Proposed cancellation of trading on AIM

i(x) Net Zero PLC

28 June 2024

 

The information contained within this Announcement is deemed by i(x) Net Zero plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

28 June 2024

i(x) Net Zero PLC

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

Proposed cancellation of admission of Ordinary Shares to trading on AIM

i(x) Net Zero PLC (AIM: IX.), the investing company which focuses on Energy Transition and Sustainability in the Built Environment, announces the proposed cancellation of admission of its Ordinary Shares to trading on AIM ("Cancellation").

The Directors have undertaken a review to evaluate the benefits and drawbacks to the Company and its Shareholders of retaining the admission to trading of the Ordinary Shares on AIM.  The Directors have taken into consideration numerous factors, both positive and negative, and considered the interests of all Shareholders in reaching its decision. Following this review, the Board has concluded that the continued admission to trading of the Ordinary Shares on AIM is not appropriate and, accordingly, the Cancellation is in the best interests of the Company and its Shareholders as a whole including for the following reasons:

·    The Company's share price fell by approximately 70% to 22 pence in the 6 months after IPO and has since remained at or around this level, despite the NAV of the Company's underlying investments having materially increased during this period.

·    There has been limited liquidity in the Ordinary Shares for some time and, as a result, the Directors believe that continued admission to trading on AIM no longer sufficiently provides the Company with the advantage of providing access to capital in the medium to longer-term, nor in the opinion of the Directors, provides liquidity to investors. 

·    The Directors believe that the low share price is seen as a barrier to the Company issuing further shares and so the Company's ability to provide additional funds to it portfolio companies or to make new investments.

·    Notwithstanding the public reporting of NAV, whilst the low share price has become disconnected with the underlying NAV of the Company's investments and the Directors believe that this low share price hampers valuation discussions when looking to realise investments the Company has made.

·    The considerable cost, management time and legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company's continued admission to trading on AIM.

·    More generally, the Directors believe that the UK small and micro-cap public markets have had a significant change in sentiment over the past few years and that the Company's current public market valuation does not reflect the underlying potential of the business with the result that growth prospects are more readily accessible and managed in a private market environment.

Pursuant to AIM Rule 41, the Cancellation can only be effected by the Company after securing a resolution of Shareholders in a general meeting passed by a requisite majority, being not less than 75 per cent. of the votes cast by Shareholders (in person or by proxy).    The Directors intend to propose the resolution to approve the Cancellation at or around the time of the forthcoming AGM and a further announcement of the timing of the proposed Cancellation will be made in due course.  Further details of the effect of the proposed Cancellation is set out at the end of this Announcement.

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation but there will be no formal market for this which would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

The Company intends to make arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation, if the resolutions necessary to approve the proposed Cancellation are passed. The intended Matched Bargain Facility would be provided by J P Jenkins. J P Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

- Ends -

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

i(x) Net Zero	Via Buchanan below
Pär Lindström - Chief Executive Officer
Jonathan Stearns - Chief Financial Officer
Canaccord Genuity Limited Nominated Adviser & Broker	[phone]
Max Hartley
Harry Pardoe
Buchanan
Helen Tarbet	[phone]
Simon Compton	[phone]
Abby Gilchrist	[phone]

Notes to Editors

About i(x) Net Zero PLC

i(x) Net Zero PLC is an AIM quoted investing company that provides 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 (carbon removal), renewable energy, sustainable workforce housing and net zero construction technology.

i(x) Net Zero is a signatory to the UN Principles for Responsible Investing. The Company has received the London Stock Exchange's Green Economy Mark.

Effect of the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least 5 clear Business Days have passed following the passing of the Resolution.

The principal effects of the Cancellation will be that:

·          there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares and, consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. This decision has been taken due to increasing costs, probability of low liquidity and the advantages of not having a publicly quoted share price during future negotiations in respect of the Company's underlying investments;

·          while the Ordinary Shares will remain freely transferrable, it is possible that the liquidity and marketability of the Ordinary Shares will, in the future, be even more constrained than at present and the value of such Ordinary Shares may be adversely affected as a consequence the Ordinary Shares may be more difficult to sell, even if the Company implements the expected Matched Bargain Facility with a third party which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation;

·          in the absence of a formal market and quote, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·          the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

·          Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions and certain acquisitions and disposals) and the separate requirement to seek shareholder approval for certain other corporate events such as reverse takeovers or fundamental changes in the Company's business;

·          the Company will no longer be required to have an AIM Investing Policy and the Directors will be able to change its policy in relation to asset allocation and risk diversification without the need for shareholder approval;

·          the UK Takeover Code will no longer apply and Shareholders will no longer be afforded the protections given by the UK Takeover Code;

·          the legal requirements applicable to private companies relating to transparency and corporate governance are less stringent than those applicable to public companies quoted on AIM and whilst the Company currently follows the QCA Corporate Governance Code, following the cancellation it will no longer be required to follow a recognised corporate governance code;

·          the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the AIM Rules or the Disclosure Guidance and Transparency Rules;

·                          Canaccord Genuity will cease to be nominated adviser to the Company;

·                          whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates); and

·          the Cancellation may have taxation or other commercial consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The Company will remain registered with the Registrar of Companies in Jersey in accordance with and subject to the Law, notwithstanding the Cancellation.

The Company will continue to be bound by the Articles (which require shareholder approval for certain matters) following the Cancellation.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company. The Company will:

·          continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Law;

·          continue to hold Annual General Meetings;

·          continue, for at least 12 months following the Cancellation, to maintain its corporate website, www.ixnetzero.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules; and

The Company also intends to make available to Shareholders, through J P Jenkins, the Matched Bargain Facility which will allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation.

There will be no change to the composition of the Board immediately following the Cancellation.

UK Takeover Code

The UK Takeover Code currently applies to the Company and will do so for ten years following the Cancellation becoming effective if the Company meets the "residency test" under the UK Takeover Code (as described below). The composition of the Board is such that, assuming that they are all reappointed at the AGM, a majority of the board of directors are not resident in the UK, the Channel Islands or the Isle of Man and so the Company would no longer meet the residency test from the Cancellation becoming effective. Following the Cancellation becoming effective, for so long as the Company no longer meets the residency test, the UK Takeover Code will not apply to the Company and the protections afforded by the UK Takeover Code will not apply to any offer made to Shareholders to acquire their Ordinary Shares.

The UK Takeover Code applies to all offers for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

The UK Takeover Code also applies to all offers for companies (both public and private) which have their registered office in the United Kingdom, the Channel Islands or the Isle of Man which are considered by the Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions are met - for example, if the company's shares were admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man at any time in the preceding ten years.

If the Cancellation is approved by Shareholders, its securities will no longer be admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom. In these circumstances, the UK Takeover Code will only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man. This is known as the "residency test". In determining whether the residency test is satisfied, the Panel has regard primarily to whether a majority of a company's directors are resident in these jurisdictions.

The Panel has confirmed to the Company that, on the basis of the current residency of the Directors and assuming that they are all re-elected at the AGM, the Company will have its place of central management and control outside the United Kingdom, Channel Island and Isle of Man following the Cancellation. Therefore, if the Cancellation is approved by Shareholders at the AGM and becomes effective, the  UK Takeover Code will cease to apply to the Company with effect from such Cancellation.

Under the current rules, the UK Takeover Code could apply to the Company in the ten year period from the date of the Cancellation if the composition of the Board were to change such that the Company would have its place of central management and control in the United Kingdom. Following the expiry of the ten year period from the date of the Cancellation, the Company would not in any circumstances be subject to the provisions of the UK Takeover Code. The Takeover Panel Consultation Paper "Companies to which the Takeover Code applies" dated 24 April 2024 sets out a proposal which, if implemented, would provide for a new jurisdictional framework which would narrow the scope of the companies to which the UK Takeover Code applies. Should the proposed amendments to the UK Takeover Code be implemented, such ten year period could be reduced to three years.

Brief details of the Panel, and of the protections afforded by the UK Takeover Code are described below.

Before giving your consent to the Cancellation, you may want to take independent professional advice from an appropriate independent financial adviser.

The UK Takeover Code

The UK Takeover Code is issued and administered by the Panel. The UK Takeover Code currently applies to the Company and, accordingly, its Shareholders are entitled to the protections afforded by the UK Takeover Code.

The UK Takeover Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The UK Takeover Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The General Principles and Rules of the UK Takeover Code

The UK Takeover Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. For your information, these General Principles are set out in Part 1 of Appendix A of this announcement. The General Principles apply to all transactions with which the UK Takeover Code is concerned. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

In addition to the General Principles, the UK Takeover Code contains a series of Rules. Some of the Rules provide more detail on how the General Principles will be applied by the Panel and others govern specific aspects of the takeover procedure. Like the General Principles, the Rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

Giving up the protection of the UK Takeover Code

A summary of key points regarding the application of the UK Takeover Code to takeovers generally set out in Part 2 of Appendix A of this announcement. You are encouraged to read this information carefully as it outlines certain important protections which you will be giving up if you agree to the Cancellation and, as expected, the UK Takeover Code ceases to apply to the Company in the future.

Transactions in the Ordinary Shares prior to and post the proposed Cancellation

Prior to Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to Cancellation.

Dealing and settlement arrangements following Cancellation

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation but there will be no formal market for this which would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

The Company intends to make arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation, if the Resolutions are passed. If put in place, the Matched Bargain Facility will be provided by J P Jenkins. J P Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

Subject to these arrangements being put in place, under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with J P Jenkins, through their stockbroker (J P Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker. Should the Cancellation become effective and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.ixnetzero.com.

The Matched Bargain Facility is expected (but is not certain) to operate for a minimum of 12 months after the Cancellation. The Directors' current intention is that it will continue beyond that time but Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective.

APPENDIX A

PART 1: THE GENERAL PRINCIPLES OF THE UK TAKEOVER CODE

1.    All holders of the securities of an offeree company of the same class must be afforded equivalent treatment. If a person acquires control of a company, the other holders of securities must be protected.

2.    The holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. Where it advises the holders of securities, the board of directors of the offeree company must give its views on the effects of implementation of the takeover bid on employment, conditions of employment and the locations of the company's places of business.

3.    The board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the takeover bid.

4.    False markets must not be created in the securities of the offeree company, of the offeror company, or of any other company concerned by the takeover bid in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.

5.    An offeror must announce a takeover bid only after ensuring that the offeror can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.

6.    An offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities.

PART 2: DETAILED APPLICATION OF THE UK TAKEOVER CODE

The following is a summary of key provisions of the UK Takeover Code which apply to transactions to which the UK Takeover Code applies. You should note that, by agreeing to the Cancellation, you will be giving up protections afforded by the UK Takeover Code in the event that, as expected, the UK Takeover Code ceases to apply to the Company in the future.

Equality of treatment

General Principle 1 of the UK Takeover Code states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the Company if there are favourable conditions attached which are not being extended to all shareholders.

Information to shareholders

General Principle 2 requires that holders of securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on a takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company's shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 of the UK Takeover Code to obtain competent independent advice as to whether the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires that the board of the offeree company must send to the offeree company's shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views on: (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and (ii) the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

Option-holders and holders of convertible securities or subscription rights

Rule 15 of the UK Takeover Code provides that when an offer is made and the offeree company has convertible securities outstanding, the offeror must make an appropriate offer or proposal to the holders of those securities to ensure that their interests are safeguarded. Rule 15 also applies in relation to holders of options and other subscription rights. If Cancellation occurs these protections will be lost in the event that the Takeover Code ceases to apply to the Company in the future.

 

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