Admission to AIM & First Day of Dealings

RNS Number : 0861B

i(x) Net Zero PLC

09 February 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. 

THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in the Company's admission document ("Admission Document"), in connection with Admission (as defined below).

i(x) Net Zero PLC

(the "Company" or "i(x) Net Zero")

Admission to Trading on AIM & First Day of Dealings

i(x) Net Zero PLC, the investing company which focuses on Energy Transition and Sustainability in the Built Environment,  announces that admission to trading on AIM ("Admission") will take place and dealings will commence at 8.00 a.m. today under the ticker "IX.".

The number of ordinary shares in issue immediately following Admission will be 79,056,811, giving the Company a market capitalisation of approximately £60.1 million at the issue price of 76 pence per share (the "Placing Price").

The Admission Document is   available at: https://ixnetzero.com/ .

Summary and Highlights

· Successful Placing, Subscription and PrimaryBid offer (together the "Fundraising") raised proceeds of approximately £10.7 million before expenses through the issue of  14,056,811 new ordinary shares with institutional and other investors at the Placing Price ("New Ordinary Shares").

· The New Ordinary Shares  represent approximately 17.8   per  cent. of the Company's enlarged share capital immediately following Admission.

· The Company intends to use the net proceeds raised in the Fundraising to provide development and expansion capital to certain of its investee companies, for future investments in companies that fall primarily within its areas of interest in Energy Transition and Sustainability in the Built Environment and to provide working capital for the Company.

· i(x) Net Zero is supported by a strong management team with broad and deep experience in the finance industry, including in private equity, venture capital, growth capital, real estate, capital markets, advisory and project development, risk management, asset management and alternative investments.

Strategy

The Company's approach to the investments it makes is to be actively engaged in creating, building and developing the businesses of its investee companies within its two core areas of focus: Energy Transition and Sustainability in the Built Environment. The Company's strategy can be summarised as follows:

· Deploy capital within its areas of interest that enables investee companies to build scale;

· Source deal flow from, amongst other sources, the significant family offices that are its shareholders and co-investors, with many of which the Company has long-standing relationships;

· Provide its expertise to help build and develop its investee companies;

· Invest for the long term; the Company does not have a fixed time horizon for any of its investments;

· Source additional capital from its shareholders and other investors to co-invest alongside the Company, thereby aligning their interests with the Company's and building enterprise value for its shareholders in the process.

Business Model

The key elements of the Company's business model include:

· Leverage its management team's long and broad experience in the financial markets, both generally and within the Company's core areas of focus in particular;

· Accelerate the growth of its investee companies through investment of catalytic capital and the proactive engagement by the Company and its shareholders;

· Access intentional capital globally to maximise impact through scale;

· Acquire equity stakes in its investee companies appropriate for the capital invested and negotiate opportunities to earn additional equity from in-depth participation in their development and the achievement of meaningful and well-defined key milestones and metrics;

· Evaluate and implement sustainable business strategies in its investee companies within its core areas of focus;

· Seek to develop, implement and monitor impact measurement with its investee companies to provide transparency not just to the targeted financial returns from their investments, but also the impact results;

· Adopt flexible time horizons to benefit from opportunities by investing in both near-term opportunities and the full growth cycle of its assets.

Steve Oyer, Chief Executive Officer of the Company, said:

"We are delighted with the level of interest and support generated ahead of the Company's admission to trading on AIM. The additional funds raised will allow the Company to further exploit the significant market opportunity to deploy capital that has the power to improve the sustainability of our planet and the communities in which we live.

"Admission to AIM marks the next step in i(x) Net Zero's development and provides us access to the London market which is at the centre of the impact investing universe. We are an agile and ambitious business built to accelerate the growth of investee companies and provide investment to sectors solving the world's most pressing issues with the ultimate goal of creating a carbon-neutral future - some of the world's biggest problems present significant market opportunities."

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue will be 79,056,811 shares of no par value with equal voting rights. The Company does not hold any shares in treasury. The total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under article 40.3 of the Company's articles of association.

The ISIN number of the Ordinary Shares is JE00BP4DVJ57 and the SEDOL is BP4DVJ5.

All defined terms used in this announcement have the meanings set out in the Company's Admission Document dated 4 February 2022, which is available on the Company's website: https://ixnetzero.com/ .

For further information visit   https://ixnetzero.com/  or contact:

i(x) Net Zero	Via Buchanan below
Steve Oyer - Chief Executive Officer
Pär Lindström - Chief Investment Officer
Marc Chennault - Chief Financial Officer
H & P Advisory Limited Financial Adviser, Joint Bookrunner & Joint Broker	[phone]
Neil Passmore
Ernest Bell
Andy Crispin (Sales)
Shore Capital Nominated Adviser, Joint Bookrunner & Joint Broker	[phone]
Tom Griffiths
David Coaten Iain Sexton
Buchanan
Helen Tarbet	[phone]
Simon Compton	[phone]
Ariadna Peretz	[phone]

Notes to Editors

i(x) Net Zero PLC is an investing company that provide its shareholders the opportunity to create long-term capital growth with positive, scalable, measurable and sustainable impact on the environment and on the communities it serves.

In accordance with its belief that the world's biggest problems are also the biggest market opportunities, i(x) Net Zero focuses on two critical areas in which it aims to make a positive impact: (i) Energy Transition and (ii) Sustainability in the Built Environment. The Company uses a multi-strategy investment approach, providing the companies in which it invests with the expertise and catalytic capital to help them grow. To date, i(x) Net Zero has invested in biofuels, direct air capture, renewable energy, sustainable workforce housing and sustainable energy efficient apartment buildings for the urban core.

i(x) Net Zero is a provisional signatory to the UN Principles for Responsible Investing. The Company is expected to qualify for London Stock Exchange's Green Economy Mark at Admission.

Forward looking statements

This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'plans', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company, Shore Capital and Corporate, Shore Capital Stockbrokers and Hannam expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Important Notice

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (1) if in a member state of the European Economic Area ("EEA"), qualified investors as defined in the prospectus regulation; and/or (2) if in the United Kingdom, qualified investors as defined in the prospectus regulation who (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (Investment Professionals) or (b) fall within article 49(2)(a) to (d) (High Net Worth Companies, Unincorporated Associations, etc.) of the Order; or (3) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

This announcement and the information in it must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement does not itself constitute an offer for sale or subscription of any securities in i(x) Net Zero plc.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan.

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.

The Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested.  Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Shore Capital and Corporate Limited ( " Shore Capital and Corporate " ), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser to the Company in connection with Admission and will not be acting for anyone else in connection with the Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital and Corporate or for providing advice in relation to Admission or any other matter referred to in this announcement. Shore Capital and Corporate's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of such person's decision to acquire shares in the Company in reliance on ay part of this announcement.

H & P Advisory Ltd ( " Hannam " ), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Hannam or for providing advice in relation to the Placing and Admission or any other matter referred to in this announcement.

Shore Capital Stockbrokers Limited ( " Shore Capital Stockbrokers " ), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital Stockbrokers or for providing advice in relation to the Placing and Admission, any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Corporate , Hannam and Shore Capital Stockbrokers by the FSMA or the regulatory regime established thereunder , neither Shore Capital and Corporate , Hannam nor Shore Capital Stockbrokers, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in, this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Shore Capital and Corporate, Hannam, Shore Capital Stockbrokers and each of their respective directors, officers, employees, advisers and agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith, provided that nothing shall act to limit the liability of any person for their own fraud.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

 

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