TIDMNEOA TIDMNEOW
RNS Number : 6361A
New Energy One Acquisition Corp.
25 May 2023
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.
25 May 2023
New Energy One Acquisition Corporation Plc
Proposed Extension of the Business Combination Deadline
Proposed Amendment to the Articles of Association
Publication of Notice of Extraordinary General Meeting in
connection with the extension of Business Combination Deadline
New Energy One Acquisition Corporation Plc ("NEOA" or the
"Company"), a special purpose acquisition company, announces today
that it is seeking shareholder approval to extend the deadline by
which it may seek a Business Combination to 15 March 2024.
Introduction
NEOA was formed with the objective of offering a differentiated
opportunity to invest in leaders in the Energy Transition sector,
with a specific focus on the decarbonisation of fossil fuels.
NEOA's management has been focused on pursuing a Business
Combination with a target company or business that is positioned to
participate in or benefit from the global transition towards a low
carbon economy. Within the Energy Transition sector and among the
opportunities that NEOA has reviewed and continues to review, NEOA
considers the carbon, capture, utilisation and storage ("CCUS")
business most compelling.
NEOA has engaged with a select number of opportunities about a
potential Business Combination in the Energy Transition sector and,
in particular, across the CCUS value chain. NEOA's ambition is to
create:
-- amongst the first pure-play publicly listed CCUS companies; and
-- a business operating across the CCUS value chain,
incorporating carbon management, capture, utilisation,
transportation and storage.
NEOA has signed a non-binding letter of intent in respect of one
such CCUS opportunity.
Negotiations in relation to that potential Business Combination
are at a preliminary stage and, while there is no certainty that
any transaction can be completed, NEOA remains confident that with
the benefit of this extension it would be able to complete this or
another Business Combination.
NEOA has retained M&A advisers and legal counsel to assist
with a potential Business Combination.
The proposed extension will require an amendment to the articles
of association of the Company (the "Articles of Association") which
currently require the Company to complete a Business Combination by
no later than the date falling fifteen months after the settlement
date of the Company's initial public offering (the "IPO"), being 16
June 2023.
Extension of Business Combination Deadline
In order to allow the Company additional time to complete a
Business Combination, the Company is seeking an extension of the
business combination deadline from 16 June 2023 (the "Initial
Business Combination Deadline") to 15 March 2024 (the "Business
Combination Extension").
At the time of the of the Company's IPO an extension was not
provided for. However, to allow the Company sufficient time to
agree and consummate a Business Combination, the Board now
considers that an extension to the Initial Business Combination
Deadline is in the best interests of the Company.
The Articles of Association do not provide for an extension to
the Initial Business Combination Deadline. Accordingly, the Company
is convening an extraordinary general meeting to be held at 10.00
a.m. on 14 June 2023 to consider, and if thought fit, approve the
Business Combination Extension by way of an amendment to the
Articles of Association. Shareholders are not being asked to
approve any Business Combination at the General Meeting.
The Company remains confident on the prospect of successfully
consummating a Business Combination with the benefit of the
Business Combination Extension by the revised Business Combination
Deadline of 15 March 2024.
Availability of Redemption Rights
Pursuant to the Articles of Association, in the event that any
amendment is made to the Articles of Association: (A) to modify the
substance or timing of the Company's obligation to allow and effect
redemption of Ordinary Shares held by Public Shareholders in
connection with a Business Combination or to redeem 100% of the
Ordinary Shares held by Public Shareholders if the Company does not
consummate a Business Combination by the Business Combination
Deadline; or (B) with respect to any other provision relating to
Shareholders' rights or pre-Business Combination activity (each, an
"Amendment"), the Company shall provide the Public Shareholders
with the opportunity to redeem their Ordinary Shares upon the
approval of such Amendment.
The Business Combination Extension is therefore conditional upon
Shareholder approval of the resolutions to: (i) disapply the
operation of Article 25 of the Articles of Association in
connection with the Amendment and the Business Combination
Extension; and (ii) approve the Amendment of the Articles of
Association to effect the Business Combination Extension, being
obtained at the General Meeting (the "Extension Resolutions"). The
disapplication of Article 25 of the Articles of Association in
connection with the extension of the Business Combination Deadline
is a procedural mechanism to provide sufficient time for the
Company to satisfy redemption rights in connection with the
Business Combination Extension while enabling the Amendment to
become effective prior to the expiry of the Initial Business
Combination Deadline.
Each of the Sponsor Entities has undertaken in respect of the
Shares they hold to vote in favour of the Extension
Resolutions.
The Amendment to effect the Business Combination Extension means
that the Company will provide the Public Shareholders with the
opportunity to redeem their Ordinary Shares, conditional upon the
approval of such Amendment, in order to realise the investment they
made at the time of the Offering if a Business Combination was not
completed by the Initial Business Combination Deadline.
The right of redemption in connection with the Amendment to
effect the Business Combination Extension is in addition to the
opportunity for Public Shareholders to redeem their Ordinary Shares
in connection with a Business Combination if one is consummated or,
if the Company has not completed a Business Combination by the
Business Combination Deadline, in a Pre-Winding Up Redemption
(subject to the Company having sufficient distributable reserves in
order to fund such redemption in accordance with applicable law and
sufficient cash proceeds in the Escrow Account).
This right of redemption in connection with the Business
Combination Extension will apply whether or not a Public
Shareholder votes in favour of the Extension Resolutions to approve
the Business Combination Extension at the General Meeting. The
amount in the Escrow Account for redemption of each Ordinary Share
in connection with the Business Combination Extension is
anticipated to be GBP10.325 (comprising GBP10.00 per Offer Share
representing the amount subscribed for by Public Shareholders in
the Offering, together with such Ordinary Shareholders' pro rata
entitlement to the Escrow Account Overfunding, expected to be
GBP0.325 per Offer Share). Furthermore, the amount in the Escrow
Account for redemption of each Ordinary Share in connection with
the Business Combination Extension is anticipated to be the same
for redemption of each Ordinary Share in connection with a Business
Combination or in a Pre-Winding Up Redemption, subject to
sufficient distributable reserves and/or cash proceeds in the
Escrow Account to redeem the Ordinary Shares held by Public
Shareholders at such time. Any interest that accrues on the amount
deposited in the Escrow Account, after deductions for any
corporation tax charge thereon, will be set off against the amount
initially contributed by the Sponsor Entities in respect of the
Escrow Account Overfunding.
The redemption of Ordinary Shares held by a Public Shareholder
does not trigger the repurchase or redemption of Public Warrants
held by such Public Shareholder (if any). Accordingly, Public
Shareholders whose Ordinary Shares are redeemed by the Company will
retain all rights to any Public Warrants that they may hold at the
time of such redemption.
Pursuant to the terms of the Insider Letter, the Sponsor
Entities have agreed to waive any redemption rights they may have
with respect to their Ordinary Shares in connection with the
Business Combination Extension.
Expected Timetable of Events*
Event Date and time
---------------------------------------------------------------------------------------- ----------------------------
2023
Posting of the Circular and Forms of Proxy.................................. 25 May
Redemption election through CREST available.............................. 25 May
Latest time and date for receipt of Forms 10.00 a.m. on 12
of Proxy ....................... June
Latest time and date for receipt of redemption
requests in respect of Ordinary Shares
...................................................................... 1.00 p.m. on 12 June
Voting record date for the General Meeting................................... 6.30 p.m. on 12 June
General 10.00 a.m. on 14
Meeting.......................................................................... June
Announcement of the result of the General
Meeting....................... 14 June
Redemption of Ordinary Shares and settlement
of redemption monies through CREST or despatch
of cheques in respect of redemption 21 June (or as soon
monies...................................................................... as practicable thereafter)
*All references to time in this announcement are to London
time.
Exercise of Redemption Rights
Public Shareholders who are registered in the register of
members of the Company are entitled to have their Ordinary Shares
redeemed in connection with the Business Combination Extension if
they submit a valid redemption election by no later than 1.00 p.m.
on 12 June 2023 (the "Redemption Election Time"), being the date
two Trading Days prior to the date of the General Meeting.
Redemption elections are available from the date of the Circular
for Public Shareholders.
If Public Shareholders wish to redeem all or a portion of their
Ordinary Shares in connection with the Business Combination
Extension, they are required to submit their redemption election
electronically through CREST or complete and return a Redemption
Election Notice so as to be received by Link Market Services
Limited (the "Receiving Agent") by post at Link Market Services
Limited, Corporate Actions, 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom, in each case by
no later than the Redemption Election Time.
Redemption requests for Ordinary Shares held in certificated or
uncertificated form shall not be valid (unless the Company agrees
otherwise) unless they are received by the Receiving Agent by the
Redemption Election Time.
If a Public Shareholder does not wish to redeem any of its
Ordinary Shares in connection with the Business Combination
Extension, it does not need to submit a redemption election or take
any other action.
Extraordinary General Meeting
The Business Combination Extension is conditional upon
Shareholder approval of the Extension Resolutions being obtained at
the General Meeting. Accordingly, the Directors are seeking
approval of the Extension Resolutions as Special Resolutions to:
(i) disapply the operation of Article 25 of the Articles of
Association in connection with the Business Combination Extension
pursuant to resolution 1; and (ii) conditional on the approval of
resolution 1, authorise the Business Combination Extension by way
of an Amendment to the Articles of Association and reinstate the
application of Article 25 of the Articles of Association pursuant
to resolution 2.
If the Company is able to agree the terms of a Business
Combination and enter into definitive binding agreements in respect
of such transaction, the Company will in due course publish an
FCA-approved prospectus and circular which will include a notice to
convene an extraordinary general meeting to approve such Business
Combination (among other related matters).
The General Meeting will be held at 10.00 a.m. on 14 June 2023
at the offices of Lazard & Co. Ltd, 50 Stratton Street, London
W1J 8LL, at which the Extension Resolutions will be proposed.
Copies of the notice of General Meeting and Forms of Proxy are
enclosed with the Circular and are available to download from the
Company's website https://neoa.london.
Consequences of not approving the Business Combination
Extension
In the event that the Extension Resolutions are not approved,
the Company will:
-- not be able to complete a Business Combination by the Initial
Business Combination Deadline;
-- not give effect to any requests for redemption of Ordinary
Shares that have been submitted in connection with the Business
Combination Extension;
-- cease all operations except for the purposes of winding up;
-- as promptly as reasonably possible but not more than ten
Trading Days thereafter, in the "Pre-Winding Up Redemption", first,
redeem the Ordinary Shares held by Public Shareholders who elect,
or, in the case of a Pre-Winding Up Redemption, who are
automatically deemed to have elected, to tender their Ordinary
Shares for redemption in accordance with the Articles of
Association ("Redeeming Shareholders") at a price per Ordinary
Share equal to: (a) the gross proceeds of the issue of (i) the
Offer Shares plus (ii) the Overfunding Shares, divided by (b) the
number of Offer Shares (the "Redemption Amount"), payable in cash,
save that where the Company has insufficient distributable reserves
and/or cash proceeds in the Escrow Account to redeem the Ordinary
Shares held by Public Shareholders at a price per Ordinary Share
equal to the Redemption Amount, redeem only such number of Ordinary
Shares held by Public Shareholders as can be redeemed at a price
per Ordinary Share equal to the Redemption Amount and such Ordinary
Shares shall be redeemed among the Public Shareholders pro rata to
the number of Ordinary Shares held by them; and, second,
conditional on the payment in full of the Redemption Amount in
respect of each Ordinary Share held by Public Shareholders, redeem
the Ordinary Shares held by Excluded Persons at a price per
Ordinary Share equal to the subscription price payable in cash,
save that: (i) no amount shall be paid to an Excluded Person in
respect of such number of Ordinary Shares as is equal to the number
of Overfunding Shares to the extent the proceeds from the
subscription of such Ordinary Shares have been actually applied
towards the payment of the Redemption Amount to Redeeming
Shareholders (and accordingly none of such Ordinary Shares shall be
redeemed); and (ii) where the Company has insufficient
distributable reserves and/or cash proceeds in the Escrow Account
to redeem the aggregate number of Ordinary Shares held by Excluded
Persons at a price per Ordinary Share equal to the subscription
price, only such number of Ordinary Shares shall be redeemed as can
be redeemed at a price per Ordinary Share equal to the subscription
price and such Ordinary Shares shall be redeemed among Excluded
Persons pro rata to the number of Ordinary Shares held by them
which redemption will extinguish, in each case, such Ordinary
Shareholders' rights in respect of such Ordinary Shares so redeemed
(including the right to receive any distributions in a
liquidation); and
-- as promptly as reasonably possible following such Pre-Winding
Up Redemption, subject to the approval of the remaining
Shareholders and the Directors, initiate a members' voluntary
liquidation and, subject to the Company's obligations under English
law to have regard to the interests of creditors and the
requirements of other applicable law, following the conclusion of
that members' voluntary liquidation, be dissolved.
Amendment of Warrant Instruments
Subject to approval of the Business Combination Extension by way
of approval of the Extension Resolutions at the General Meeting,
following the General Meeting the Company intends to amend the
Warrant Instruments to align the definition of "Business
Combination Deadline" in the Warrant Terms & Conditions with
the definition in the Articles of Association after giving effect
to the Amendment. The Company intends to replace the existing
definition of "Business Combination Deadline" in the Warrant Terms
& Conditions with the words "has the meaning ascribed to in the
Articles of Association".
Pursuant to Section 10(ii) of the Warrant Terms &
Conditions, the Company is permitted to change any provision of the
Warrant Terms & Conditions, without the consent of holders of
Warrants, with respect to, among other things, matters or questions
arising under the Warrant Terms & Conditions as the Company may
deem necessary or desirable and 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). The Company does
not expect the proposed change to the Warrant Terms &
Conditions to change the classification of the Public Warrants and
the Sponsor Warrants as equity in the Company's financial
statements or to adversely affect the rights of the holders of
Warrants.
A notice to Warrant Holders setting out the amendments to the
Warrant Instruments will be published following announcement of the
results of the General Meeting and amendment of the Warrant
Instruments.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Appendix.
Enquiries:
NEOA
Sanjay Mehta sanjay.mehta@energyone.je
FGS Global EnergyOne-LON@fgsglobal.com
+44 (0)20 7251 3801
The information contained in this announcement in relation to
the Business Combination Extension is deemed by NEOA to constitute
inside information for the purposes of Article 7 of the UK Market
Abuse Regulation. By publication of this announcement via a
Regulatory Information Service, this inside information is now
considered to be in the public domain. The person responsible for
arranging the release of this announcement on behalf of NEOA is
Sanjay Mehta, Executive Director.
The LEI of NEOA is 213800NRR4DCRPRUZ804.
Disclaimer:
These materials may not be published, distributed or transmitted
in the United States, Canada, Australia or Japan. These materials
do not constitute an offer for securities for sale or a
solicitation of an offer to purchase securities of NEOA (the
"Securities") in the United States, Australia, Canada or Japan or
any other jurisdiction in which such offer or solicitation is
unlawful. These Securities may not be offered or sold in the United
States absent registration or an exemption from registration under
the U.S. Securities Act of 1993, as amended (the "Securities Act").
There will be no public offering of the Securities in the United
States. The Securities have not been, and will not be, registered
under the Securities Act. The Securities referred to herein may not
be offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada or Japan, subject to certain exceptions.
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 does not constitute a prospectus. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
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.
The Company expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statements
to reflect any change in its expectation with regard thereto or any
changes in events, conditions or circumstances on which any
forward-looking statements are based. No representation or warranty
is made that any of these forward-looking statements or forecasts
will come to pass or that any forecast result will be achieved.
Undue influence should not be given to, and no reliance should be
placed on, any forward-looking statement.
Appendix
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Amendment" any proposed amendment to the Articles
of Association (A) to modify the substance
or timing of the Company's obligation
(i) to allow and effect redemption of
Ordinary Shares held by Public Shareholders
in connection with a Business Combination
or (ii) to redeem 100% of the Ordinary
Shares held by Public Shareholders if
the Company does not complete a Business
Combination by the Business Combination
Deadline or (B) with respect to any other
provision relating to Shareholders' rights
or pre-Business Combination activity;
"Articles of Association" the memorandum and articles of association
of the Company, as at the date of this
announcement;
"Board" the board of Directors of the Company;
"Business Combination" a merger, share exchange, asset acquisition,
share purchase, reorganisation or similar
business combination involving the Company
either with a single company or business
or simultaneously with more than one
company or business;
"Business Combination the date of completion of a Business
Completion Date" Combination;
"Business Combination the deadline by which the Company must
Deadline" complete a Business Combination;
"Business Combination the extension of the Initial Business
Extension" Combination Deadline to 15 March 2024;
"Circular" the document published by the Company
in connection with the Business Combination
Extension containing the notice of General
Meeting;
"Company" or "NEOA" New Energy One Acquisition Corporation
Plc, a public limited company incorporated
in England and Wales;
"Companies Act" the Companies Act 2006 and any statutory
modification or re-enactment thereof
for the time being in force;
"CCUS" carbon, capture, utilisation and storage;
"CREST" the UK-based system for the paperless
settlement of trades in listed securities,
of which Euroclear UK & International
Limited is the operator;
"Directors" the directors of the Company;
"Energy Transition" the global transition towards a low carbon
economy;
"Escrow Account" the escrow account opened by the Company
with the Escrow Agent;
"Escrow Agent" HSBC Bank plc;
"Escrow Account Overfunding" the gross proceeds from the subscription
at the Offer Price by the Sponsor Entities
of the Overfunding Shares, representing
3.25% of the gross proceeds of the Offering,
less the net amount of any accrued interest
on the total aggregate amount held in
the Escrow Account between the Settlement
Date and the earlier of the Business
Combination Completion Date and the Business
Combination Deadline, which will be used
to provide additional cash funding for
the redemption of Ordinary Shares by
Public Shareholders on a pro rata basis;
"Excluded Persons" means the Sponsor Entities, the Directors,
the Strategic Advisers, any founding
shareholder of the Company and such other
persons as are prevented from voting
on a resolution to approve a Business
Combination by the Listing Rules from
time to time;
"Extension Resolutions" the resolutions of the Company to be
passed at the General Meeting to: (i)
disapply the operation of Article 25
of the Articles of Association in connection
with the Amendment and the Business Combination
Extension; and (ii) approve the Amendment
of the Articles of Association to effect
the Business Combination Extension;
"FCA" the UK Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the Circular
in respect of the General Meeting;
" General Meeting the general meeting of the Company to
" approve the Business Combination Extension;
" Initial Business the date that is 15 months from the date
Combination Deadline on which settlement of the Offering occurred;
"
" Insider Letter " the letter agreement entered into by
the Sponsor Entities and the Directors
with the Company dated 9 March 2022;
" IPO " the initial public offering of the Company
which completed on 16 March 2022;
" IPO Prospectus " the prospectus dated 9 March 2022 published
by the Company;
"Listing Rules" the listing rules made by the FCA under
section 73A of the FSMA, as amended from
time to time;
"Offer Shares" 15,654,604 Ordinary Shares offered by
the Company at the Offer Price in the
Offering;
"Offer Price" price per Ordinary Share of GBP10.00
in the Offering and Subscription;
"Offering" the initial offering of 15,654,604 Offer
Shares at a price per Ordinary Share
of GBP10.00 to certain institutional
investors which closed on 16 March 2022;
" Ordinary Shareholders holders of Ordinary Shares;
"
" Ordinary Shares redeemable (until completion of a Business
" Combination) ordinary shares in the capital
of the Company with a par value of GBP0.001;
" Overfunding Shares the subscription of 508,775 Ordinary
" Shares by the Sponsor Entities, which
will be used to provide additional cash
funding for the redemption of Ordinary
Shares by Public Shareholders on a pro
rata basis;
"Pre-Winding Up Redemption" a redemption of the Ordinary Shares if
(i) the Company fails to complete a Business
Combination prior to the Business Combination
Deadline or (ii) before the expiry of
the Business Combination Deadline, the
Directors decide it is in the best interests
of the Company to not pursue a Business
Combination;
"Promote Schedule" the terms and performance-related conditions
of the Sponsor Shares as described in
the Articles of Association and the IPO
Prospectus;
"Public Shareholder" a person (other than an Excluded Person)
who holds Ordinary Shares;
"Public Warrants" the warrants of the Company issued to
subscribers of Offer Shares in the Offering
and subscribers of Subscription Shares
in the Subscription on 16 March 2022
on the basis of one warrant of the Company
for every two Offer Shares;
"Receiving Agent" Link Market Services Limited;
"Redeeming Shareholder" a Public Shareholder who elects, or,
in the case of a Pre-Winding Up Redemption,
who is automatically deemed to have elected,
to tender its Ordinary Shares for redemption
in accordance with the Articles of Association;
"Redemption Election a redemption election notice for Public
Notice" Shareholders who hold their Ordinary
Shares in certificated form to exercise
redemption rights in connection with
the Business Combination Extension;
"Redemption Election 1.00 p.m. on 12 June 2023, being the
Time" date two Trading Days prior to the date
of the General Meeting;
"Securities Act" U.S. Securities Act of 1993, as amended;
"Shareholder" a holder of Shares in the Company;
"Settlement Date" 16 March 2022;
"Shares" the shares in the Company outstanding
from time to time and including the Ordinary
Shares and the Sponsor Shares;
"Special Resolution" a resolution of the Company passed by
a majority of not less than 75% in accordance
with section 283 of the Companies Act;
"Sponsor Entities" LiveStream LLC and Eni International
B.V.;
"Sponsor Shares" the ordinary shares issued to the Sponsor
Entities of par value of GBP0.001 each,
which convert to Ordinary Shares in accordance
with the Promote Schedule;
"Sponsor Warrants" the warrants issued to the Sponsor Entities
in a private placement which closed simultaneously
with the closing of the Offering;
"Strategic Advisers" Sir Peter Gershon, Amber Rudd and Randy
Chen;
"Subscription" the subscription for the Subscription
Shares by the Sponsor Entities in a private
placement which closed simultaneously
with the closing of the Offering;
"Subscription Shares" 1,845,396 Ordinary Shares subscribed
by the Sponsor Entities in the Subscription;
"Trading Day" a day on which the London Stock Exchange
is open for trading;
"Warrant Instruments" the instruments constituting the Public
Warrants and the Sponsor Warrants, respectively,
entered into by the Company on 9 March
2022 as amended and restated on 19 December
2022;
"Warrant Terms & Conditions" the terms and conditions in respect of
the Public Warrants and the Sponsor Warrants;
"Warrants" the Public Warrants and the Sponsor Warrants;
and
"Warrant Holders" a holder of the Warrant Instruments.
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STRGUGDUUXDDGXU
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