Net Zero Infrastructure proposes 5-for-1 share consolidation ahead of November meeting

Net Zero Infrastructure PLC (LON:NZI), a special purpose acquisition company, has announced that a shareholder circular incorporating a notice of General Meeting of the Company setting out the proposals in relation to a share capital reorganisation and amendments to the Company’s Articles of Association, has been posted to those shareholders who have elected to receive hard copies of shareholder documents and will be available on the Company’s website at www.nziplc.com. It will also be submitted to the National Storage Mechanism and be available for inspection at  https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

The General Meeting is to be held on 17 November 2026 at 11.00 a.m. at the Army & Navy Club, 36 Pall Mall, London SW1Y 5JN.

Proposed Share Capital Reorganisation

The Company proposes to consolidate 5 existing ordinary shares into one new ordinary share. The share consolidation will reduce the number of Existing Ordinary Shares of £0.01 each in issue from 102,150,000 to 20,430,000 Consolidated Shares of £0.05 each. The Company further proposes that each Consolidated Share be subdivided into one new ordinary share of £0.0001 (each a “New Ordinary Share”) and 499 deferred shares of £0.0001 each.

The objective of the Capital Reorganisation is to reduce the number of Existing Ordinary Shares to a level that is more in line with other comparable quoted companies with the intention of also creating a higher share price per New Ordinary Share. The Directors believe that the Capital Reorganisation should improve the liquidity and marketability of the New Ordinary Shares.

On 1 June 2023, the Company requested that trading in its Existing Ordinary Shares be suspended pending the proposed completion of a transaction which constituted an initial transaction under the UK Listing Rules (the “Initial Transaction”). Notwithstanding that the Initial Transaction was not completed, the Existing Ordinary Shares have remained suspended since the Suspension Date as the Company has pursued other transactions, each of which would have constituted an initial transaction under the UK Listing Rules. The Company’s ordinary shares will remain suspended until such time that the Company completes the proposed reverse takeover announced to the market on 22 May 2025.

Each New Ordinary Share will carry the same rights as each Existing Ordinary Share under the Company’s articles of association (the “Articles”) and CREST accounts will be credited in respect of any entitlement to New Ordinary Shares and share certificates will be issued in respect of New Ordinary Shares. Share certificates evidencing ownership of Existing Ordinary Shares will cease to be valid following completion of the Capital Reorganisation.

If approved, the result of the Consolidation may be that shareholders are left with a fractional entitlement to a resulting Consolidated Share. Any such fractions as a result of the Consolidation will be aggregated and the directors will, in accordance with (and subject to the passing of the relevant resolution to adopt) the Company’s new articles of association (the “New Articles”), sell the aggregated shares in the market for the benefit of any affected shareholders. The proceeds from the sale of the fractional entitlements shall be distributed pro rata amongst the relevant shareholders, save that where a shareholder is entitled to an amount which is less than £5 it will be retained for the benefit of the Company.

Each Deferred Share will have very limited rights and will effectively be valueless. CREST accounts of Shareholders will not be credited in respect of any entitlement to Deferred Shares, and no share certificates will be issued in respect of Deferred Shares.

Due to the proposed Capital Reorganisation, the Company proposes to amend its Articles to establish the Deferred Shares and proposes to adopt the New Articles. A copy of the New Articles has been posted to those shareholders who have elected to receive hard copies of shareholder documents and will be available on the Company’s website at www.nziplc.com. The Board has concluded that, in addition to establishing the Deferred Shares, several changes should be made to the Articles to bring them up to date (the last substantive amendments to the Articles having been on its re-registration as a public company on 18 July 2021). The Deferred Shares will have the rights and restrictions as set out in the New Articles in respect of deferred shares, which do not entitle their holders to receive notice of or attend or vote at any general meeting of the Company or to receive a dividend or other distribution save in exceptionally limited circumstances.

The Deferred Shares will not be admitted to trading on AIM or any other exchange.

Following the passing of all the resolutions at the General Meeting, the Company will implement the Capital Reorganisation and make an application for admission of the 20,430,000 New Ordinary Shares of £0.0001 each to be admitted to trading on the main market for listed securities of the London Stock Exchange plc. Notwithstanding such application, dealings in the Company’s Existing Ordinary Shares remain suspended and therefore dealings in the New Ordinary Shares will not commence until such time that the Company completes the proposed reverse takeover (announced to the market on 22 May 2025), or an announcement that such initial transaction is not proceeding and the suspension is subsequently lifted.

The New Ordinary Shares will continue to carry the same rights as those attached to the Existing Ordinary Shares, save for the change in nominal value. The New Ordinary Shares will have the following ISIN number GB00C095B788 and SEDOL code C095B78. The Company’s TIDM (NZI) will remain unchanged.

Following admission of the New Ordinary Shares, the Company’s issued share capital will comprise 20,430,000 New Ordinary Shares of £0.0001 each with voting rights in the Company. The figure of 20,430,000 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Expected Timetable of Principal Events

¹ Commencement of dealings remains subject to the ongoing trading suspension of the Company’s ordinary shares

² All of the above times refer to London time unless otherwise stated