 (2021: net loss of £173,915). During the six months to 30 September
2022, the Company continued its strict financial discipline, incurring a net
operating cash outflow of £307,879 (2021: inflow of £66,800). The Company held
cash at 30th September 2022 of £888,038 (2021: £66,800). ..."

Posted at 06/1/2023 16:00 by hedgehog 100
Good to receive an update, and for the annual report and financial statement link to be RNSed.

As you would expect, this is the same report and financial statement submitted to Companies House on 12th. December, which we have already seen.
So NZI's 1.12.22 Chairman's statement in this is talking as if the TCP RTO is still live, despite the 18.11.22 'termination of acquisition' RNS.

And the second RNS today is to a degree qualified in this regard:-
"The Directors of NZI continue to see a number of prospective transactions in the renewable or clean energy technology sector, in line with its existing acquisition strategy. In the event that a prospective transaction becomes viable the Directors will notify shareholders."

This could suggest that NZI & TCP haven't been able to agree terms that NZI currently considers viable for it, but that this could change.

06/01/2023 11:13 UK Regulatory (RNS & others) Net Zero Infrastructure Plc Annual Report and Financial Statements LSE:NZI Net Zero Infrastructure Plc


Please see link for the full Annual Report and Financial Statements here:
hxxps:// "

06/01/2023 11:13 UK Regulatory (RNS & others) Net Zero Infrastructure Plc Release of Final Results LSE:NZI Net Zero Infrastructure Plc

"Release of Final Results and update on application for the Resumption of

Annual Results to 31 March 2021

NZI, a special purpose acquisition company formed with the intention to acquire
renewable or clean energy technology companies and to finance, develop and
promote those environmentally sound projects internationally announces that
today 6 January 2023 that the Company's Annual Report & Financial Statements
for the Year to 31 December 2021 has been published ("Annual Report").

The full Annual Report can be viewed at the Company's website:

The Company's Annual General Meeting will be convened in due course and
shareholders will be duly notified.

The Annual Report together with the Notice of AGM and Form of Proxy will be
mailed or otherwise made available to shareholders in due course.

Update on resumption of trading

The Board can also confirm that intends to publish its Interim Results to 30
September 2022 by the 16 January 2023 and following those being published will
then apply for the lifting of the suspension of the Company's shares to trading
on the Standard Segment of the London Stock Exchange.

Update on activities

The Directors of NZI continue to see a number of prospective transactions in
the renewable or clean energy technology sector, in line with its existing
acquisition strategy. In the event that a prospective transaction becomes
viable the Directors will notify shareholders.

ENQUIRIES For further information, please visit -

Contact Details

Net Zero Infrastructure PLC

Mike Ellwood - Chairman- 07999 329382

Corporate Finance Advisor

Ikonia Fintech Capital AG - David Scott +44 7977 121135

Corporate Broker

Axis Capital Markets Kamran Hussain +44 203 0260320"

Posted at 29/11/2022 15:27 by hedgehog 100
In order for TCP to IPO on the main market now, it would need a minimum 10% free float, and a minimum £30M. market cap.:-

"... • Reducing the amount of shares an issuer is required to have in public hands (i.e. free float) from 25% to 10%, reducing potential barriers for issuers created by current requirements.
• Increasing the minimum market capitalisation (MMC) threshold for both the premium and standard listing segments for shares in ordinary commercial companies from £700,000 to £30 million. Raising the MMC will give investors greater trust and clarity about the types of company with shares admitted to different markets.
The new rules come into force on 3 December 2021. ..."

In order for TCP to IPO on AIM now, there would be no minimum market cap. requirement, but it might be required to have a minimum 25% free float:-

"... There is no a minimum market capitalisation for a company to be admitted to AIM, but most companies tend to fall within the £25 million to £500 million bracket.

There is no minimum percentage of shares that must held in public hands, as is the case with the Full List of the London Stock Exchange. However, in practice, the AIM team may require 25% of shares to be held as a free float. This is a logical requirement as otherwise a company’s stock would not have sufficient liquidity to justify its public company status. ..."


So current difficulty in raising funds could certainly scupper an IPO by TCP at the moment.

But it should still currently be able RTO into NZI, without raising additional funds initially.

The minimum initial market cap. requirement for a RTO into NZI is only £0.7M., for the time being; and as far as I'm aware there would be no onerous free float requirement - and NZI's share of the enlarged equity should be able to count towards this.

Posted at 21/11/2022 15:13 by hedgehog 100
Thanks for that info. Lazygun.

Personally, I wouldn't worry if some of the contact details haven't been updated.
Details do sometimes change, and updating isn't always a priority.

Ikonica's registered office is in Germany, but their operations are in London:

Another possible contact is NZI's largest shareholder, Mr Rupert Labrum, who holds 29.65%:-

He is also Executive Chairman at Primorus Investments (PRIM):-

And he posts on the ADVFN PRIM thread as betterupthandown1:-

Although he's not a NZI director, as the largest shareholder he may have easier contact with its directors, and indeed may carry some influence.

I would be interested in his views on why NZI doesn't RTO TCP now, without raising funds, and the raise more funds next year.

Note that 'pre-existing' main-listed shells that listed by 2.12.21 (i.e. including NZI) can still arrange a sub £30M. RTO (minimum only £0.7M.), up until 1.12.23 completed FCA submissions; after that they can still arrange RTOs, but subject to the £30M. minimum.

"The Directors of NZI still aim to effect a transaction in the renewable or
clean energy technology sector, in line with its existing acquisition strategy
in the new year."

The New Year isn't far away.

Normally if a shell with NZI's market cap. and cash said that it it could effect a RTO shortly, you would expect a nice share price uplift in anticipation.

I have also previously seen directors come in to buy shares after an aborted RTO.

So a dip at trading resumption could provide a real buy opportunity, from an already depressed s.p.: the market cap. of £1.34M., at 2.2p, is already very low.

Moreover, the numbers here are similar to CRES, which has a proposed RTO at a shell value of c. £2M.: for NZI that would equate to about 3.3p/share.

That's above its IPO price of 3p last year - shells like to RTO at a premium to their original float price.

Posted at 21/11/2022 08:54 by hedgehog 100
Well Dave,

The fact that CRES, TMOR AND ROC have agreed and announced RTO share prices is a major step, and one which neither DISH, MMM, or NZI has been able to reach.

CRES's CEO Cameron Pearce was also the head of shell company BRES (Blencowe Resources), which RTOed and has been performing well recently, and he was also behind the successful EML RTO.
CRES would be a gold RTO, with the potential to be a large and high-grade gold project, and gold can be seen as a bit of a safe haven in uncertain times.

And the proposed RTOs of TMOR & ROC are more developed that TCP (NZI).
TMOR's target Megasteel made audited pre-tax profits of £3M. on turnover of £19.7M. last year.
And ROC's target Amcomri has forecast EBITDA for FY2022 of £5.401M.

I'm a bit surprised that you apparently don't appreciate that pre-RTO suspension is a normal (and usually regulatory-required) step in this game.
And that you apparently wouldn't consider an average uplift of 90% during suspension (based on suspension price to RTO price) as worth waiting for.

You must be one of the world's greatest traders if you think you can beat that by short term trading in the current bad markets!
Though if you were, surely you would be so well off already that you would have plenty of spare money that you would be happy to see locked away ...

That said, DISH and MMMM may still get their RTOs away, so you could be in for a nice 'surprise'.
Resource RTOs, in foreign countries, tend to take the longest to arrange: a domestic RTO I've seen completed in a suspension period of as little as a month, whereas it's not unusual for a foreign resource RTO to take a suspension period of up to a year or so.
The limited cash backing of DISH and MMM may though mean that their share of the enlarged equity in a successful RTO would be relatively disappointing.
And that can make the RTO harder to get over the line, because of tension between the valuation interests of the shell, its target, and new investors, that can be difficult to resolve, especially in challenged markets.

In conclusion, good luck with those shells of yours!

Posted at 19/11/2022 20:42 by hedgehog 100

NZI's cash position, relative to its market cap., looks vastly better than the two suspended shells you have holdings in:-

MMM: suspended for RTO at 3.9p, market cap. £1.25M., needs to raise funds soon.
Loss for year ended 31.1.22: £172,468.
Cash as at 31.7.22: £114,174.

DISH: suspended for RTO at 0.425p, market cap. £1.54M., needs to raise funds soon.
Loss for half year ended 30.9.21: £172,468.
Raised £310K. 8.12.21.

And even in current challenged markets, some shells are still successfully completing RTOs.
Here are a couple of recent examples:-

22/09/2022 06:01 UK Regulatory (RNS & others) Sivota PLC Readmission and Publication of Prospectus LSE:SIV Sivota Plc

31/10/2022 07:00 UK Regulatory (RNS & others) Vox Valor Capital Limited Admission to Main Market and First Day of Dealings LSE:VOX Vox Valor Capital Limited

Obviously an aborted RTO is always a disappointment, but some shells take more than one try to get a deal over the line, but then go on to great success.

And with NZI, at least the share price was suspended at a low, which wasn't really factoring in any hope of a deal.

Posted at 28/9/2022 21:39 by hedgehog 100
The cash shell TMOR (a similar shell to NZI) announced great RTO news on Friday, and if it hadn't been suspended pre-opening, it would probably have been top riser for the weekend: a proposed RTO at a share price of 2.25p, well over double the current share price of 0.95p:-

23/09/2022 07:45 UK Regulatory (RNS & others) More Acquisitions PLC Acquisition - Megasteel and Suspension of Trading LSE:TMOR More Acquisitions Plc

"Proposed Acquisition of Megasteel Limited and Suspension of Trading ...

-- Proposed Acquisition values the current issued share capital of More at GBP2.81 million (vs GBP1.19 million at closing on 22 September 2022) or over 2.3 times the Company's current net cash


Megasteel ( ), has traded for more than 30 years in the United Kingdom, and is one of the largest stockholders and distributors of high-quality steel for the prestressing and post-tensioning of concretes in the UK. Prestressed concrete is a critical building product used in the UK construction market, from house floors to bridge beams and from railway sleepers to high rise buildings in the City of London. In its financial year ended 31 October 2021, Megasteel made audited pre-tax profits of GBP3m on turnover of GBP19.7m. ...

Nigel Roberts, CEO of Megasteel Ltd added:

"We have built Megasteel over the last 30 years to be one of the biggest suppliers in the UK of prestressing wire and strand, a product used in almost every construction project in the country, and we have been considering a listing of the business for many years. We are pleased to be working with More Acquisitions as the vehicle that will enable us to do this.

Over many years we have been able to grow our sales, generate revenues, make profits and turn those profits into cash which we have reinvested into the business to keep the cycle going. Applied over a long period of time these business methods have produced a profitable business that I am proud to have started. ...

We were attracted to More Acquisitions as our vehicle to list because we liked the simplicity and cost-effective way in which it had been set up with its 'one price for all', no advisory or broking fees, capped listing and on-going costs and no director salaries, the Company and its key stakeholders fitted very well with our views on how a business should be run!"

Posted at 19/5/2022 09:50 by hedgehog 100
Suspended for a RTO (reverse takeover), as is standard practice.

And it looks like a good one: a significant, profitable business in an exciting, buoyant space.

Well done to NZI's management, and fingers crossed that the RTO proceeds.

19/05/2022 07:30 UK Regulatory (RNS & others) Official List Suspension - Net Zero Infrastructure PLC LSE:NZI Net Zero Infrastructure Plc

19/05/2022 07:30
Net Zero Infrastructure PLC
The Financial Conduct Authority ("the FCA") temporarily suspends the securities set out below from the Official List effective from 19/05/2022 07:30 at the request of the company: ..."

19/05/2022 08:11 UK Regulatory (RNS & others) Net Zero Infrastructure Plc Proposed Acquisition and Suspension of Listing LSE:NZI Net Zero Infrastructure Plc

"NZI, a special purpose acquisition company formed with the intention to acquire
renewable or clean energy technology companies and to finance, develop and
promote those environmentally sound projects internationally, is pleased to
confirm that it has signed a non-binding letter of intent ("LOI") to acquire
the entire issued share capital of Taylor Construction Plant Limited and Solar
Highways Limited ("TCP" or "the Target"). TCP is a UK based infrastructure
services business, for a combination of cash consideration and new shares in
the Company (the "Proposed Transaction"). The Proposed Transaction, if
completed, and an associated proposed placing of shares by the Company, details
of which will be announced in due course, would result in the shareholders of
the Target having a significant minority interest in the enlarged group.

The principal activity of TCP is the supply and hire of specialist equipment to
UK infrastructure and construction contractors. TCP is transitioning its
existing business from diesel-powered to zero emission equipment powered by
hydrogen and other renewable sources. This is carbon neutral at the point of
use and offers customers an alternative to the use of diesel across a wide
range of market applications, including in construction, events, film, and
temporary power. The Target is profitable and includes as its customers a
number of leading participants in the infrastructure services market.

The Proposed Transaction 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 "Conditions"). The Company will update shareholders as to progress made in
relation to the Proposed Transaction as and when appropriate. As a non-binding
LOI is subject to the Conditions, the Company cannot guarantee nor provide any
certainty that the Proposed Transaction will be completed.

The Proposed Transaction, 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 Proposed Transaction is not proceeding. Accordingly, the
Company has requested that the listing of its Ordinary Shares of £0.01 each
(ISIN GB00BNK8T635) be suspended temporarily with effect from 7.30 a.m. today.

The Company is working on the preparation of a prospectus in relation to the
Proposed Transaction and intends, in due course, to make an application for the
enlarged Company to have its Ordinary Shares admitted to the Official List and
to trading on the Main Market for listed securities of the London Stock
Exchange ("Relisting"). Should the Proposed Transaction not proceed, then the
Company would need to apply for the suspension to be lifted and for trading to
be restored.

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.

Mike Ellwood, CEO of NZI, said:

"The Board of NZI has been impressed with the historical performance of the
Proposed Target and its continued growth as it transitions into the green
energy space. The Proposed Target has a strong management team, who have
demonstrated innovation with the roll-out of its Hydrogen and other renewable
power solutions to the growing UK market in infrastructure services and it is
playing an important role in the green economy space. We look forward to
working with them with a view to completing this transaction and to continue to
develop the business with them thereafter.

Andrew Barker, CEO and significant shareholder of Taylor Construction Plant Ltd

"On behalf of my fellow shareholders and the board of TCP, we are excited by
the opportunity to partner with NZI and its shareholders/investors to support
the continued growth within a fast-expanding net zero market sector. As we
continue to develop and roll out an exciting new range of clean energy products
and services, the enlarged grouping and funding support will be well placed to
lead and support its existing and new customer relationships as they transition
towards clean energy powered solutions. ..."

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