NEW ENERGY ONE ACQUISITION CORPORATION PLC

Registration Form • Mar 9, 2022

National Storage Mechanism | Additional information

RNS Number : 1619E

New Energy One Acquisition Corp.

09 March 2022

Not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States, Australia, Canada, Japan, South Africa, or any other jurisdiction where such release, publication or distribution would be unlawful.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in a prospectus in its final form (the "Prospectus") that may be published by New Energy One Acquisition Corporation Plc ("NEOA" or the "Company") in due course in connection with the possible admission ("Admission") of redeemable ordinary shares and matching warrants to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange"). The Prospectus published by NEOA will, if published, be available for inspection on NEOA's website at https://neoa.london, subject to certain access restrictions.

9 March 2022

New Energy One Acquisition Corporation Plc

("NEOA" or the "Company")

Intention to float on the London Stock Exchange

New Energy One Acquisition Corporation Plc today announces its intention to float on the London Stock Exchange. NEOA intends to raise up to £175 million through an offering and subscription for ordinary share capital in connection with Admission.

NEOA has been formed for the purpose of effecting a business combination with targets that are positioned to participate in or benefit from the global transition towards a low carbon economy, what is called the "Energy Transition", which are headquartered in, or which have or are expected to have a substantial nexus to Europe.

NEOA is sponsored by LiveStream LLC ("LiveStream") and Eni International B.V. ("Eni"), a wholly owned subsidiary of Eni S.p.A. (each of Livestream and Eni being a "Sponsor Entity" and together, the "Sponsor Entities"). LiveStream is an investment company formed by one of NEOA's executive directors, Sanjay Mehta.

NEOA has a highly experienced executive team comprising Sanjay Mehta, David Kotler, Salman Haq and Andrea Mercante (a nominee of Eni) (the "Executive Team") who collectively have more than 20 years of proprietary fund management and principal investment experience, and more than 60 years of extensive capital markets, corporate finance and operational experience in the energy industry. NEOA's executive team is supported by a strong group of independent board and strategic advisors with broad market expertise and deep industry contacts, including with companies that are at the heart of the Energy Transition.

Eni, who will subscribe for at least 10% of NEOA's ordinary share capital (which may increase to up to £25 million) and 25% of the sponsor capital, is a major integrated energy company engaged in the exploration, production, transportation, transformation, and marketing of oil and natural gas. Eni has a dedication to the Energy Transition and has committed to a net zero target by 2050. Eni has also entered into a forward purchase agreement granting it the right to subscribe for up to 15%, subject to a maximum of up to £41 million, of the ordinary shares issued in a private investment in public equity (a "PIPE") transaction, to be issued at the time of, and conditional on, completion of a business combination. Furthermore, Li You Investment Corporation has also entered into a forward purchase agreement granting Li You Investment Corporation the right to subscribe for ordinary shares of up to £15 million, to be issued at the time of a PIPE, and conditional on, completion of the business combination. Li You Investment Corporation is an investment vehicle which is beneficially owned and controlled by Chen Ching-Chih, whose family is the largest shareholder of Wan Hai Lines Ltd, a publicly listed company on Taiwan Stock Exchange with a market capitalisation of circa US$15 billion, and who are at the forefront of investing in international shipping with a reduced carbon footprint.

Sanjay Mehta, Executive Director, said:

"We are proud to be launching NEOA as the first SPAC listed on LSE focused on driving the Energy Transition. In order to achieve the net zero targets that have been set globally, and recommitted at COP26 in Glasgow, we need to supercharge decarbonisation of industrial processes, decarbonisation of fossil fuels and produce transition fuels - blue hydrogen, green hydrogen, green ammonia at commercial scale and price point. NEOA as a SPAC provides an innovative investment asset class with the capital and industry expertise to invest in leaders that are integral to accelerating the journey towards net zero commitments."

David Kotler, Executive Director, said:

"We have chosen to list in London as it continues to be a major gateway to attract international capital. With strong government support across Europe and a considerable pipeline of companies focused on the decarbonisation of fossil fuels, we see great potential in the sector for a business combination. With an Executive Team that has over 60 years of collective experience in the sector, and the support of one of Europe's largest energy companies, we are ready to create an energy transition leader."

Francesco Gattei, Chief Financial Officer, Eni, said:

"Eni is an integrated energy company at the forefront of the energy transition. We are involved in several initiatives to ensure the success our ambitious net zero commitments, and our decision to partner with NEOA underlines our commitment to accelerating the near-term decarbonisation of fossil fuels and hard to abate industrial processes."

Strategic rationale

The Directors believe that the Energy Transition will have a fundamental impact on the energy sector and that there are substantial opportunities for investment in companies that participate in the Energy Transition. Governments have, and are continuing to make, significant financial commitments to the Energy Transition and the sector is supported by legislative and regulatory programmes. This, combined with significant global decarbonisation requirements to reach carbon neutrality, makes Energy Transition a particularly attractive investment opportunity.

A reduction in carbon emissions from existing sources of electricity generation is essential, but the Directors believe that achieving carbon neutrality, or "net zero", will require changes beyond power generation. The Directors and the leadership at NEOA believe that significant investments in technology, transition alternative fuels and infrastructure focused on decarbonisation of fossil fuels will be required to achieve 1.5 degrees Celsius and net zero targets.

The Directors believe that there are opportunities for a business combination within, among others, the following areas of the Energy Transition sub-sectors: across the hydrogen value chain; green ammonia; carbon capture, utilisation and storage; new generation sources of clean fuels; digitalisation and energy efficiency; and distribution and transmission of clean fuels.

Executive team supported by Independent Board with proven track record of sector investment

NEOA's Executive Team consists of investors and leaders in the Energy Transition sector, with an aggregate of more than 60 years of experience within the energy sector and more than 20 years of principal investing and value-add experience between them. The Executive Team have hands-on strategic experience and a proven capital markets and operational track record of unlocking significant shareholder value and growth, with the collective value of transactions in the energy sector between them amounting to approximately US$200 billion. The Executive Team have worked on projects together for 12 years and built extensive market knowledge in the energy industry. The broad market expertise and deep industry contacts of the Executive Team will support them in identifying growth opportunities for businesses operating in the energy sector, which the Directors believe will make NEOA well-positioned to source target businesses that could benefit from their skills and expertise.

The board of directors of NEOA (the "Board") will comprise two members of NEOA's Executive Team, being Sanjay Mehta and David Kotler, three independent directors, being Philip Aiken, Volker Beckers and Tushita Ranchan (the "Independent Directors"), and one director nominated by Eni, Jadran Trevisan (the "Non-Executive Director"). Each of NEOA's directors ("Directors") has significant experience building businesses, investing in and advising energy companies, as well as a collective understanding of the evolution of the energy generation and distribution landscape and the pivotal role of the Energy Transition within it.

The directors and the Executive Team will be supported by strategic advisers to NEOA, Sir Peter Gershon, Amber Rudd and Randy Chen (the "Strategic Advisers"). The Strategic Advisers will assist the Directors and the Executive Team through their industry expertise and networks of contacts to support them in identifying and consummating a business combination but will not have responsibility for the management, governance or supervision of NEOA.

Transaction details

·      NEOA will issue up to 15,654,604 redeemable ordinary shares in the capital of NEOA with a par value of £0.001 each (the "Offer Shares", and each an "Offer Share") at a price per Offer Share of £10.00 (the "Offer Price") to certain qualified investors in the United Kingdom and other jurisdictions in which such offering is permitted (the "Offering") and up to 7,827,302 public warrants of NEOA (the "Offer Warrants").

·      In addition, Eni will subscribe for up to 1,750,000 Ordinary Shares (and will be entitled to subscribe for one additional Subscription Share for every Ordinary Share by which the final number of Offer Shares falls below 15,654,604 up to a maximum of 2,500,000 Ordinary Shares) and LiveStream will subscribe for up to 95,396 Ordinary Shares at the Offer Price (the "Subscription Shares") with the right to receive up to 875,000 (which may increase to up to 1,250,000) and 47,698 Public Warrants (the "Subscription Warrants"), respectively, through a private placement which will close simultaneously with the Offering (the "Subscription"). The Offer Shares and the Subscription Shares are together referred to as the "Ordinary Shares" and each an "Ordinary Share", and the Offer Warrants and the Subscription Warrants are together referred to as the "Public Warrants" and each a "Public Warrant".

·   Public Warrants will be issued automatically to subscribers of Ordinary Shares in the Offering and the Subscription on the basis of one Public Warrant for every two Ordinary Shares subscribed for without any action or need for election by such subscribers. Each Public Warrant will entitle its holder to subscribe for one Ordinary Share at a price of £11.50 (subject to certain adjustments) at any time from 30 days after the completion of a business combination by NEOA.

·   NEOA intends to apply for admission of the Ordinary Shares and the Public Warrants to the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

·   NEOA will have 15 months from date of settlement to complete a business combination. Prior to completing a business combination, NEOA will hold an amount equal to the total gross proceeds of the Offering and the Subscription as cash in an escrow account.

·    The number of Offer Shares and Subscription Shares is subject to determination depending on the final size of the Offering The aggregate number of Subscription Shares which Eni will subscribe for will represent, in aggregate, at least 10% of the final aggregate number of the Ordinary Shares issued in the Offering and Subscription, but Eni will be entitled to subscribe for one additional Subscription Share for every Ordinary Share by which the final number of Offer Shares falls below 15,654,604 up to a maximum of 2,500,000 Subscription Shares. The aggregate number of Subscription Shares which LiveStream will subscribe for will represent, in aggregate, 0.5% of the final aggregate number of the Ordinary Shares issued in the Offering and Subscription.

o  The gross proceeds from the Subscription of up to 508,775 Subscription Shares, representing 3.25% of the gross proceeds of the Offering (the escrow account overfunding), less the net amount of any accrued interest on the total aggregate amount held in the escrow account for the period, will be applied towards providing additional cash funding for the redemption of Offer Shares by shareholders on a pro rata basis.

o  To the extent that the escrow account overfunding is not required to fund the redemption of Offer Shares it may be used as consideration for a business combination. The overfunding will be reduced by the net amount of any interest earned on the total amount held in the escrow account for the relevant period.

·   Livestream and Eni have agreed to subscribe for up to 3,306,250 and 1,068,750 sponsor shares, respectively, with a par value of £0.001 each (the "Sponsor Shares"). The Sponsor Shares will convert into Ordinary Shares on a one-for-one basis on the occurrence of certain events.

·   Each of the Sponsor Entities will commit additional funds to NEOA through the subscription for up to 3,937,500 warrants by LiveStream and up to 1,312,500 warrants by Eni (the "Sponsor Warrants", and each a "Sponsor Warrant"), in each case assuming the maximum number of Ordinary Shares are issued in the Offering and Subscription, at a price of £1.50 per Sponsor Warrant, the proceeds of which will be used to finance NEOA's costs, expenses and working capital until it is able to complete a business combination. The terms of the Sponsor Warrants will be identical to those of the Public Warrants except for certain restrictions relating to transferability.

·    LiveStream will hold: up to 2,109,450 Sponsor Shares and up to 2,563,313 Sponsor Warrants for Sanjay Mehta; up to 760,550 Sponsor Shares and up to 924,187 Sponsor Warrants on trust for Access Capital Limited, an investment vehicle established by David Kotler and Salman Haq to invest in the Company for the benefit of David Kotler, Salman Haq and certain co-investors; up to 56,250 Sponsor Shares on trust for the Independent Directors; up to 45,000 Sponsor Shares for the Strategic Advisers; 280,000 Sponsor Shares and 450,000 Sponsor Warrants on trust for Li You Investment Corporation; up to 30,000 Sponsor Shares on trust for a current advisor to NEOA; with the remaining up to 25,000 Sponsor Shares on trust for the benefit of future employees and current or future advisers of NEOA and employees or advisers of LiveStream (to be allocated in the future).

·      Eni has entered into a forward purchase agreement granting Eni the right (but not the obligation) to subscribe for ordinary shares at £10.00 each, representing up to 15% of the ordinary shares issued in a PIPE, up to a maximum value of £41,000,000, to be issued at the time of, and conditional on, completion of a business combination.

·      Li You Investment Corporation has entered into a forward purchase agreement granting Li You Investment Corporation the right (but not the obligation) to subscribe for up to 1,500,000 ordinary shares for a subscription price of £10.00 per share, representing up to a maximum value of £15,000,000, to be issued at the time of, and conditional on, completion of a business combination.

·      The joint global coordinators and bookrunners for the transaction are J.P. Morgan Securities plc and Merrill Lynch International. The legal adviser to NEOA (as to English and US law) is Herbert Smith Freehills LLP. The legal adviser to the joint global coordinators and bookrunners (as to English and US law) is Davis Polk & Wardwell London LLP. Independent Auditor and Reporting Accountant to NEOA is Grant Thornton UK LLP.

For further information please contact:

Media

Finsbury Glover Hering - Communications Advisor

Adrian Rimmer, Partner                         +44 (0) 207 251 3801

Alice Neave, Associate Director             +44 (0) 7827 820 629

J.P. Morgan Securities plc (Joint Global Coordinator and Bookrunner) ("J.P. Morgan")

Alex Watkins                                        +44 (0) 207 742 4000

James Janoskey

Will Holyoak

Merrill Lynch International (Joint Global Coordinator and Bookrunner) ("BofA Securities")

Julian Mylchreest                                 +44 (0) 207 995 3700

Sambacor N'Diaye

Gautier Desruelle

About New Energy One Acquisition Corporation Plc

New Energy One Acquisition Corporation Plc is a special purpose acquisition company incorporated in the United Kingdom that has been established to focus on pursuing a Business Combination with targets that are positioned to participate in or benefit from the global transition towards a low carbon economy. Its executive team comprises individuals with extensive corporate finance and operational experience in the energy industry, with broad market expertise and deep industry contacts.

APPENDIX

Business Strategy and Business Combination Criteria

NEOA's business strategy is to identify, combine with and maximise the value of a target company or business that is benefiting from the Energy Transition and decarbonisation of the energy industry and related ecosystem. NEOA will leverage the extensive strategic, operating and transactional experience and relationships of the Executive Team, the Independent Directors, the Non-Executive Director and the Strategic Advisers, to execute this business strategy in a rigorous manner. NEOA's selection process will focus on businesses in Europe, where the Executive Team has built decades of market and industry knowledge and deep networks. NEOA will target industry leading companies with high-growth potential and demonstrable technology leadership within Energy Transition and decarbonisation. NEOA will seek to combine with a target company or business that will produce attractive risk-adjusted return profiles for Shareholders.

Consistent with its business strategy, NEOA intends to use the following criteria and attributes to inform its evaluation of acquisition opportunities:

·      Identifying growth sectors within the Energy Transition: NEOA will seek to partner with a European target company or business that is a leader within, and is expected to benefit from, the Energy Transition. Based on the industry expertise and experience of its Executive Team, NEOA believes that intends to focus on opportunities for a Business Combination within, among others, the following business segments: across the hydrogen value chain; green ammonia; CCUS; new generation sources of clean fuels; digitalisation and energy efficiency; and distribution and transmission of clean fuels. Target companies or businesses in these areas are expected to benefit from favourable and accelerating macroeconomic and regulatory dynamics.

·      Energy Transition sub-sectors: NEOA will seek to acquire a target with a wide range of total addressable markets within the energy efficiency, transitional fuels and decarbonisation sub-sectors of the Energy Transition, which NEOA expects to be a priority on the investor, social and government agenda.

·      Market leading position, high-growth, scalable platform: NEOA intends to acquire a target company or business with a leading role within its sub-sector, significant opportunities for economies of scale as a result of the modular nature of its technologies and/or numerous sector applications (e.g., industry, mobility, power generation), and with defendable technological competitive advantages.

·      Proven technology and established business model: NEOA intends to acquire a target that has an established business model and solid technical foundation, and can demonstrate an acceptance of its technology or business in the form of a confirmed order book from one or more recognised customers. NEOA also intends to acquire a target with a strong track record of innovation.

·      Revenue generating or demonstrable pathway to near-term revenue generation and positive EBITDA: NEOA will seek to acquire a target company or business which is revenue generating and EBITDA positive, or with a demonstrable pathway to near-term revenue generation and positive EBITDA, demonstrating the existing management team's successful delivery of historic business plans and with credible forecasts that indicate significant growth potential.

·      Management excellence: NEOA intends to partner with a management team with a successful history of delivering strong economics and performance and which shares the vision and passion of the Executive Team.

·      Realising potential with capital support: NEOA will seek to identify a target company or business that is ready to be a publicly listed company and implement a clear execution roadmap which, in turn, will allow it to capitalise on value enhancing initiatives, such as high-return capital projects and accretive acquisitions, to realise a stronger financial position, which NEOA believes the Executive Team, with its significant strategic, operating and transaction experience, is well positioned to deliver.

The above criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors as well as other considerations, factors and criteria that are deemed relevant to the business objective by the Executive Team, the Independent Directors and the Non-Executive Director. In evaluating a prospective target company or business, NEOA expects to conduct a due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a detailed review of financial and other information which will be made available. The time required to select and evaluate a target company or business and structure and complete an acquisition, and the costs associated with this process, are not currently ascertainable with any degree of certainty. In the event that NEOA decides to enter into a Business Combination with a target company or business that does not meet the above criteria and guidelines, NEOA will disclose that the target business does not meet the above criteria in the relevant shareholder circular published in connection with the Business Combination General Meeting.

NEOA intends to effect a Business Combination that will result in it acquiring a controlling interest in a target company or business and effect a business strategy through that target. If a Business Combination is effected simultaneously with more than one company or business then NEOA will seek to effect a single group strategy through such companies and businesses. NEOA may consider acquiring a controlling interest constituting less than the whole voting control or less than the entire equity interest in a target company or business if such an opportunity is attractive; provided, NEOA would acquire a sufficient portion of the target entity such that it could consolidate the operations of such entity for applicable financial reporting purposes and effect a business strategy of that target. In connection with the Business Combination, NEOA may issue Ordinary Shares which could result in the then existing shareholders owning a minority interest in NEOA following the Business Combination. Any subsequent complementary acquisitions following the Business Combination may be of a non-controlling interest.

The determination of the post-Business Combination strategy, and whether any of the Directors or the Executive Team will remain with the combined entity and, if so, on what terms, will be made following the identification of the target company or business but at or prior to the time of the Business Combination.

Company Leadership Biographies

Executive Team

The Executive Team will be led by Sanjay Mehta, an Executive Director, David Kotler, an Executive Director, Salman Haq, an Executive Team member, and Andrea Mercante, an Executive Team member nominated by Eni.

Sanjay Mehta - Executive Director

Sanjay will serve as an Executive Team member and a Director. He is an investor and C-Suite leader/mentor with global business experience and investment management experience. His core competence is in, proprietary fund management, investments, mergers and acquisitions, public boards and investment trusts.

Mr. Mehta currently chairs S ONE Trust and manages its multi asset investment portfolio with investment focus on socially/environmentally driven impact investing, technology, renewable energy, zero emission mobility and sustainable agriculture. He is the founder of ReNew ONE Investments Limited, a leasing fund for zero emission public transportation and last mile logistics assets in the UK.

Mr. Mehta was the Managing Director of Essar Capital from 2000 to 2014 where he managed a proprietary fund with assets under management of US$32 billion and led a team in making transformational investments, value creation and harvesting of investments in businesses spanning, energy, mobile communication, transportation, metals and infrastructure. Prior to Essar, Mr. Mehta worked at J. Aron & Company (a subsidiary of Goldman Sachs) in New York from 1993 to 1996 and American Marine Advisors Inc. in New York from 1996 to 2000.

Mr. Mehta serves as an independent investment trustee on Steamship Mutual underwriting Association Trustees (Bermuda) Limited. Mr. Mehta received his bachelor's degree from London School of Economics and a master's degree in Finance from CASS Business School, London.

David Kotler - Executive Director

David will serve as an Executive Team member and a Director. He has over 30 years of experience in investment banking and corporate finance, having advised on numerous mergers, acquisitions, divestitures and capital raisings, including initial public offerings, and privatisations for energy companies worldwide. In this capacity he has worked on transactions in the energy sector with a value of approximately US$200 billion advising large publicly listed corporates, governments, national energy companies and private companies.

Mr. Kotler joined Lazard in 1989, where he spent 22 years focusing on the energy and natural resources sectors, primarily based in the London office. He became a Managing Director in 2002 and in 2005 moved to the New York office to expand the firm's North American energy business, before returning to London in 2006. In 2011, Mr. Kotler moved to Morgan Stanley where he headed its energy investment banking team covering Europe, the Middle East and Africa. He subsequently left Morgan Stanley in 2014 and in 2015 co-founded Access Corporate Finance Partners Limited ("Access").

Access, authorised and regulated by the Financial Conduct Authority, is an independent financial and strategic advisory firm focused on the energy, natural resources, climate and infrastructure sectors and is comprised of individuals with decades of M&A experience gained largely at pre-eminent investment banks. 

Mr. Kotler was educated at University of Toronto, B. Comm (1979-1983) and London Business School and Università Bocconi, MBA (1987-1989). He is currently a member of the Alumni Council of London Business School and is a trustee of the Graham Layton Trust. He is former trustee of the Institute of Contemporary Arts.

Salman Haq - Executive Team member

Salman will serve as an Executive Team member of NEOA. He has over 15 years of experience in investment banking and corporate finance, having advised on a number of mergers, acquisitions, capital raisings and fairness opinions. His transaction experience spans a variety of industries including financial institutions, TMT, shipping and industrials, and in latter years has focused primarily on the energy industry.

Mr. Haq previously worked in the financial advisory division of Lazard (London) between 2005 - 2012. He then spent two years managing a water and waste-water purification EPC contractor, while concurrently setting-up an associated energy-focused logistics and services company. In 2015 he co-founded Access with Mr. Kotler.

Mr. Haq was educated at the London School of Economics and Political Science, BSc. Economics (1998 - 2001) and London Business School, MSc. Finance (2004).

Andrea Mercante - Executive Team member

Andrea is currently global head of long term strategy of Eni. He has spent over 12 years in Eni with different positions in the finance department. Prior to his current position, he led the planning and control of Eni's energy evolution division, where he supported Eni's management team in the development and implementation of Eni's energy transition strategy including the launch of new businesses in hydrogen, CCUS, bio-fuels/gas and renewables.

Mr. Mercante previously also led the planning and control of Eni's gas & power business, and as a result Mr. Mercante has a deep knowledge of the midstream and trading business in gas, liquefied natural gas and power. His past experience includes being Chief Financial Officer of Eni's environmental division and head of the Office of the Chief Executive Officer of the Eni group. He also served as board member in Eni's affiliate and controlled companies.

Before joining Eni in 2009, Mr. Mercante was a management consultant in McKinsey & Co. where he was involved in several projects in Italy and abroad, including M&A, strategy and performance excellence.

Mr. Mercante received a Cum Laude Bachelor's degree in Finance from Bocconi University in Milan and a Master's in Business Administration from NYU Stern School of Business in New York.

Independent Directors

The Executive Team's efforts will be enhanced by the expertise and relationships of three independent non-executive Directors (the "Independent Directors"). NEOA's Independent Directors have, cumulatively, decades of experience across energy sectors providing a holistic view which will support NEOA's plans to source suitable target businesses or companies. The following persons constitute the Independent Directors:

Volker Beckers - Independent Director

Volker will serve as Chair of the Board, an Independent Director and Chair of the Nomination Committee. He is a rounded businessman with a distinguished career as senior executive in an international environment. After an initial career in the IT industry working in different sectors, he spent more than 25 years' senior experience internationally within the energy industry. His professional expertise spans across all sectors - private, public and academia.

Mr. Beckers was Group Chief Executive Officer of RWE Npower plc until the end of 2012 and prior to this was its Group Chief Financial Officer from 2003 to 2009. While at RWE Npower plc, he has worked with a variety of trade and industry bodies, including the CBI President's Committee, the Board of the German-British Chamber of Industry & Commerce, and, as Deputy Chair of the Executive Commercial Management Committee at the German Association of Energy and Water Industries (BDEW). He was also member of the Executive Committee of UKBCSE (now Energy UK) and held a number of non-executive directorships, including at HM Revenue & Customs where he chaired the Scrutiny Committee.

Mr. Beckers currently holds, amongst others, the roles of Non-Executive Chairman at The Green Recruitment Group Ltd, Reactive Technologies Ltd, Lightbulb ES Ltd, Open Utility Ltd and Cornwall Insight Ltd and is also the Non-Executive Director of the UK Government's Nuclear Decommissioning Authority Board.

He chaired the PwC UK Advisory Council and is Director and Honorary VP of the British Institute of Energy Economics. He was also on the Advisory Board of the EU Centre for Energy and Resource Security (EUCERS) at King's College, and Chair of the Advisory Board with Erasmus Centre for Future Energy Business (ECFEB).

Mr. Beckers graduated from Cologne University in Economics and Business Administration.

Philip Aiken - Independent Director

Philip will serve as an Independent Director and Chair of the Remuneration Committee. He has over five decades of experience in industry and commerce, having occupied numerous roles as directors and advisers to notable companies in the energy sector. Since 2012, he has served as the Chairman of AVEVA Group plc, and was also the Chairman of Balfour Beatty plc up until July 2021.

Mr. Aiken was the President of BHP Petroleum and then the Group President of Energy of BHP Billiton from 1997 until 2006. Other notable roles include his tenures as Managing Director of BOC/CIG, Chief Executive of BTR Nylex, Chairman of Robert Walters plc, and Senior Independent Director of copper mining company Kazakhmys plc and Indian-focused energy company Essar Energy plc. Between 2008 and 2015, he was a director of National Grid plc. Previously, Mr. Aiken was also a Senior Advisor of Macquarie Bank (Europe), Director of Miclyn Express Offshore and Essar Oil (India) and Chairman of the 2004 World Energy Congress. He has served on the Boards of the Governor of Guangdong International Council, World Energy Council and Monash Mt Eliza Business School.

Mr. Aiken is currently Chairman of AVEVA Group plc and is a non-executive director of Newcrest Mining Limited. Mr. Aiken received his Bachelor of Engineering Degree from the University of Sydney and also attended the Advanced Management Program at Harvard Business School in 1989.

Tushita Ranchan - Independent Director

Tushita will serve as an Independent Director and Chair of the Audit Committee. She has over 25 years of experience of financing and investing in green energy, sustainable infrastructure and clean technologies. She is a trustee of the Green Purposes Company created by the UK government following the privatisation of the Green Investment Bank, where she is actively engaged in advocating for institutional investing in energy transition and nature-based solutions.

Previously, Ms. Ranchan was Chief Executive Officer of Masdar PV, a company that manufactured thin-film solar PV in Germany and has held senior appointments within the Mubadala group in Abu Dhabi from 2007 to 2015. While at Masdar, she was a member of the Investment Committee that made over US$7 billion of investments in solar, offshore wind projects, green infrastructure project and clean technologies globally. Ms. Ranchan also spent over nine years with Citibank in London and India, advising on and raising project and structured finance for large-scale, strategic infrastructure and energy projects in India, Middle-East, Africa and Europe.

Ms. Ranchan has served on the boards of various investee companies and non-profit organisations. She holds a Master in Public Administration from Harvard University, a Master in Business Administration from Tulane University and a Bachelor in Mechanical Engineering from Gujarat University.

Non-Executive Director

The Executive Team's efforts will be further enhanced by the expertise and relationships of an Eni-nominated, non-executive Director (the "Non-Executive Director"):

Jadran Trevisan - Non-Executive Director

Jadran is currently the Head of Strategy, Mergers & Acquisitions Medium-Long Term Plan at Eni. Since joining Eni in 2000, he has held a variety of responsibilities at Eni and its affiliates, working, among others, as head of Business Strategy and M&A at Eni's E&P division, as Chief Financial Officer of the acquired subsidiary Distrigas, as head of Middle Office and Operations at Eni Trading and Shipping and, at the beginning of his professional experience at Eni, as Head of Investor Relations.

In recent years, Mr. Trevisan was also Director of Integrated Risk Management for Eni Group reporting directly to the Eni's Chief Executive Officer. In his current position, he covers medium-long term business plan which envisages 2030 and 2050 time frame horizon and is responsible for all merger and acquisition activities for the Eni Group. Mr. Trevisan is also serving as board member in Eni's venture capital vehicle focused on investment in star-ups active in innovation technology with particular focus on energy transition sector.

Before, joining Eni in 2000, Mr. Trevisan worked at Fininvest Group following different projects in finance and was head of investor relations for a listed subsidiary. He received his Bachelor's degree in Philosophy from the University of Genoa and a Master's in Business Administration from SOGEA, the management school of Confindustria Liguria in Italy.

Strategic Advisors

Sir Peter Gershon - Strategic Adviser

Sir Peter is a British businessman, former civil servant and former chairman of Tate & Lyle (2009-2017), the Aircraft Carrier Alliance (2014-2019) and National Grid (2012-2021, having served as deputy chairman in 2011). He is currently chairman of the Dreadnought Alliance and enfinium Limited.

Sir Peter worked in the computer, telecommunications and defence industries for over thirty years, holding senior executive positions. In 1994 he was appointed to the main board of GEC plc. He joined the Civil Service in 2000 to become the first chief executive of the Office of Government Commerce. Between 2003 and 2004, Sir Peter led a review of the efficiency in the UK public sector (the "Gershon Efficiency Review") which subsequently led to improvements in savings and efficiency of public services. Since 2004, Sir Peter has undertaken non-executive chairman roles in various sectors including mobile phones software, healthcare, outsourcing and distribution of electronic components. Sir Peter has also led a further two independent reviews; in 2006 for the UK Government on Ministerial & Royal Air Travel and in 2008 for the Australian Government for its use of ICT.

Sir Peter graduated with a Mathematics degree from Cambridge University. Sir Peter was awarded the CBE in 2000 for services to the defence industry and was knighted in 2004 for his work on public procurement. In 2001 he was elected a Fellow of the Royal Academy of Engineering and in 2016 he won the FTSE100 Non-Executive Director of the year award. Sir Peter is a fellow of a number of bodies, including the Royal Academy of Engineering, the Institution of Engineering and Technology and the British Computer Society. He is also chairman of Join Dementia Research, a trustee of The Sutton Trust and Education Endowment Foundation and sits on the Board of The Investor Forum.

Amber Rudd - Strategic Adviser

Amber Rudd is a former British politician who has served in Cabinet for three different Prime Ministers in three different roles from 2015 to 2019. Before that she worked in business; first in banking, then in headhunting.

Ms. Rudd was appointed Home Secretary in 2016 and held this office until 2018. Prior to her appointment as Home Secretary, Ms. Rudd served as the Secretary of State for Energy and Climate Change (2015 - 2016), Parliamentary Under Secretary of State at the Department of Energy and Climate Change (2014 - 2015), Assistant Chief Whip (2013) and Parliamentary Private Secretary to the Chancellor of the Exchequer (2012 - 2013). Following her election as the Member of Parliament for Hastings and Rye in the 2010 general election, Ms. Rudd was elected to serve as a member of the Environment, Food and Rural Affairs Select Committee.

After stepping down as Home Secretary in 2018, Ms. Rudd was appointed the Secretary of State for Work and Pensions and served as the Minister for Women and Equalities, roles which she occupied until resigning from the cabinet in 2019.

Since standing down as a Member of Parliament in 2019, Ms. Rudd has been active in the following areas: energy transition, cyber security and women's empowerment. She holds a number of advisory roles in the public and private sector in these areas.

Ms. Rudd graduated from the University of Edinburgh with a degree in History. Prior to her election as a Member of Parliament, Ms. Rudd worked as an investment banker at J.P. Morgan and established a recruitment business.

Randy Chen - Strategic Adviser

Randy Chen has been Vice Chairman at Wan Hai Lines Ltd. since June 2015, and is responsible for the International Business Development functions across different departments, including joint-venture efforts with other lines, long-term investments, port/terminal relations and investor relations.

Mr. Chen has been a member of the executive management team and served on the Wan Hai Lines Board of Directors since 2002.  Before joining Wan Hai Lines, Mr. Chen was a member of the senior management team of the Central Trading & Development Group, a Taiwan-based investor group with extensive infrastructure and real estate holdings in Vietnam.  Mr. Chen also has extensive experience in software and financial services.

In addition, Mr. Chen is a board member of several industry organisations including the World Shipping Council, the Global Maritime Forum (GMF) and the UK P&I Club.  Mr. Chen is currently the Deputy Chairman for both the UK P&I Club and the GMF, and one of the co-chairs of the Getting to Zero Initiative within the GMF.

Mr. Chen holds a Master's Degree in Business Administration from MIT's Sloan School of Business as well as a Bachelor's Degree in Economics and English Literature from Duke University.

IMPORTANT LEGAL INFORMATION

The contents of this announcement have been prepared and are the sole responsibility of the Company.

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended ("Securities Act") pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The proposed offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan, South Africa or elsewhere.

This communication is addressed only to, and directed only at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area, by persons who are not Qualified Investors.

This communication is addressed only to, and directed only at, persons in the United Kingdom (a) who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented, and (b) (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

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.

Each of the Company, J.P. Morgan, BofA Securities and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to therein.

Any purchase of any securities in the proposed Offering should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Offering and Admission. The information in this announcement is subject to change. Before purchasing any securities in the Offering, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include market conditions. The Company may decide not to go ahead with the Offering and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement or the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

None of J.P. Morgan, BofA Securities or any of their affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of J.P. Morgan, BofA Securities and any of its and any of its or its affiliates' directors, officers, employees, advisers or agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

J.P. Morgan and BofA Securities are acting exclusively for the Company and no-one else in connection with the proposed Offering. They will not regard any other person as their respective clients in relation to the proposed Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. J.P. Morgan and BofA Securities are authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom.

In connection with the Offering, J.P. Morgan and BofA Securities and any of their affiliates may take up a portion of the Offer Shares and Offer Warrants as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Offer Shares and/or Offer Warrants and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the Offer Shares and/or Offer Warrants being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan and BofA Securities and any of its affiliates acting in such capacity. In addition, J.P. Morgan and BofA and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which J.P. Morgan and BofA Securities and any of their affiliates may from time to time acquire, hold or dispose of Offer Shares and/or Offer Warrants. None of J.P. Morgan, BofA Securities nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares and the Offer Warrants subject of the Offering have been subject to a product approval process, which has determined that: (a) the target market is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented; and (b) all channels for distribution to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment").

Any person subsequently offering, selling or recommending the Offer Shares and Offer Warrants (a "Distributor") should take into consideration the manufacturers' relevant UK Target Market Assessment; however, a Distributor subject to the UK Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Offer Shares and the Offer Warrants (by either adopting or refining the manufacturers' UK Target Market Assessment) and determining appropriate distribution channels.

Notwithstanding the UK Target Market Assessment, Distributors should note that: the price of the Offer Shares and Offer Warrants may decline and investors could lose all or part of their investment; the Offer Shares and Offer Warrants offer no guaranteed income and no capital protection; and an investment in the Offer Shares and Offer Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares and Offer Warrants.

Each Distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and Offer Warrants and determining appropriate distribution channels.

Prohibition of sales to UK, EEA and Swiss Retail Investors

The Offer Warrants and Offer Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom, EEA or in Switzerland, in or as part of the Offering. For these purposes, (A) in the United Kingdom a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") as it forms part of UK law by virtue of the EUWA; (B) in the EEA, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (C) in Switzerland, a "retail investor" means a person who is not a professional client as defined in Article 4 Paragraph 3 of the Swiss Federal Act on Financial Services (the "FinSA"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), including the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Offer Warrants and Offer Shares or otherwise making them available to retail investors in the UK, EEA or in Switzerland has been prepared and, therefore, offering or selling the Offer Warrants and Offer Shares or otherwise making them available to any retail investor in the UK, EEA or in Switzerland may be unlawful under the UK PRIIPs Regulation, the PRIIPs Regulation or the FinSA, as applicable.

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