Potential Acquisition

Net Zero Infrastructure PLC

18 January 2024

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014, WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

Net Zero Infrastructure Plc

("NZI" or the "Company")

Potential Acquisition

NZI is  pleased to announce that it has signed a non-binding letter of intent ("LOI") with QuiaPEG Pharmaceuticals Holding AD (publ) ("QuiaPEG" or the "Potential Target"), pursuant to which NZI will be granted a licence to the IP of QuiaPEG for a period of 12 months (the "Licence") with an option to purchase the IP from the Potential Target at the end of the 12 month period (the "Option") (the "Acquisition"), which would constitute a reverse takeover under the UK Financial Conduct Authority ("FCA")'s Listing Rules.

QuiaPeg is a drug development company based on a patented drug delivery platform, Uni-Qleaver®, and the company develops improved and patentable forms of drugs under development or already approved by regulatory authorities. QuiaPEG's shares are admitted on trading on Nasdaq First North Growth Market.

The Letter of Intent

The LOI is non-binding save for, inter alia,due diligence to be completed by 16 February 2024, the costs in relation to the Acquisition are to be borne solely by QuiaPEG, exclusivity restrictions that cover QuiaPEG engaging in discussions or agreements with third parties on alternative transactions, and other customary terms of an agreement of this nature, such as confidentiality and governing law.

The Acquisition, if it proceeds, will constitute a reverse takeover under the FCA's Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer. Accordingly, the Company remains suspended on the Standard Segment of the Official List and from trading on the Main Market of the London Stock Exchange, pending publication of a prospectus and the application by the Company to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the Main Market.

The Acquisition is subject, inter alia, to the completion of due diligence, documentation, shareholder approval and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code. The Company will update shareholders as to progress made in relation to the Acquisition as and when appropriate. As no binding agreement on mutually acceptable terms has yet been reached between the parties, the Company cannot guarantee nor provide any certainty that the Acquisition will be completed. If the Acquisition does not complete for any reason, it is expected that the suspension of the Company's listing will be lifted subject to FCA approval and trading in the NZI shares will recommence.

The UK MAR offers, by way of exception to the immediate disclosure of inside information, the possibility on a case-by-case basis to delay such disclosure under certain conditions. In accordance with article 17(4) of UK MAR, any issuer may thus delay, under its own responsibility, the public disclosure of inside information so as not to prejudice its legitimate interests provided that such omission is not likely to mislead the public and the issuer is able to ensure the confidentiality of the information. The Company relied on article 17(4) of UK MAR and delayed the release of information in respect of the signing of the LOI. In the opinion of the board of directors of the Company, the delay of the publication of information on the decision to commence negotiations on the Proposed Transaction was in the Company's legitimate interest as its disclosure was likely to affect the outcome of those negotiations or their normal pattern. The decision to commence negotiations only showed the intention and the final success of those negotiations depended on many factors. In the opinion of the board of directors of the Company, the delay was not likely to mislead the public and they could ensure the confidentiality of the information.

The Company will update shareholders as the matter progresses and will also be issuing its interim results before the end of January 2024.

NZI's Chairman, Mike Elwood said: "QuiaPEG is an exciting drug development company with a very strong management team. We have known the team for some time and believe that this will be a perfect fit for our business. Whilst we have moved from our original renewable focus due to market conditions, the Board believes that this drug development opportunity is considerable and the transaction is in the best interest of shareholders."

Per Thoresen, Chairman of QuiaPEG, added: "We are looking forward this opportunity with NZI and listing the business on the LSE. The prospect of successfully developing our existing pipeline and advancing our patented drug delivery platform, Uni-Qleaver® looks promising."

Enquiries:

For further information, please visit - www.nziplc.com

Contact Details

Net Zero Infrastructure plc Mike Ellwood - Non-Executive Chairman	[phone]
Strand Hanson (Corporate Adviser) Rory Murphy / Abigail Wennington	[phone]
Axis Capital Markets Limited (Company Broker) Richard Hutchison	[phone]
IFC Advisory (Financial PR) Graham Herring Tim Metcalfe	[phone]

The Directors of Net Zero Infrastructure Plc accept responsibility for this announcement.

FORWARD-LOOKING STATEMENTS

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.

 

END