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.
14 June 2023
New Energy One Acquisition Corporation Plc
Results of General Meeting for the extension of the Business Combination Deadline and redemption election
Amendment and Restatement of Warrant Instrument and Notice to Warrant Holders
New Energy One Acquisition Corporation Plc ("NEOA" or the "Company"), a special purpose acquisition company, is pleased to announce that the Extension Resolutions put to Shareholders at the General Meeting of the Company held today were duly passed resulting in an extension of the Business Combination Deadline to 15 March 2024. The Company also announces the results of redemption elections in connection with the Business Combination Extension.
The results of the voting on the Extension Resolutions at the General Meeting are set out below and full details of the Extension Resolutions are set out in the notice of General Meeting at the end of the Circular. The results of the redemption election in connection with the Business Combination Extension and next steps are also set out below.
The Company also announces that, following approval of the Extension Resolutions at the General Meeting, it has entered into a Deed of Amendment and Restatement dated 14 June 2023 in relation to the Warrant Instrument (Public Warrants) (the "Amended and Restated Warrant Instrument") amending and restating the Warrant Instrument dated 9 March 2022 as amended on 19 December 2022 relating to the Public Warrants, as indicated in the Company's announcement on 25 May 2023. A notice to Warrant Holders summarising the amendment made in the Amended and Restated Warrant Instrument is set out in Appendix 1 to this announcement.
Results of voting on the Extension Resolutions at the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Shareholder present (including in person or by proxy) was entitled to exercise one vote per Share held and the voting on the Extension Resolutions was taken on a poll and the results were as follows:
| Special Resolution | Votes For* | Votes Against* | Total Votes | Votes Withheld** | ||
| Number | %*** | Number | %*** | Number | Number | |
| 1. To approve the disapplication of Article 25 in connection with the extension of the Business Combination Deadline | 15,341,429 | 99.83% | 26,789 | 0.17% | 15,368,218 | - |
| 2. To approve certain amendments to the Articles of Association to extend the Business Combination Deadline to 15 March 2024 and reinstate the application of Article 25 | 15,341,429 | 99.83% | 26,789 | 0.17% | 15,368,218 | - |
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the relevant Extension Resolution
*** Rounded to two decimal places
The total number of Shares carrying voting rights in issue at the Voting Record Time was 21,875,000, comprising 17,500,000 Ordinary Shares and 4,375,000 Sponsor Shares, none of which was held in treasury. Each Ordinary Share and each Sponsor Share entitled its holder to one vote on each of the Extension Resolutions so the total number of voting rights in the Company at the Voting Record Time was 21,875,000.
A copy of the Articles of Association reflecting the amendments approved by Shareholders at the General Meeting will shortly be available on the Company's website at: https://www.neoa.london/media-and-investors/default.aspx.
Results of redemption elections in connection with the Business Combination Extension
The table below sets out the results of the redemption elections in connection with the Business Combination Extension. Redemption elections could be made for all or a portion of the Ordinary Shares held by Public Shareholders and the results were as follows:
| Number of Ordinary Shares redeemed* | Number of Ordinary Shares not redeemed* |
| 15,654,386 | 218 |
* Excludes the Ordinary Shares held by the Sponsor Entities
The total number of Ordinary Shares eligible for redemption in connection with the Business Combination Extension was 15,654,604, none of which was held in treasury. LiveStream LLC and Eni International B.V. hold 95,396 Ordinary Shares and 1,750,000 Ordinary Shares, respectively, which were not eligible for redemption.
For Public Shareholders who elected to redeem all or a portion of their Ordinary Shares, the redemption amount per Ordinary Share, payable in cash, will be £10.325 per Ordinary Share (comprising £10.00 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 of £0.325 per Offer Share).
At the redemption amount of £10.325 per Ordinary Share, the aggregate redemption amount for Ordinary Shares validly tendered for redemption in connection with the Business Combination Extension will be £161,631,535.45. Following such redemptions, the balance of approximately £18.6 million will remain in the Escrow Account.
Next steps for redemption of Ordinary Shares
Public Shareholders who validly tendered for redemption all or a portion of their Ordinary Shares on or before the Redemption Election Time shall, following approval of the Amendment to the Articles of Association at the General Meeting today, have such Ordinary Shares redeemed and payment in respect of the redemption of such Public Shares will be made by the Receiving Agent on 21 June 2023 or as soon as practicable thereafter (expected to be no later than 28 June 2023).
Public Shareholders who elected to redeem a portion of, or who did not elect to redeem any of, their Ordinary Shares in connection with the Amendment to effect the Business Combination Extension will retain the right to redeem their remaining Ordinary Shares in accordance with the Articles of Association upon completion of a Business Combination if one is consummated, or upon a further Amendment to the Articles of Association or, if the Company has not completed a Business Combination by the new Business Combination Deadline of 15 March 2024, in a Pre-Winding Up Redemption.
As explained in the Company's announcement on 25 May 2023, the redemption of Ordinary Shares held by a Public Shareholder does not trigger the repurchase or redemption of the Public Warrants held by such Public Shareholder (if any). Accordingly, Public Shareholders whose Ordinary Shares are redeemed by the Company will retain all rights in respect of any Public Warrants that they may hold at the time of such redemption.
Amendment and restatement of Warrant Instrument
The Company has entered into a Deed of Amendment and Restatement to give effect to the Amended and Restated Warrant Instrument (Public Warrants), as indicated in the Company's announcement on 25 May 2023. The purpose of entering into the Amended and Restated Warrant Instrument (Public Warrants) was to align the definition of "Business Combination Deadline" in the Warrant Terms & Conditions with the definition in the Articles of Association following approval of the Extension Resolutions and the amendments to the Articles of Association becoming effective.
A notice to Warrant Holders summarising the amendment made in the Amended and Restated Warrant Instrument is set out in Appendix 1 to this announcement.
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.
The Company confirms that it has also entered 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 as amended on 19 December 2022 relating to the Sponsor Warrants to make an equivalent change to the Sponsor Warrants.
A copy of the Amended and Restated Warrant Instrument will shortly be available on the Company's website at: https://www.neoa.london/media-and-investors/default.aspx.
Capitalised terms used but not defined in this announcement have the meanings given to them in Appendix 2.
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 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:
This announcement may not be published, distributed or transmitted in the United States, Australia, Canada or Japan, or in any other jurisdiction in which the publication, distribution or release would be restricted or prohibited. These materials do not constitute an offer for securities for sale or a solicitation of an offer to purchase securities of the Company (the "Securities") in the United States, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement into jurisdictions may be restricted by law, and, therefore, persons into whose possession these materials come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
The Securities have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended (the "Securities Act"), and may not be offered or sold in the United States or the securities laws of any state or other jurisdiction of the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the Securities in the United States. 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 Securities 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 1
Notice to Warrant Holders
The Amended and Restated Warrant Instrument
This notice provides a summary of the amendment made in the Amended and Restated Warrant Instrument.
The definition of "Business Combination Deadline" in section 1 of the Original Warrant Instrument is as follows:
"Business Combination Deadline" the date that is 15 months from the Settlement Date
The definition of "Business Combination Deadline" in section 1 of the Original Warrant Instrument has been deleted and replaced in the Amended and Restated Warrant Instrument as follows:
"Business Combination Deadline" has the meaning ascribed to it in the Articles of Association
Should any Warrant Holder have any queries in relation to the contents of this announcement, such Warrant Holder should contact the Company using the following contact details: Sanjay Mehta (sanjay.mehta@energyone.je).
Appendix 2
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise.
| "Amended and Restated Warrant Instrument" | the Warrant Instrument dated 9 March 2022 as amended on 19 December 2022 and 14 June 2023 relating to the Public Warrants; |
| "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 Completion Date" | the date of completion of a Business Combination; |
| "Business Combination Deadline" | the deadline by which the Company must complete a Business Combination; |
| "Business Combination Extension" | the extension of the Initial Business 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; |
| "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; |
| "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; |
| "General Meeting" | the general meeting of the Company to approve the Business Combination Extension; |
| "Initial Business Combination Deadline" | the date that is 15 months from the date on which settlement of the Offering occurred; |
| "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 £10.00 in the Offering and Subscription; |
| "Offering" | the initial offering of 15,654,604 Offer Shares at a price per Ordinary Share of £10.00 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 £0.001; |
| "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; |
| "Redemption Election Notice" | a redemption election notice for Public Shareholders who hold their Ordinary Shares in certificated form to exercise redemption rights in connection with the Business Combination Extension; |
| "Redemption Election Time" | 1.00 p.m. on 12 June 2023, being the 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 £0.001 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; |
| "Voting Record Time" | 6.30 p.m. (London time) on 12 June 2023; |
| "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 and 14 June 2023; |
| "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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