TIDMNEOA TIDMNEOW
RNS Number : 2011K
New Energy One Acquisition Corp.
19 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES
LAWS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
19 December 2022
New Energy One Acquisition Corporation Plc
("NEOA" or the "Company")
Proposed Amendment and Restatement of Warrant Instrument and
Notice to Warrant Holders
The Company announces and notifies Warrant Holders that the
Company intends to enter into on or around the date of this
announcement a Deed of Amendment and Restatement in relation to the
Warrant Instrument (Public Warrants) (the "Amended and Restated
Warrant Instrument") amending and restating certain provisions of
the Warrant Instrument dated 9 March 2022 (the "Original Warrant
Instrument") relating to the Public Warrants.
A notice to Warrant Holders summarising the proposed amendments
to be made in the Amended and Restated Warrant Instrument is set
out in the Appendix to this announcement.
The Company is intending to, in accordance with the Warrant
T&Cs, enter into the Amended and Restated Warrant Instrument in
order to remove or amend certain features of the Warrants
identified as resulting in the Warrants failing the fixed-for-fixed
test under International Accounting Standard 32 and enable the
Public Warrants to be accounted for as equity in its next financial
statements. The Company is permitted to amend the Warrant T&Cs
without the consent of Warrant Holders in certain circumstances,
including where the purpose is making any amendments that are
necessary to allow for the Public Warrants and the Sponsor Warrants
to be classified as equity in the Company's financial statements,
provided that any modification or amendment would not increase the
Warrant Price or shorten the period in which a Warrant Holder can
exercise its Warrants.
The Company confirms that it also intends to enter into a Deed
of Amendment and Restatement in relation to the Warrant Instrument
(Sponsor Warrants) amending and restating the Warrant Instrument
dated 9 March 2022 relating to the Sponsor Warrants to make
equivalent changes to the Sponsor Warrants.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the prospectus published by the
Company dated 9 March 2022.
A copy of the Amended and Restated Warrant Instrument will
shortly be available on the Company's website following its
execution at:
https://www.neoa.london/media-and-investors/default.aspx .
Background
Prior to the Company's initial public offering, the Company
sought to ensure, with the support of its advisers, that the Public
Warrants and the Sponsor Warrants would be accounted for as equity.
The benefit of equity treatment of the Public Warrants and Sponsor
Warrants is that this assists in preserving the Company's
distributable reserves which are necessary for the redemption of
the Company's Ordinary Shares by avoiding exposure to fair value
movements in the value of the Warrants. As part of the Company's
preparations for its initial public offering, the Company prepared
an analysis of its financial instruments, including the Warrants,
to determine their accounting treatment. This financial instruments
memorandum concluded that the Warrants, following certain
adjustments to their terms, should be classified as equity. This
financial instruments memorandum, together with the terms and
conditions of the Public Warrants and the Sponsor Warrants (the
"Warrant T&Cs"), was considered by Grant Thornton (UK) LLP
("Grant Thornton"), as the Company's reporting accountant for the
IPO, who concurred with the conclusion that the Public Warrants and
the Sponsor Warrants should be treated as equity.
During the audit process on the Company's interim financial
results for the period from 8 November 2021 (its date of
incorporation) to 31 May 2022, Grant Thornton, in its capacity as
the Company's independent auditor, re-assessed the interpretation
of certain terms of the Warrant T&Cs and concluded that certain
features of the Warrants fail the fixed-for-fixed test under
International Accounting Standard 32 and, accordingly, the Warrants
should be accounted for as financial liabilities under IFRS, rather
than as equity.
Given the importance of preserving the Company's distributable
reserves, the Board has concluded that it is appropriate to amend
the terms of the Public Warrants and the Sponsor Warrants as
further described below. The Company has considered the
implications of the treatment of the Public Warrants and Sponsor
Warrants as financial liabilities up until the anticipated date of
the implementation of the amendments, and the Company does not
believe that there will be any material reduction in the
distributable reserves of the Company as the adverse impact on
distributable reserves will crystallise at such date and be
partially unwound. Following entry into the Amended and Restated
Warrant Instrument to give effect to the equity accounting
treatment of the Public Warrants (and the corresponding changes in
respect of the Sponsor Warrants), the Company intends to prepare
financial statements for the period from 8 November 2021 (its date
of incorporation) to 31 December 2022 and file these as "initial
accounts" with Companies House as soon as reasonably practicable
and therefore a copy will be made available on the Company's
website at:
https://www.neoa.london/media-and-investors/default.aspx.
As a result, the Company anticipates that there will be no
adverse impact to distributable reserves arising from the temporary
classification of the Public Warrants and Sponsor Warrants as
financial liabilities and no adverse impact on the Company's
ability to redeem the Ordinary Shares held by Public
Shareholders.
For further details on the amendments to the Warrant T&Cs,
please see below.
Amendment of Warrants T&Cs
Pursuant to the Warrant T&Cs and the Original Warrant
Instrument, the Company is permitted to amend the Warrant T&Cs
without the consent of Warrant Holders where the purpose is, among
other things, (i) curing any ambiguity or correcting any mistake or
(ii) making any amendments that are necessary to allow for the
Public Warrants and the Sponsor Warrants to be classified as equity
in the Company's financial statements, provided that any
modification or amendment would not increase the Warrant Price or
shorten the period in which a Warrant Holder can exercise its
Warrants.
Rationale
Accordingly, pursuant to the Amended and Restated Warrant
Instrument, the Company intends to amend the Warrant T&Cs to
remove or amend those features identified as resulting in the
Warrants failing the fixed-for-fixed test, namely:
(i) removal of the adjustment mechanism in former sub-section
4.4 relating to raising of capital in connection with a Business
Combination, where, among other things, the Company issues
additional Ordinary Shares or equity-linked securities for capital
raising purposes in connection with the closing of a Business
Combination at an issue price or effective issue price of less than
GBP9.20 per Ordinary Share (as adjusted); and
(ii) amendment of the right of the Company in section 10.(ii) to
add or change any provisions of the Warrant T&Cs without the
consent of Warrant Holders as the Company deems necessary or
desirable and not to adversely affect the rights of Warrant
Holders, to include a proviso that any such amendment does not
change or is not expected to change in the good faith determination
of the Board the classification of the Public Warrants and the
Sponsor Warrants as equity in the Company's financial statements
(to the extent the Public Warrants and the Sponsor Warrants are
classified as equity at any time).
The Board expects that, following these amendments becoming
effective, the Warrants will be classified as equity in its next
published accounts.
Furthermore, the Board intends to correct a mistake in
sub-section 3.2 relating to the duration of the exercise period for
the Warrants in a case of the liquidation of the Company in
accordance with the Articles of Association.
A summary of the proposed amendments to be made in the Amended
and Restated Warrant Instrument is set out in the Appendix to this
announcement.
Rights of Warrant Holders
The Board acknowledges that, although the removal of the
adjustment mechanism in sub-section 4.4 alters the rights of
Warrant Holders, the circumstances in which such adjustment would
become effective is considered by the Board to be remote and is
within the control of the Company as it related to the issue of
additional Ordinary Shares in connection with a Business
Combination. Therefore, the Board does not consider this to be a
material change to the Warrant T&Cs. Furthermore, section
10.(ii) was designed to protect the interests of Warrant Holders
and the amendment thereto now limits the Company's ability to
unilaterally make changes to the Warrant T&Cs under section
10.(ii) without the consent of Warrant Holders as any such change
must in the determination of the Board not result in a change in
the classification of the Warrants as equity.
The Board considers that the amendments to be made in the
Amended and Restated Warrant Instrument to give effect to equity
accounting treatment of the Public Warrants (and the corresponding
changes in respect of the Sponsor Warrants) are in the best
interests of Shareholders and Warrant Holders.
The person responsible for making this announcement on behalf of
NEOA is Sanjay Mehta, Executive Director.
Enquiries:
NEOA
Sanjay Mehta sanjay.mehta@energyone.je
FGS Global EnergyOne-LON@fgsglobal.com
+44 (0)20 7251 3801
Important Notice:
Neither this announcement nor the information contained herein,
nor its publication, constitutes an offer or solicitation by the
Company, or any other issuer or entity for the purchase or sale of
any Warrant or any security relating thereto, nor does it
constitute an offer, solicitation or publication to any person in
any jurisdiction where such solicitation or publication would be
unlawful.
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.
Appendix
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendments to be made in
the Amended and Restated Warrant Instrument.
The entire original sub-section 4.4 of the Warrant T&Cs in
the Original Warrant Instrument is as follows and will be deleted
in the Amended and Restated Warrant Instrument:
4.4 Raising of the Capital in connection with the Business
Combination. If (x) the Company issues additional Ordinary Shares
or equity-linked securities for capital raising purposes in
connection with the closing of its Business Combination at an issue
price or effective issue price of less than GBP9.20 per Ordinary
Share (as adjusted for share splits, share consolidations, share
dividends, reorganisations, recapitalisations and similar corporate
actions) (with such issue price or effective issue price to be
determined in good faith by the Board or such person or persons
granted a power of attorney by the Board and, in the case of any
such issuance to the Sponsor Entities or their affiliates, without
taking into account any Sponsor Shares held by the Sponsor Entities
or their affiliates, as applicable, prior to such issuance) (the
"Newly Issued Price"), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the Business
Combination on the date of the completion of the Business
Combination (net of redemption), and (z) the volume-weighted
average trading price of Ordinary Shares during the twenty (20)
Trading Day period starting on the Trading Day prior to the day on
which the Company consummates its Business Combination (as adjusted
for share splits, share consolidations, share dividends,
reorganisations, recapitalisations and similar corporate actions)
(such price, the "Market Value") is below GBP9.20 per Ordinary
Share, the Warrant Price will be adjusted (to the nearest penny) to
be equal to 115% of the higher of the Market Value and the Newly
Issued Price, and the GBP18.00 per Ordinary Share redemption
trigger price described in Section 6.1 will be adjusted (to the
nearest penny) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price.
The entire original section 10 of the Warrant T&Cs in the
Original Warrant Instrument is as follows:
10. Amendments
These Warrant T&Cs may be amended by the Company without the
consent of the Registered Holder and/or any beneficial holder of
such Warrants for the purpose of (i) curing any ambiguity or
correcting any mistake, including to conform the provisions of
these Warrant T&Cs to the description of the terms of the
Warrants set out in the Prospectus, or defective provision, or (ii)
adding or changing any provisions with respect to matters or
questions arising under these Warrant T&Cs as the Company may
deem necessary or desirable and that the Company deems not to
adversely affect the rights of the holders of Warrants, or (iii)
making any amendments that are necessary in the good faith
determination of the Board (taking into account then existing
market precedents) to allow for the Public Warrants and the Sponsor
Warrants to be classified as equity in the Company's financial
statements (to the extent the Public Warrants and the Sponsor
Warrants are not classified as equity at any time), provided that
this shall not allow for any modification or amendment to these
Warrant T&Cs that would increase the Warrant Price or shorten
the period in which a holder can exercise its Warrants. All other
modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period and any amendment
to the terms of only the Sponsor Warrants, shall require the vote
or written consent of the Registered Holders of at least 50% of the
then outstanding Public Warrants, provided that any amendment that
solely affects the terms of the Warrant T&Cs with respect to
the Sponsor Warrants will also require the vote or written consent
of the Registered Holders of at least 50% of the then outstanding
Sponsor Warrants. Notwithstanding the foregoing, the Company may
lower the Warrant Price set out in Section 3.1 or extend the
duration of the Exercise Period set out in Section 3.2, without the
consent of the Registered Holders.
The entire original section 10 of the Warrant T&Cs in the
Original Warrant Instrument will be deleted and replaced in the
Amended and Restated Warrant Instrument as follows:
10. Amendments
These Warrant T&Cs may be amended by the Company without the
consent of the Registered Holder and/or any beneficial holder of
such Warrants for the purpose of (i) curing any ambiguity or
correcting any mistake, including to conform the provisions of
these Warrant T&Cs to the description of the terms of the
Warrants set out in the Prospectus, or defective provision, or (ii)
adding or changing any provisions with respect to matters or
questions arising under these Warrant T&Cs as the Company may
deem necessary or desirable and that the Company deems not to
adversely affect the rights of the holders of Warrants, provided
that it does not change or is not expected to change in the good
faith determination of the Board (taking into account advice of
professional advisers) the classification of the Public Warrants
and the Sponsor Warrants as equity in the Company's financial
statements (to the extent the Public Warrants and the Sponsor
Warrants are classified as equity at any time), or (iii) making any
amendments that are necessary in the good faith determination of
the Board (taking into account then existing market precedents) to
allow for the Public Warrants and the Sponsor Warrants to be
classified as equity in the Company's financial statements (to the
extent the Public Warrants and the Sponsor Warrants are not
classified as equity at any time), provided that this shall not
allow for any modification or amendment to these Warrant T&Cs
that would increase the Warrant Price or shorten the period in
which a holder can exercise its Warrants. All other modifications
or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period and any amendment to the terms
of only the Sponsor Warrants, shall require the vote or written
consent of the Registered Holders of at least 50% of the then
outstanding Public Warrants, provided that any amendment that
solely affects the terms of the Warrant T&Cs with respect to
the Sponsor Warrants will also require the vote or written consent
of the Registered Holders of at least 50% of the then outstanding
Sponsor Warrants. Notwithstanding the foregoing, the Company may
lower the Warrant Price set out in Section 3.1 or extend the
duration of the Exercise Period set out in Section 3.2, without the
consent of the Registered Holders.
The entire original sub-section 3.2 of the Warrant T&Cs in
the Original Warrant Instrument is as follows:
3.2 Duration of Warrants. Warrants may be exercised only during
the period (the "Exercise Period") (A) commencing on the date that
is thirty (30) days after the date on which the Company completes
its Business Combination, and (B) terminating at the earliest to
occur of (x) 6:00 p.m. (London time) on the date that is five (5)
years after the date on which the Company completes its Business
Combination, (y) the liquidation of the Company in accordance with
the Articles of Association, if the Company fails to complete a
Business Combination by the Business Combination Deadline, and (z)
other than with respect to the Sponsor Warrants then held by the
Sponsor Entities or their respective Permitted Transferees with
respect to a redemption pursuant to Section 6.1 below, 6:00 p.m.
(London time) on the Redemption Date (as defined below) as provided
in Section 6.3 below (in each case, the "Expiration Date"). Except
with respect to the right to receive the Redemption Price (as
defined below) (other than with respect to a Sponsor Warrant then
held by the Sponsor Entities or their respective Permitted
Transferees in connection with a redemption pursuant to Section 6.1
below) in the event of a redemption (as set forth in Section 6
below), each Warrant (other than the Sponsor Warrants then held by
the Sponsor Entities or their respective Permitted Transferees in
the event of a redemption pursuant to Section 6.1 below) not
exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under these
Warrant T&Cs shall cease at 6:00 p.m. (London time) on the
Expiration Date.
The entire original sub-section 3.2 of the Warrant T&Cs in
the Original Warrant Instrument will be deleted and replaced in the
Amended and Restated Warrant Instrument as follows:
3.2 Duration of Warrants. Warrants may be exercised only during
the period (the "Exercise Period") (A) commencing on the date that
is thirty (30) days after the date on which the Company completes
its Business Combination, and (B) terminating at the earliest to
occur of (x) 6:00 p.m. (London time) on the date that is five (5)
years after the date on which the Company completes its Business
Combination, (y) the liquidation of the Company in accordance with
the Articles of Association[, if the Company fails to complete a
Business Combination by the Business Combination Deadline] [wording
in square brackets deleted], and (z) other than with respect to the
Sponsor Warrants then held by the Sponsor Entities or their
respective Permitted Transferees with respect to a redemption
pursuant to Section 6.1 below, 6:00 p.m. (London time) on the
Redemption Date (as defined below) as provided in Section 6.3 below
(in each case, the "Expiration Date"). Except with respect to the
right to receive the Redemption Price (as defined below) (other
than with respect to a Sponsor Warrant then held by the Sponsor
Entities or their respective Permitted Transferees in connection
with a redemption pursuant to Section 6.1 below) in the event of a
redemption (as set forth in Section 6 below), each Warrant (other
than the Sponsor Warrants then held by the Sponsor Entities or
their respective Permitted Transferees in the event of a redemption
pursuant to Section 6.1 below) not exercised on or before the
Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under these Warrant T&Cs shall
cease at 6:00 p.m. (London time) on the Expiration Date.
The following definitions in the Warrant T&Cs in the
Original Warrant Instrument, which are used only in sub-section
4.4, will be deleted in the Amended and Restated Warrant
Instrument:
"Market Value"
"Newly Issued Price"
The reference to sub-section 4.4 in sub-section 4.6 will be
deleted in the Amended and Restated Warrant Instrument.
Should any Noteholder have any queries in relation to the
contents of this announcement, such Noteholder should contact the
Company using the following contact details: Sanjay Mehta
(sanjay.mehta@energyone.je).
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