Proposed Extension of the Combination Deadline

New Energy One Acquisition Corp.

25 May 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

25 May 2023

New Energy One Acquisition Corporation Plc

Proposed Extension of the Business Combination Deadline

Proposed Amendment to the Articles of Association

Publication of Notice of Extraordinary General Meeting in connection with the extension of Business Combination Deadline

New Energy One Acquisition Corporation Plc ("NEOA" or the "Company"), a special purpose acquisition company, announces today that it is seeking shareholder approval to extend the deadline by which it may seek a Business Combination to 15 March 2024.

Introduction

NEOA was formed with the objective of offering a differentiated opportunity to invest in leaders in the Energy Transition sector, with a specific focus on the decarbonisation of fossil fuels. NEOA's management has been focused on pursuing a Business Combination with a target company or business that is positioned to participate in or benefit from the global transition towards a low carbon economy. Within the Energy Transition sector and among the opportunities that NEOA has reviewed and continues to review, NEOA considers the carbon, capture, utilisation and storage ("CCUS") business most compelling.

NEOA has engaged with a select number of opportunities about a potential Business Combination in the Energy Transition sector and, in particular, across the CCUS value chain. NEOA's ambition is to create:

·      amongst the first pure-play publicly listed CCUS companies; and

·      a business operating across the CCUS value chain, incorporating carbon management, capture, utilisation, transportation and storage.

NEOA has signed a non-binding letter of intent in respect of one such CCUS opportunity.

Negotiations in relation to that potential Business Combination are at a preliminary stage and, while there is no certainty that any transaction can be completed, NEOA remains confident that with the benefit of this extension it would be able to complete this or another Business Combination.

NEOA has retained M&A advisers and legal counsel to assist with a potential Business Combination.

The proposed extension will require an amendment to the articles of association of the Company (the "Articles of Association") which currently require the Company to complete a Business Combination by no later than the date falling fifteen months after the settlement date of the Company's initial public offering (the "IPO"), being 16 June 2023.

Extension of Business Combination Deadline

In order to allow the Company additional time to complete a Business Combination, the Company is seeking an extension of the business combination deadline from 16 June 2023 (the "Initial Business Combination Deadline") to 15 March 2024 (the "Business Combination Extension").

At the time of the of the Company's IPO an extension was not provided for. However, to allow the Company sufficient time to agree and consummate a Business Combination, the Board now considers that an extension to the Initial Business Combination Deadline is in the best interests of the Company.

The Articles of Association do not provide for an extension to the Initial Business Combination Deadline. Accordingly, the Company is convening an extraordinary general meeting to be held at 10.00 a.m. on 14 June 2023 to consider, and if thought fit, approve the Business Combination Extension by way of an amendment to the Articles of Association. Shareholders are not being asked to approve any Business Combination at the General Meeting.

The Company remains confident on the prospect of successfully consummating a Business Combination with the benefit of the Business Combination Extension by the revised Business Combination Deadline of 15 March 2024.

Availability of Redemption Rights

Pursuant to the Articles of Association, in the event that any amendment is made to the Articles of Association: (A) to modify the substance or timing of the Company's obligation to allow and effect redemption of Ordinary Shares held by Public Shareholders in connection with a Business Combination or to redeem 100% of the Ordinary Shares held by Public Shareholders if the Company does not consummate a Business Combination by the Business Combination Deadline; or (B) with respect to any other provision relating to Shareholders' rights or pre-Business Combination activity (each, an "Amendment"), the Company shall provide the Public Shareholders with the opportunity to redeem their Ordinary Shares upon the approval of such Amendment.

The Business Combination Extension is therefore conditional upon Shareholder approval of the resolutions to: (i) disapply the operation of Article 25 of the Articles of Association in connection with the Amendment and the Business Combination Extension; and (ii) approve the Amendment of the Articles of Association to effect the Business Combination Extension, being obtained at the General Meeting (the "Extension Resolutions"). The disapplication of Article 25 of the Articles of Association in connection with the extension of the Business Combination Deadline is a procedural mechanism to provide sufficient time for the Company to satisfy redemption rights in connection with the Business Combination Extension while enabling the Amendment to become effective prior to the expiry of the Initial Business Combination Deadline.

Each of the Sponsor Entities has undertaken in respect of the Shares they hold to vote in favour of the Extension Resolutions.

The Amendment to effect the Business Combination Extension means that the Company will provide the Public Shareholders with the opportunity to redeem their Ordinary Shares, conditional upon the approval of such Amendment, in order to realise the investment they made at the time of the Offering if a Business Combination was not completed by the Initial Business Combination Deadline.

The right of redemption in connection with the Amendment to effect the Business Combination Extension is in addition to the opportunity for Public Shareholders to redeem their Ordinary Shares in connection with a Business Combination if one is consummated or, if the Company has not completed a Business Combination by the Business Combination Deadline, in a Pre-Winding Up Redemption (subject to the Company having sufficient distributable reserves in order to fund such redemption in accordance with applicable law and sufficient cash proceeds in the Escrow Account).  

This right of redemption in connection with the Business Combination Extension will apply whether or not a Public Shareholder votes in favour of the Extension Resolutions to approve the Business Combination Extension at the General Meeting. The amount in the Escrow Account for redemption of each Ordinary Share in connection with the Business Combination Extension is anticipated to be £10.325 (comprising £10.00 per Offer Share representing the amount subscribed for by Public Shareholders in the Offering, together with such Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, expected to be £0.325 per Offer Share). Furthermore, the amount in the Escrow Account for redemption of each Ordinary Share in connection with the Business Combination Extension is anticipated to be the same for redemption of each Ordinary Share in connection with a Business Combination or in a Pre-Winding Up Redemption, subject to sufficient distributable reserves and/or cash proceeds in the Escrow Account to redeem the Ordinary Shares held by Public Shareholders at such time. Any interest that accrues on the amount deposited in the Escrow Account, after deductions for any corporation tax charge thereon, will be set off against the amount initially contributed by the Sponsor Entities in respect of the Escrow Account Overfunding.

The redemption of Ordinary Shares held by a Public Shareholder does not trigger the repurchase or redemption of Public Warrants held by such Public Shareholder (if any). Accordingly, Public Shareholders whose Ordinary Shares are redeemed by the Company will retain all rights to any Public Warrants that they may hold at the time of such redemption.

Pursuant to the terms of the Insider Letter, the Sponsor Entities have agreed to waive any redemption rights they may have with respect to their Ordinary Shares in connection with the Business Combination Extension.

Expected Timetable of Events*

Event	Date and time
	2023
Posting of the Circular and Forms of Proxy..................................	25 May
Redemption election through CREST available..............................	25 May
Latest time and date for receipt of Forms of Proxy.......................	10.00 a.m. on 12 June
Latest time and date for receipt of redemption requests in respect of Ordinary Shares......................................................................	1.00 p.m. on 12 June
Voting record date for the General Meeting...................................	6.30 p.m. on 12 June
General Meeting..........................................................................	10.00 a.m. on 14 June
Announcement of the result of the General Meeting.......................	14 June
Redemption of Ordinary Shares and settlement of redemption monies through CREST or despatch of cheques in respect of redemption monies......................................................................	21 June (or as soon as practicable thereafter)

*All references to time in this announcement are to London time.

Exercise of Redemption Rights

Public Shareholders who are registered in the register of members of the Company are entitled to have their Ordinary Shares redeemed in connection with the Business Combination Extension if they submit a valid redemption election by no later than 1.00 p.m. on 12 June 2023 (the "Redemption Election Time"), being the date two Trading Days prior to the date of the General Meeting. Redemption elections are available from the date of the Circular for Public Shareholders.

If Public Shareholders wish to redeem all or a portion of their Ordinary Shares in connection with the Business Combination Extension, they are required to submit their redemption election electronically through CREST or complete and return a Redemption Election Notice so as to be received by Link Market Services Limited (the "Receiving Agent") by post at Link Market Services Limited, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, in each case by no later than the Redemption Election Time.

Redemption requests for Ordinary Shares held in certificated or uncertificated form shall not be valid (unless the Company agrees otherwise) unless they are received by the Receiving Agent by the Redemption Election Time.

If a Public Shareholder does not wish to redeem any of its Ordinary Shares in connection with the Business Combination Extension, it does not need to submit a redemption election or take any other action.

Extraordinary General Meeting

The Business Combination Extension is conditional upon Shareholder approval of the Extension Resolutions being obtained at the General Meeting. Accordingly, the Directors are seeking approval of the Extension Resolutions as Special Resolutions to: (i) disapply the operation of Article 25 of the Articles of Association in connection with the Business Combination Extension pursuant to resolution 1; and (ii) conditional on the approval of resolution 1, authorise the Business Combination Extension by way of an Amendment to the Articles of Association and reinstate the application of Article 25 of the Articles of Association pursuant to resolution 2.

If the Company is able to agree the terms of a Business Combination and enter into definitive binding agreements in respect of such transaction, the Company will in due course publish an FCA-approved prospectus and circular which will include a notice to convene an extraordinary general meeting to approve such Business Combination (among other related matters).

The General Meeting will be held at 10.00 a.m. on 14 June 2023 at the offices of Lazard & Co. Ltd, 50 Stratton Street, London W1J 8LL, at which the Extension Resolutions will be proposed. Copies of the notice of General Meeting and Forms of Proxy are enclosed with the Circular and are available to download from the Company's website https://neoa.london.

Consequences of not approving the Business Combination Extension

In the event that the Extension Resolutions are not approved, the Company will:

·      not be able to complete a Business Combination by the Initial Business Combination Deadline;

·      not give effect to any requests for redemption of Ordinary Shares that have been submitted in connection with the Business Combination Extension;

·      cease all operations except for the purposes of winding up;

·      as promptly as reasonably possible but not more than ten Trading Days thereafter, in the "Pre-Winding Up Redemption", first, redeem the Ordinary Shares held by Public Shareholders who elect, or, in the case of a Pre-Winding Up Redemption, who are automatically deemed to have elected, to tender their Ordinary Shares for redemption in accordance with the Articles of Association ("Redeeming Shareholders") at a price per Ordinary Share equal to: (a) the gross proceeds of the issue of (i) the Offer Shares plus (ii) the Overfunding Shares, divided by (b) the number of Offer Shares (the "Redemption Amount"), payable in cash, save that where the Company has insufficient distributable reserves and/or cash proceeds in the Escrow Account to redeem the Ordinary Shares held by Public Shareholders at a price per Ordinary Share equal to the Redemption Amount, redeem only such number of Ordinary Shares held by Public Shareholders as can be redeemed at a price per Ordinary Share equal to the Redemption Amount and such Ordinary Shares shall be redeemed among the Public Shareholders pro rata to the number of Ordinary Shares held by them; and, second, conditional on the payment in full of the Redemption Amount in respect of each Ordinary Share held by Public Shareholders, redeem the Ordinary Shares held by Excluded Persons at a price per Ordinary Share equal to the subscription price payable in cash, save that: (i) no amount shall be paid to an Excluded Person in respect of such number of Ordinary Shares as is equal to the number of Overfunding Shares to the extent the proceeds from the subscription of such Ordinary Shares have been actually applied towards the payment of the Redemption Amount to Redeeming Shareholders (and accordingly none of such Ordinary Shares shall be redeemed); and (ii) where the Company has insufficient distributable reserves and/or cash proceeds in the Escrow Account to redeem the aggregate number of Ordinary Shares held by Excluded Persons at a price per Ordinary Share equal to the subscription price, only such number of Ordinary Shares shall be redeemed as can be redeemed at a price per Ordinary Share equal to the subscription price and such Ordinary Shares shall be redeemed among Excluded Persons pro rata to the number of Ordinary Shares held by them which redemption will extinguish, in each case, such Ordinary Shareholders' rights in respect of such Ordinary Shares so redeemed (including the right to receive any distributions in a liquidation); and

·      as promptly as reasonably possible following such Pre-Winding Up Redemption, subject to the approval of the remaining Shareholders and the Directors, initiate a members' voluntary liquidation and, subject to the Company's obligations under English law to have regard to the interests of creditors and the requirements of other applicable law, following the conclusion of that members' voluntary liquidation, be dissolved.

Amendment of Warrant Instruments

Subject to approval of the Business Combination Extension by way of approval of the Extension Resolutions at the General Meeting, following the General Meeting the Company intends to amend the Warrant Instruments to align the definition of "Business Combination Deadline" in the Warrant Terms & Conditions with the definition in the Articles of Association after giving effect to the Amendment. The Company intends to replace the existing definition of "Business Combination Deadline" in the Warrant Terms & Conditions with the words "has the meaning ascribed to in the Articles of Association".

Pursuant to Section 10(ii) of the Warrant Terms & Conditions, the Company is permitted to change any provision of the Warrant Terms & Conditions, without the consent of holders of Warrants, with respect to, among other things, matters or questions arising under the Warrant Terms & Conditions as the Company may deem necessary or desirable and the Company deems not to adversely affect the rights of the holders of Warrants, provided that it does not change or is not expected to change in the good faith determination of the Board (taking into account advice of professional advisers) the classification of the Public Warrants and the Sponsor Warrants as equity in the Company's financial statements (to the extent the Public Warrants and the Sponsor Warrants are classified as equity at any time). The Company does not expect the proposed change to the Warrant Terms & Conditions to change the classification of the Public Warrants and the Sponsor Warrants as equity in the Company's financial statements or to adversely affect the rights of the holders of Warrants.

A notice to Warrant Holders setting out the amendments to the Warrant Instruments will be published following announcement of the results of the General Meeting and amendment of the Warrant Instruments.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Appendix.

Enquiries:

NEOA                                                                                                                                        

Sanjay Mehta                                                                                    [e-mail]

FGS Global                                                                                [e-mail]

[phone]

The information contained in this announcement in relation to the Business Combination Extension is deemed by NEOA to constitute inside information for the purposes of Article 7 of the UK Market Abuse Regulation. By publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of NEOA is Sanjay Mehta, Executive Director.

The LEI of NEOA is 213800NRR4DCRPRUZ804.

Disclaimer:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer for securities for sale or a solicitation of an offer to purchase securities of NEOA (the "Securities") in the United States, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation is unlawful. These Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1993, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.

Neither this announcement nor the information contained herein, nor its publication, constitutes an offer or solicitation by the Company, or any other issuer or entity for the purchase or sale of any Warrant or any security relating thereto, nor does it constitute an offer, solicitation or publication to any person in any jurisdiction where such solicitation or publication would be unlawful.

This announcement does not constitute a prospectus. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in its expectation with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.

Appendix

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise.

"Amendment"	any proposed amendment to the Articles of Association (A) to modify the substance or timing of the Company's obligation (i) to allow and effect redemption of Ordinary Shares held by Public Shareholders in connection with a Business Combination or  (ii) to redeem 100% of the Ordinary Shares held by Public Shareholders if the Company does not complete a Business Combination by the Business Combination Deadline or (B) with respect to any other provision relating to Shareholders' rights or pre-Business Combination activity;
"Articles of Association"	the memorandum and articles of association of the Company, as at the date of this announcement;
"Board"	the board of Directors of the Company;
"Business Combination"	a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company either with a single company or business or simultaneously with more than one company or business;
"Business Combination Completion Date"	the date of completion of a Business Combination;
"Business Combination Deadline"	the deadline by which the Company must complete a Business Combination;
"Business Combination Extension"	the extension of the Initial Business Combination Deadline to 15 March 2024;
"Circular"	the document published by the Company in connection with the Business Combination Extension containing the notice of General Meeting;
"Company" or "NEOA"	New Energy One Acquisition Corporation Plc, a public limited company incorporated in England and Wales;
"Companies Act"	the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force;
"CCUS"	carbon, capture, utilisation and storage;
"CREST"	the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK & International Limited is the operator;
"Directors"	the directors of the Company;
"Energy Transition"	the global transition towards a low carbon economy;
"Escrow Account"	the escrow account opened by the Company with the Escrow Agent;
"Escrow Agent"	HSBC Bank plc;
"Escrow Account Overfunding"	the gross proceeds from the subscription at the Offer Price by the Sponsor Entities of the Overfunding Shares, representing 3.25% of the gross proceeds of the Offering, less the net amount of any accrued interest on the total aggregate amount held in the Escrow Account between the Settlement Date and the earlier of the Business Combination Completion Date and the Business Combination Deadline, which will be used to provide additional cash funding for the redemption of Ordinary Shares by Public Shareholders on a pro rata basis;
"Excluded Persons"	means the Sponsor Entities, the Directors, the Strategic Advisers, any founding shareholder of the Company and such other persons as are prevented from voting on a resolution to approve a Business Combination by the Listing Rules from time to time;
"Extension Resolutions"	the resolutions of the Company to be passed at the General Meeting to: (i) disapply the operation of Article 25 of the Articles of Association in connection with the Amendment and the Business Combination Extension; and (ii) approve the Amendment of the Articles of Association to effect the Business Combination Extension;
"FCA"	the UK Financial Conduct Authority;
"Form of Proxy"	the form of proxy accompanying the Circular in respect of the General Meeting;
"General Meeting"	the general meeting of the Company to approve the Business Combination Extension;
"Initial Business Combination Deadline"	the date that is 15 months from the date on which settlement of the Offering occurred;
"Insider Letter"	the letter agreement entered into by the Sponsor Entities and the Directors with the Company dated 9 March 2022;
"IPO"	the initial public offering of the Company which completed on 16 March 2022;
"IPO Prospectus"	the prospectus dated 9 March 2022 published by the Company;
"Listing Rules"	the listing rules made by the FCA under section 73A of the FSMA, as amended from time to time;
"Offer Shares"	15,654,604 Ordinary Shares offered by the Company at the Offer Price in the Offering;
"Offer Price"	price per Ordinary Share of £10.00 in the Offering and Subscription;
"Offering"	the initial offering of 15,654,604 Offer Shares at a price per Ordinary Share of £10.00 to certain institutional investors which closed on 16 March 2022;
"Ordinary Shareholders"	holders of Ordinary Shares;
"Ordinary Shares"	redeemable (until completion of a Business Combination) ordinary shares in the capital of the Company with a par value of £0.001;
"Overfunding Shares"	the subscription of 508,775 Ordinary Shares by the Sponsor Entities, which will be used to provide additional cash funding for the redemption of Ordinary Shares by Public Shareholders on a pro rata basis;
"Pre-Winding Up Redemption"	a redemption of the Ordinary Shares if (i) the Company fails to complete a Business Combination prior to the Business Combination Deadline or (ii) before the expiry of the Business Combination Deadline, the Directors decide it is in the best interests of the Company to not pursue a Business Combination;
"Promote Schedule"	the terms and performance-related conditions of the Sponsor Shares as described in the Articles of Association and the IPO Prospectus;
"Public Shareholder"	a person (other than an Excluded Person) who holds Ordinary Shares;
"Public Warrants"	the warrants of the Company issued to subscribers of Offer Shares in the Offering and subscribers of Subscription Shares in the Subscription on 16 March 2022 on the basis of one warrant of the Company for every two Offer Shares;
"Receiving Agent"	Link Market Services Limited;
"Redeeming Shareholder"	a Public Shareholder who elects, or, in the case of a Pre-Winding Up Redemption, who is automatically deemed to have elected, to tender its Ordinary Shares for redemption in accordance with the Articles of Association;
"Redemption Election Notice"	a redemption election notice for Public Shareholders who hold their Ordinary Shares in certificated form to exercise redemption rights in connection with the Business Combination Extension;
"Redemption Election Time"	1.00 p.m. on 12 June 2023, being the date two Trading Days prior to the date of the General Meeting;
"Securities Act"	U.S. Securities Act of 1993, as amended;
"Shareholder"	a holder of Shares in the Company;
"Settlement Date"	16 March 2022;
"Shares"	the shares in the Company outstanding from time to time and including the Ordinary Shares and the Sponsor Shares;
"Special Resolution"	a resolution of the Company passed by a majority of not less than 75% in accordance with section 283 of the Companies Act;
"Sponsor Entities"	LiveStream LLC and Eni International B.V.;
"Sponsor Shares"	the ordinary shares issued to the Sponsor Entities of par value of £0.001 each, which convert to Ordinary Shares in accordance with the Promote Schedule;
"Sponsor Warrants"	the warrants issued to the Sponsor Entities in a private placement which closed simultaneously with the closing of the Offering;
"Strategic Advisers"	Sir Peter Gershon, Amber Rudd and Randy Chen;
"Subscription"	the subscription for the Subscription Shares by the Sponsor Entities in a private placement which closed simultaneously with the closing of the Offering;
"Subscription Shares"	1,845,396 Ordinary Shares subscribed by the Sponsor Entities in the Subscription;
"Trading Day"	a day on which the London Stock Exchange is open for trading;
"Warrant Instruments"	the instruments constituting the Public Warrants and the Sponsor Warrants, respectively, entered into by the Company on 9 March 2022 as amended and restated on 19 December 2022;
"Warrant Terms & Conditions"	the terms and conditions in respect of the Public Warrants and the Sponsor Warrants;
"Warrants"	the Public Warrants and the Sponsor Warrants; and
"Warrant Holders"	a holder of the Warrant Instruments.

 

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