NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.
For Immediate Release
14 September 2021
NET ZERO INFRASTRUCTURE PLC
(“NZI” or the “Company”)
Admission Announcement to the London Stock Exchange Main Market
The directors of the Company (the “Directors”) are pleased to announce that an application has been made for the admission (“Admission”) of the Company’s ordinary shares to the London Stock Exchange (“LSE”) Main Market under Exchange symbol ‘NZI’ and ISIN GB00BNK8T635. The Company’s registered office is 1 Charterhouse Mews, London, EC1M 6BB, United Kingdom.
The expected date of Admission is 15 September 2021. On Admission, the Company will have an approximate market capitalisation of £1.82 million at £0.03 per share.
The Company is the process of conducting a placing of 50,000,000 shares at £0.03 to raise £1,500,000. Upon Admission, the Company will have net funds of approximately £1.227 million and there will be 60,700,000 ordinary shares of £0.01 par value in issue.
NZI was established in 2021 through the issue of shares to the founders as a special purpose acquisition vehicle which will seek an acquisition target in the renewable and clean energy sector.
In 2019, the United Kingdom became the first major economy in the world to pass laws to end its contribution to global warming by 2050 and, on 20 April 2021, the UK government announced a new target to reduce national emissions by 78% by 2035. This new target was enshrined into law in June 2021 pursuant to the Carbon Budget Order 2021 (SI 2021/750). It meets the recommendation of the Climate Change Committee, which advised on the net zero target for 2050. The Climate Change Committee also recommended that low carbon investment scale up to £50 billion each year for this purpose.
In light of this, the Directors consider there to be significant commercial opportunities in the renewable and clean energy sectors which, in their view, will play an increasingly significant role in meeting future energy needs. To date, the Directors believe that the majority of investment in these sectors has been made with a focus on delivering specific renewable technologies and projects rather than on the supply chain and infrastructure which enable such technologies and projects to operate. The Directors expect these infrastructure assets, which are critical to achieving the net zero target, to offer stable long term cash flows to investors.
The Directors of the Company, and their age and positions are as follows:
Michael Ellwood - Non-executive director and chairman (age 60)
Michael is an experienced corporate banker having previously been Managing Director of RBS Structured Finance. Most recently, as Head of Corporate and Commercial Banking at Santander U.K. Ltd in London, he assisted in establishing Santander in the U.K. corporate banking market, with a significant presence in the renewable and infrastructure sector.
He sat on both the U.K. Executive Committee and the Global Coverage Board for the Investment Bank and was also a senior member of the U.K. Credit Committee.
Brian Basham - Non-executive director (age 77)
Brian Basham is a former investigative journalist, Mergers & Acquisitions communications specialist and entrepreneur. He started his career in journalism with City Press, then moved to the Daily Mail, the Daily Telegraph and The Times. After a brief spell as a fund manager, he moved into public relations, joining John Addey Associates.
Brian has been a founding member of a number of companies, including Broad Street Group, Primrose Care, Equity Development and ArchOver. He has also advised the chairmen and chief executives of many large companies and organisations including British Airways, Hanson, Bae Systems, Tesco, Guinness, Safeway, Wimpy, Saatchi and Saatchi, Age Concern, and the British Association of Pension Funds.
Alejandro Ciruelos - Non-executive director (age 40)
Alejandro is a Managing Director at Sustainable Development Capital LLP (“SDCL”) where he heads the renewable energy and power practice of the firm. He has 15 years of experience in structuring, financing, investing and raising capital for power and infrastructure projects and corporations. Alejandro has participated twice as an expert witness in the UK Energy and Climate Change Committee and co-authored Renewable Energy Finance: Powering the Future.
Prior to joining SDCL, Alejandro was a Managing Director and member of the executive leadership team of Santander Corporate & Investment Banking in London where he was responsible for the origination, structuring and placement of private debt and equity products.
James Wharton - Non-executive director (age 37)
James is a British Conservative Party politician who entered the House of Lords as Baron Wharton of Yarm in September 2020. Prior to this, he served as the Member of Parliament for his home constituency of Stockton South from 2010 to 2017 and served as the Northern Powerhouse Minister at the Department for Communities and Local Government. He also served as the Minister for Africa at the Department for International Development. James’ early career was as a solicitor working for a firm in the Northeast of England.
James now has a number of roles including Chair of the Office for Students, England’s Higher Education regulator.
Reasons for Admission to the London Stock Exchange Main Market
The Company is raising capital to fund the acquisition of a company or business in the renewable or clean energy sector. The Directors consider that admission of the Company’s shares to trading on the Main Market will be attractive both to investors under the Placing and to the vendors of potential target companies or businesses as the Company executes its investment strategy, relative to the listing or admission of the Company’s shares on a different exchange.
The interests of the Directors, their immediate families and any persons connected with them (within the meaning of section 252 of the Act) (all of which, unless otherwise stated, are beneficial) in the Company’s issued share capital as at the date of this announcement and as they are expected to be prior to and immediately following Admission will be as follows:
Number of issued Ordinary Shares
Percentage of Entire Issued Share Capital at Admission
Shares in Public Hands
Approximately 83.1 per cent. of the Company’s share capital will be in public hands upon Admission.
Document Available for Inspection
Copies of the prospectus and this announcement are available from the Company’s website, https://nziplc.com.
The directors of Net Zero Infrastructure Plc accept responsibility for this announcement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Company Contact Details:
Net Zero Infrastructure Plc
1 Charterhouse Mews
London, EC1M 6BB,
Telephone: +44 (0) 20 8124 3630
Alexander David Securities Limited
David Scott – Corporate Finance
James Dewhurst – Corporate Finance
49 Queen Victoria Street,
London, EC4N 4SA
Telephone: +44 (0) 20 7448 9820
Placing Agent and Broker from Admission:
Axis Capital Markets Limited
27 Clements Lane
London, EC4N 7AE
Telephone: +44 (0) 20 3026 0320
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.
Alexander David Securities Limited and Axis Capital Markets Limited, which are authorised and regulated by the Financial Conduct Authority, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Axis Capital Markets Limited or advice to any other person in relation to the matters contained herein.