Admission to trading and total voting rights

RNS Number : 8957E

New Energy One Acquisition Corp.

16 March 2022

 

Not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States, Australia, Canada, Japan, South Africa, or any other jurisdiction where such release, publication or distribution would be unlawful.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or 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. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus"), including the risk factors set out therein, that was published by New Energy One Acquisition Corporation Plc ( "NEOA" or the "Company") on 9 March 2022 in connection with the admission ("Admission") of redeemable ordinary shares and matching warrants to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") The Prospectus is available on the Company's website at https://neoa.london , subject to certain access restrictions.

16 March 2022

New Energy One Acquisition Corporation Plc

("NEOA" or the "Company")

Admission to trading on the London Stock Exchange and total voting rights

Further to its announcement on 10 March 2022 relating to its initial public offering on the London Stock Exchange, New Energy One Acquisition Corporation Plc, a special purpose acquisition company formed for the purpose of effecting a Business Combination, today announces that 17,500,000 Ordinary Shares and 8,750,000 Public Warrants have been admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange under the ticker symbols "NEOA" and "NEOW" respectively.

Defined terms in this announcement shall have the meaning ascribed to them in the Prospectus issued by the Company in connection with its IPO unless otherwise specified.

In accordance with DTR 5.6.1, the Company's issued voting share capital consists of 17,500,000 Ordinary Shares and 4,375,000 unlisted Sponsor Shares. The Company does not hold any Ordinary Shares or Sponsor Shares held in treasury. The total number of voting rights of the Company is 21,875,000 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Ordinary Shares under the Disclosure Guidance and Transparency Rules.

For further information please contact:

Media

Finsbury Glover Hering - Communications Advisor

Adrian Rimmer, Partner  [phone]

Alice Neave, Associate Director  [phone]

J.P. Morgan Securities plc (Joint Global Coordinator and Bookrunner) ("J.P. Morgan")

Alex Watkins  [phone]

James Janoskey

Will Holyoak

Merrill Lynch International (Joint Global Coordinator and Bookrunner) ("BofA Securities")

Julian Mylchreest    [phone]

Sambacor N'Diaye

Gautier Desruelle

About New Energy One Acquisition Corporation Plc

NEOA has been formed for the purpose of effecting a business combination with targets that are positioned to participate in or benefit from the global transition towards a low carbon economy, what is called the "Energy Transition", which are headquartered in, or which have or are expected to have a substantial nexus to, Europe.

NEOA is sponsored by LiveStream LLC ("LiveStream") and Eni International B.V. ("Eni"), a wholly owned subsidiary of Eni S.p.A (each of Livestream and Eni being a "Sponsor Entity" and together, the "Sponsor Entities"). LiveStream is an investment company formed by one of NEOA's executive directors, Sanjay Mehta.

NEOA has a highly experienced executive team (the "Executive Team") who collectively have more than 20 years of proprietary fund management and principal investment experience, and more than 60 years of extensive capital markets, corporate finance and operational experience in the energy industry. NEOA's executive team is supported by a strong group of independent board and strategic advisors with broad market expertise and deep industry contacts, including with companies that are at the heart of the Energy Transition.

IMPORTANT LEGAL INFORMATION

The contents of this announcement have been prepared and are the sole responsibility of the Company.

This announcement also serves as the sizing statement related to the Offering as required by article 17(2) of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented.

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States), Australia, Canada, Japan, South Africa 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 constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan, South Africa 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 in the United States unless registered under the US Securities Act of 1933, as amended ("SecuritiesAct") pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The proposed offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan, South Africa or elsewhere.

This communication is addressed only to, and directed only at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area, by persons who are not Qualified Investors.

This communication is addressed only to, and directed only at, persons in the United Kingdom (a) who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented, and (b) (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevantpersons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

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.

Each of the Company, J.P. Morgan, BofA Securities and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to therein.

Any purchase of any securities in the proposed Offering should be made solely on the basis of information contained in the Prospectus published by the Company in connection with the admission of the Public Shares and the Public Warrants to the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. The Prospectus is also available on the Company's website at https://neoa.london , subject to certain access restrictions. The information in this announcement is subject to change. Before purchasing any securities in the Offering, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. In the event of any discrepancy between this announcement and the Prospectus, the Prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to herein. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

None of J.P. Morgan, BofA Securities or any of their affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/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 the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of J.P. Morgan, BofA Securities and any of its and any of its or its affiliates' directors, officers, employees, advisers or 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.

J.P. Morgan and BofA Securities are acting exclusively for the Company and no-one else in connection with the proposed Offering. They will not regard any other person as their respective clients in relation to the proposed Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. J.P. Morgan and BofA Securities are authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom.

In connection with the Offering, J.P. Morgan and BofA Securities and any of their affiliates may take up a portion of the Offer Shares and Offer Warrants as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Offer Shares and/or Offer Warrants and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the Offer Shares and/or Offer Warrants being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan and BofA Securities and any of its affiliates acting in such capacity. In addition, J.P. Morgan and BofA and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which J.P. Morgan and BofA Securities and any of their affiliates may from time to time acquire, hold or dispose of Offer Shares and/or Offer Warrants. None of J.P. Morgan, BofA Securities nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares and the Offer Warrants subject of the Offering have been subject to a product approval process, which has determined that: (a) the target market is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented; and (b) all channels for distribution to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment").

Any person subsequently offering, selling or recommending the Offer Shares and Offer Warrants (a "Distributor") should take into consideration the manufacturers' relevant UK Target Market Assessment; however, a Distributor subject to the UK Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Offer Shares and the Offer Warrants (by either adopting or refining the manufacturers' UK Target Market Assessment) and determining appropriate distribution channels.

Notwithstanding the UK Target Market Assessment, Distributors should note that: the price of the Offer Shares and Offer Warrants may decline and investors could lose all or part of their investment; the Offer Shares and Offer Warrants offer no guaranteed income and no capital protection; and an investment in the Offer Shares and Offer Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares and Offer Warrants.

Each Distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and Offer Warrants and determining appropriate distribution channels.

Prohibition of sales to UK, EEA and Swiss Retail Investors

The Offer Warrants and Offer Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom, EEA or in Switzerland, in or as part of the Offering. For these purposes, (A) in the United Kingdom a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") as it forms part of UK law by virtue of the EUWA; (B) in the EEA, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (C) in Switzerland, a "retail investor" means a person who is not a professional client as defined in Article 4 Paragraph 3 of the Swiss Federal Act on Financial Services (the "FinSA"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), including the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Offer Warrants and Offer Shares or otherwise making them available to retail investors in the UK, EEA or in Switzerland has been prepared and, therefore, offering or selling the Offer Warrants and Offer Shares or otherwise making them available to any retail investor in the UK, EEA or in Switzerland may be unlawful under the UK PRIIPs Regulation, the PRIIPs Regulation or the FinSA, as applicable.

 

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