TIDMNEOA
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 +44 (0) 207 251 3801
Alice Neave, Associate Director +44 (0) 7827 820 629
J.P. Morgan Securities plc (Joint Global Coordinator and
Bookrunner) ("J.P. Morgan")
Alex Watkins +44 (0) 207 742 4000
James Janoskey
Will Holyoak
Merrill Lynch International (Joint Global Coordinator and
Bookrunner) ("BofA Securities")
Julian Mylchreest +44 (0) 207 995 3700
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 ("Securities Act") 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 "relevant persons"). 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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END
MSCFELLFLXLBBBK
(END) Dow Jones Newswires
March 16, 2022 04:05 ET (08:05 GMT)
New Energy One Acquisition (LSE:NEOA)
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New Energy One Acquisition (LSE:NEOA)
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