TIDMNZI
RNS Number : 1574A
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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(R), 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(R)
looks promising."
Enquiries:
For further information, please visit - www.nziplc.com
Contact Details
Net Zero Infrastructure plc
Mike Ellwood - Non-Executive Chairman +44 (0) 799 932 9382
Strand Hanson (Corporate Adviser)
Rory Murphy / Abigail Wennington +44 (0) 20 7409 3494
Axis Capital Markets Limited (Company
Broker)
Richard Hutchison +44 (0) 203 026 0320
IFC Advisory (Financial PR)
Graham Herring
Tim Metcalfe +44 (0) 203 934 6630
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.
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END
ACQUWOKRSUUAARR
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