Zenova announces that it has entered into a non-binding head of terms to acquire Restoreo International Limited ("Restoreo", together the "Potential Transaction").
The Potential Transaction represents a fundamental change in the scale and nature of Zenova's business. The enlarged company will combine Zenova's fire safety and insulation technologies with Restoreo's products, international distribution expertise, creating a broader global platform for sales, manufacturing, and product innovation.
The Potential Transaction would constitute a reverse takeover of Zenova under Rule 14 of the AIM Rules for Companies, given the size and scope of the transaction relative to Zenova's existing business and accordingly, the Company's shares will be suspended from trading on AIM today.
Rationale for the Potential Transaction
The Board of Zenova believes the most attractive opportunities for the combined company lie in energy efficiency improvements, supported by various government and non-government initiatives to improve building efficiency standards and by EPC rating changes aimed at reducing greenhouse gas emissions.
The Board is confident that by leveraging Restoreo's working capital, existing technology, IP, logistics and distribution capabilities alongside Zenova's existing technology, IP, and manufacturing infrastructure, the enlarged group will be able to drive international growth through a combined product portfolio.
The Potential Transaction will be conditional, inter alia, on receiving regulatory approval from the British Board of Agrément (BBA) for the combined products of Zenova (walls) and Restoreo (windows), though which the greatest heat and energy losses in buildings can be contained.
The Board believes the chances of securing market acceptance significantly increase with BBA regulatory approval for Zenova's IP product range and Restoreo's product as a combined solution. The Board also believes that a combined solution will be easier to demonstrate in terms of effectiveness and will support integration into Elmhurst's EPC rating software.
As part of the acquisition and reverse takeover process, approval from the Company's shareholders at a General Meeting will be required under the AIM Rules. As such, a further announcement with full details of the Potential Transaction will be issued at the appropriate time once binding contracts are entered into and an Admission Document has been published and sent to shareholders with a notice of General Meeting. The Company is working towards finalising the Potential Transaction and further details will be announced in due course.
At this stage, the Potential Transaction is non-binding and subject to the completion of due diligence, securing funding and other material considerations. As such, there is no certainty that it will be completed, and the timing thereof cannot be determined.
In accordance with Rule 14 of the AIM Rules for Companies, the Company's shares will be suspended from trading on AIM with effect from 7:30am today. The Company's ordinary shares will remain suspended until such time as either an admission document is published, or an announcement is released confirming that the transaction is not proceeding.
Shareholders should be aware that there is a risk that admission of the Company's securities could be cancelled if they have been suspended from trading for six months.
About Restoreo
Restereo is a recently formed UK-incorporated company with certified products and intellectual property in the insulation materials industry, in particular the windows and flooring markets.
For further information, please contact:
Zenova Group PLC
Thomas Melchior, Chief Executive Officer
Fiona Rodford, Chairperson Tel: +44 20 3475 6834
SPARK Advisory Partners Limited (Nominated Adviser)
Matt Davis, Angus Campbell Tel: +44 20 3368 3550
Peterhouse Capital Limited (Broker)
Charles Goodfellow Tel: +44 207 469 0930
