TIDMCODX
RNS Number : 4542X
Codex Acquisitions PLC
20 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, ANY TERRITORY OR
POSSESSION THEREOF OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
20 December 2023
Codex Acquisitions plc
Proposed Acquisition and Suspension of Listing
Codex Acquisitions plc (LSE: CODX) (the "Company") is pleased to
announced that, on 19 December 2023, it entered into non-binding
heads of terms ("HOTs") to acquire the entire issued share capital
of TNE - Technologies New Energy S.A. ("TNE"), a sociedade anónima
incorporated in Portugal operating in the renewable energy sector,
in consideration for an issue of new ordinary shares of nominal
value 10 pence each in the capital of the Company ("Ordinary
Shares") (the "Proposed Acquisition").
Background to the Proposed Acquisition
The Company was established as a 'special purpose acquisition
company' with the objective of undertaking one or more acquisitions
in the clean and renewable energy sector, as outlined in its
prospectus published on 4 March 2022, a copy of which can be found
on the Company's website at the following link:
https://www.codexplc.com.
About TNE
TNE is a global provider and project developer of integrated
state-of-the-art energy efficiency, energy transition and
decarbonisation solutions.
TNE owns a diversified and differentiated portfolio of renewable
projects in Portugal based on the energy flexibilisation,
Power-to-X and Biomass-to-Liquids technologies architecture that
will enable novel applications to a clean transition for the
hard-to-abate sectors such as chemical industries, mobility
applications and urban built environments. TNE mission is to
significantly accelerate developments to drive decarbonisation
efforts at scale and get a lasting and unparalleled impact on our
planet.
Further details about TNE can be found on its website at the
following link: https://tne.pt/.
The Proposed Acquisition is in line with the Company's
acquisition strategy.
Details of HOTs
The HOTs place an initial valuation on TNE of within the range
of GBP28-33 million, subject to adjustments and a floor valuation
of no less than GBP28 million.
The HOTs are non-binding save principally for provisions
relating to exclusivity and confidentiality.
Under the HOTs, it is the current intention of the parties that
the consideration for the Proposed Acquisition shall be satisfied
by the issue of new Ordinary Shares.
The HOTs include a long stop date for the entering into legally
binding definitive share purchase agreement ("SPA") of 29 March
2024 (which may be varied by mutual agreement of the parties in
writing).
Should the Proposed Acquisition complete, the Company expects to
either apply for the re-admission of its share capital as enlarged
by the Proposed Acquisition to listing on the standard segment of
the Official List maintained by the Financial Conduct Authority
("FCA") ("Standard Listing") and to trading on the main market for
listed securities of London Stock Exchange plc (the "LSE") ("Main
Market") or, alternatively, to cancel the existing Standard Listing
and admission to trading on the Main Market of its Ordinary Shares,
and to seek admission of its share capital as enlarged by the
Proposed Acquisition to trading on AIM, the market of that name
operated by the LSE.
Completion of the Proposed Acquisition is subject to various
conditions, including the completion of appropriate legal,
financial and other due diligence, entry into an SPA, and the
publication of a prospectus by the Company prepared in accordance
with the Prospectus Regulation Rules made under section 73A of the
Financial Services and Markets Act 2000 (as amended) ("FSMA") and
approved by the FCA under section 87A of FSMA or an admission
document for the purposes of the AIM Rules for Companies (as
applicable).
The Proposed Acquisition, if completed, is expected to be
accompanied by a placing of new Ordinary Shares by the Company to
raise equity capital to fund the working capital requirements of
the enlarged group, details of which will be announced in due
course.
The Proposed Acquisition, if completed, is expected to result in
the shareholders of TNE having a majority interest in the enlarged
group.
It is currently expected that should the Proposed Acquisition
proceed, an associated prospectus or admission document (as
applicable) will be published, and the Proposed Acquisition will
complete, in 2024.
The Company has engaged certain advisers, and will engage other
professionals, to rapidly progress the requisite due diligence and
the preparation of transaction documentation including the SPA and
the prospectus or admission document (as applicable).
Suspension of listing
The Proposed Acquisition, if completed, would constitute a
reverse takeover under the Listing Rules of the FCA.
As the Company is currently unable to provide full disclosure
under Listing Rule 5.6.15, it has requested from the FCA, and been
granted, a suspension of the Standard Listing in its Ordinary
Shares with from 7.30 a.m. (London time) on 20 December 2023
pending either the issue of an announcement providing further
details on the Proposed Acquisition, the publication of a
prospectus or admission document (as applicable), or an
announcement that the Proposed Acquisition is not proceeding. Any
restoration of the Standard Listing of the Ordinary Shares is
subject to the approval of the FCA.
At this stage, there can be no guarantee that the Proposed
Acquisition will complete nor as to the final terms of the Proposed
Acquisition.
If the Proposed Acquisition does not complete for any reason, it
is expected that the suspension of the Standard Listing of the
Ordinary Shares will be lifted subject to FCA approval and trading
in Ordinary Shares on the Main Market will recommence.
The Company will make further announcements in due course, as
appropriate.
Julio Perez, Non-Executive Director of the Company,
commented:
"This is a very solid opportunity to bring an asset backed,
energy transition business with a scalable and deliverable growth
plan to the public markets. The TNE business aligns perfectly with
Codex's ambition to help companies shift from fossil fuels to
renewable energy sources in an effort to reduce CO2 emissions.
We look forward to closing the transactional elements and then
supporting TNE with its plans to develop their advanced portfolio
of renewable energy projects."
Ricardo Eiras, CTO of TNE, commented:
"After more than 5 years of dedication and perseverance, TNE is
now a well-recognised company that delivers solutions to accelerate
a needed energy transition and industrial decarbonisation. With the
accomplishment from our teams in serving top tier companies from
heavy industrial sectors we are now in a watershed moment to open
the door for our plans to transform key sectors in a way that will
have a profound environmental impact.
We expect to utilise our standardised, scalable and
cost-effective approach to larger future developments to
successfully enable a low carbon economy and advance our project
development program. We will replicate our success with
cost-efficient net-zero emissions plants nationally and ultimately
around the globe.
The proposed transaction with Codex reflects our shared vision
to bring to market new renewable energy infrastructure to address
industrial decarbonisation and growing energy transition
strategies."
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of the Company is Julio
Perez, Non-Executive Director.
Enquiries:
For further information, please visit www.codexplc.com or
contact:
Codex Acquisitions plc
Julio Perez
Non-Executive Director
T: +44 (0)20 8682 0582
Email: info@codexplc.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQEAPAEAFSDFEA
(END) Dow Jones Newswires
December 20, 2023 03:18 ET (08:18 GMT)
Codex Acquisitions (LSE:CODX)
Historical Stock Chart
From Nov 2024 to Dec 2024
Codex Acquisitions (LSE:CODX)
Historical Stock Chart
From Dec 2023 to Dec 2024
