|Nominated Adviser and Broker
|Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
|Jeffreys Henry LLP
Finsgate 5-7 Cranwood Street London EC1V 9EE
|Solicitors to the Company
|Simmons & Simmons LLP
1 Ropemaker Street
London EC2Y 9SS
|Computershare Investor Services (Jersey) Limited
13 Castle Street St. Helier JE1 1ES Jersey
|Buchanan Communications Limited
107 Cheapside London EC2V 6DN
Country of incorporation and main country of operation
i(x) Net Zero PLC is incorporated in Jersey (company number 138730). As the Company is incorporated in Jersey, shareholders’ rights may be different from the rights of shareholders in a UK incorporated company. The Company’s main country of operation is the United States of America.
Number of securities in issue
As of 30 June 2023 the Company’s issued share capital comprises 85,877,429 ordinary shares with no par value. The Company has no treasury shares.
Details of any restrictions on the transfer of securities
There are no restrictions on any of the Company’s AIM securities.
Securities not in public hands
As of 30 June 2023 the percentage of the Company’s issued share capital that is not in public hands is 37%.
Details of other exchanges or trading platforms
The Company’s shares are traded on the London Stock Exchange’s AIM market and are not traded on any other stock exchange.
Registered Office: 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG
Business objective and AIM Investing Policy
The Company’s Investing Policy is to generate long term capital appreciation for its shareholders principally by creating, funding, partnering with and/or developing companies that are committed to Energy Transition and Sustainability in the Built Environment.
The Company is a long-term investor and does not seek to generate short-term returns or profits from trading or arbitrage. While taking a long-term view, the Company will realise opportunities for shorter term gain when appropriate. The Company does not anticipate paying dividends to shareholders in the near-to-medium-term but may revisit this policy as the businesses in which it invests mature and the Company’s plans permit. The key elements of the Company’s strategy are as follows:
The Company is seeking to create, fund, partner with and/or develop companies that are predominantly committed to:
- Energy Transition (facilitating and accelerating the transition away from fossil fuels to sustainable and renewable energy); and
- Sustainability in the Built Environment (building sustainable and affordable housing, with a focus on affordability, greenhouse gas reduction, clean and healthy air, resource efficiency with emphases on waste, water and healthy building materials).
The Company may invest in other areas of interest outside of its principal areas of focus on Energy Transition and Sustainability in the Built Environment if it deems them appropriate and consistent with its overall goal of helping to effect positive and sustainable environmental and social change and in which the Directors have the necessary expertise and experience to be able to identify and manage such opportunities. An example of this is Context Labs. Other examples of such non-core investments could include deploying capital in businesses that are focused on sustainable agriculture, sustainable finance and the circular economy. The Company might also consider investments that help advance the discipline of ESG risk management by providing data and other resources to monitor and measure sustainability generally and support its efforts in its main areas of focus.
The Company expects to diversify its investments within those areas of focus set out above, particularly with regard to industry sub-sectors, growth stages of the companies it may create, fund, partner with or invest in or develop, and geographic focus. However, the Company is not precluded from creating, funding, partnering with or developing companies that may share common characteristics in terms of industry sub-sector, growth stage or geographic focus with its specific areas of focus.
The Company does not intend to acquire majority control of specific real assets or pre-development projects. Its primary objective is to own the operating companies that raise third-party capital into those real asset projects, including real estate and energy infrastructure. The Company may opportunistically invest alongside its operating companies at the project level to seek to enhance returns as appropriate.
To date, the Company has focused its resources primarily on North American-based companies that have a global opportunity to offer their services and deploy their technology across multiple sectors. While specific projects may have country and currency risk initially, as these businesses expand, a naturally occurring diversification is expected to occur over time.
The Company invests across a range of investments, but there is no policy of making specific sector investments. The Company aims to manage concentration risk by not deploying capital in individual investments that would represent more than one-third of its invested and investable capital at the time of deployment. However, this may not be possible in the short to medium term as the Company develops and builds a wider range of investments. In the long term, the Company would not be likely to add to any such investment unless at or around the time of deploying additional capital in such investment its holdings in that investment would represent one-third or less of the Company’s total investable capital. Given the growth nature of the Company’s capital and the opportunities it pursues, each individual investment has the potential to grow to represent an outsized portion of its NAV. The Company will review its investments during these growth phases and consider the implications of, and opportunities for, these temporary imbalances. The Company may consider opportunities to monetise its profitable holdings and reinvest the proceeds throughout the cycle of their growth, including secondary market transactions, private sales and public spin-outs to ameliorate exposures and realise return of capital and timely profitability.
There is no minimum or maximum number of investments which the Company may make or companies that it may create, fund, partner with or develop.
The Company expects to reinvest the net proceeds realised from the sale of any of its interests in its investee companies into new opportunities to create, fund, partner with or develop companies that are consistent with its business objectives set out above. The directors believe that this is an important element of the Company’s strategy to deploy its capital to create positive, scalable, measurable and sustainable environmental and social impact. As set out above, the Company may elect to make special or in-kind distributions under such circumstances as it may determine rather than reinvest the net proceeds from the sale of any of its interests.
The Company does not place any limitations on the size of the investments it will seek, although as stated, in the long term the Company aims to deploy capital in individual investments that typically represent up to one-third of its investable capital at or around the time of investment.
The Company’s primary focus is to invest in order to realise equity or equity-like returns. The Company will accomplish this through direct equity investments, convertible securities and appropriate debt structures that allow the Company to holistically monetise its strategy for capital deployed. The Directors believe that having this flexibility will give it a competitive advantage as it seeks to secure attractive opportunities. The Company also seeks to create higher equity returns by being rewarded for its hands-on approach of deploying its personnel in the management and operational structures of its holdings. This has been an important component of the Company’s strategy to date.
It is also anticipated that the Company may acquire companies or purchase specific assets or divisions of other companies.
The Company has not used leverage in the past, as most of the companies which it has created, developed or invested in have been at the growth stage. As its platform companies evolve and mature, the Company will consider early-stage accretive project finance and specific company-level credit opportunities to enhance the enterprise value of its holdings.
Review of the Company’s Investing Policy
Under the AIM Rules for Companies, any material changes to the Investing Policy will require the prior consent of the Company’s shareholders at a general meeting. Any variation to the Company’s investment objective and policy or restrictions will be made only following approval of the Board subject to compliance with the AIM Rules for Companies.
The identity and percentage holdings of significant shareholders.
|Number of ordinary shares
|Percentage of voting rights
|Lion Point Master 1
|MS&AD Ventures, LLC
|G2 I(X) Investments SPV, LLC
|HRK Investments, LLP
|Pär Lindström 2
|SP Trust 3
- Lion Point Master’s shares are subject to a Put Option as part of the Company’s strategic relationship with Lion Point. Further information can be found in the Company’s Admission Document.
- SP Trust is a Wyoming irrevocable trust. The beneficiaries of the SP Trust are Trevor Neilson and his family.
|Number of ordinary shares
|Percentage of voting rights
This section was last updated on 30 June 2023.
- Form of Proxy – AGM 5 July 2023
- i(x) Notice of AGM 5 July 2023
- i(x) Net Zero Plc - 2022 Annual report & Audited Financial Statements for the year ended 31 December 2022
- i(x) Net Zero – Funds raised
- i(x) Net Zero – Admission and FDOD
- i(x) Net Zero – Admission Document
- i(x) Net Zero – Memorandum of Association
- i(x) Net Zero - 2021 Final Results
- i(x) Notice of AGM 29 June 2022
- Form of Proxy- AGM 29 June 2022
The Directors recognise that it is in the best interests of the Company and its Shareholders, given the Company’s size to comply with the recommendations set out in the UK’s Quoted Companies Alliance Corporate Governance Code 2018 (the QCA Code).
In line with the QCA Code’s recommendation, the Board currently comprises 6 Directors: a Chief Executive Officer, a Non-Executive Chairman, a Chief Investment Officer, a Chief Financial Officer and 2 additional Non-Executive Directors (NEDs), one of whom acts as the senior independent director (the “SID”). The Board considers that appropriate oversight of the Company is provided by the Board.
As envisaged by the QCA Code, the Board has established Audit, Remuneration and Nomination Committees. In addition, the Board has established an ESG Committee.
The QCA Code’s Ten Principles of Corporate Governance are listed below, with an explanation of how the Company applies each of the principles and the reason for any aspect of non-compliance:
1) Establish a strategy and business model which promote long-term value for shareholders
The Company provides its shareholders and investors the opportunity to create long-term capital growth with positive, scalable, measurable and sustainable impact on the environment and on the communities it serves.
The Company’s approach to the investments it makes is generally to be actively engaged in creating, building and developing the businesses of its investee companies within its two core areas of focus: Energy Transition and Sustainability in the Built Environment. The Company’s strategy can be summarised as follows:
- deploy capital within its areas of interest that enables companies to build scale;
- source deal flow from, amongst other sources, the significant family offices that are its shareholders and co-investors, with many of which the Company has long-standing relationships;
- provide its expertise to help build and develop its investee companies;
- invest for the long term; the Company does not have a fixed time horizon for any of its investments; and
- source additional capital from its shareholders and other investors to co-invest alongside the Company, thereby aligning their interests with the Company’s and building enterprise value for its shareholders in the process.
The key elements of the Company’s business model include:
- leverage its team’s long and broad experience in the financial markets generally and within the Company’s core areas of focus in particular;
- accelerate the growth of its investee companies through investment of catalytic capital and the proactive engagement by the Company and its shareholders;
- access intentional capital globally to maximise impact through scale;
- acquire equity stakes in its investee companies appropriate for the amount of capital invested and negotiate opportunities to earn additional equity from its in-depth participation in the development of their businesses and the achievement of meaningful and well-defined key milestones and metrics;
- evaluate and implement sustainable business strategies in its investee companies within its core areas of focus;
- seek to develop, implement and monitor impact measurement with its investee companies to provide transparency not just to the targeted financial returns from their investments, but also the impact results; and
- adopt flexible time horizons to benefit from opportunities by investing into both near-term opportunities and the full growth cycle of its assets.
2) Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communications and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting and any other General Meetings that are held throughout the year.
Investors also have access to current information on the Company through this website https://ixnetzero.com/ and through Pär Lindström, Chief Executive Officer, who is available to answer investor enquiries. The Company provides regulatory, financial and business news updates through the Regulatory News Service in accordance with the AIM Rules for Companies.
3) Take into account wider stakeholder and social responsibilities and their implications for long-term success
There are a number of key relationships and resources that are fundamental to the Company’s success, which include, amongst other things, relationships with energy companies, advisors, consultant suppliers, contractors, employees and potential investors. These relationships are key components to the successful running of the Company’s investments and are reviewed by the Board and management on a regular basis to ensure that all potential risks are mitigated. To the extent any issues or concerns come to light following such review, or upon engagement with such stakeholders, the Company seeks to address matters in an expeditious manner in order to preserve and strengthen relationships.
The Board recognises that the long-term success of the Company will be enhanced by good relations with different internal and external groups. To understand their needs, interest and expectations, the Board has established a range of processes and systems to ensure that there are ongoing two-way communication, control and feedback processes in place with to enable appropriate and timely response.
4) Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board regularly reviews the risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk. The principal risks and uncertainties facing the Company at this stage and in the foreseeable future are detailed in the Risk Factors set out in Part 3 of the Company’s AIM Admission Document which is available at https://ixnetzero.com/investors/ and updated in its annual report and accounts, which will be available on the Company’s website https://ixnetzero.com/investors/.
Maintain a dynamic management framework
5) Maintain the board as a well-functioning, balanced team led by the chair
The Board’s role is to agree to the Company’s long-term direction and strategy and monitor achievement of key milestones against its business objectives. The Board meets formally at least six times a year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic, operational and financial matters.
The Board is comprised of a Chief Executive Officer (Pär Lindström) an independent Non-Executive Chairman (Nicholas Hurd), a Chief Investment Officer (Pär Lindström), a Chief Financial Officer (Dmitri Tsvetkov) and two independent NEDs (Alice Chapple and Patricia McCall). Each Director serves on the Board until the Annual General Meeting following his or her election or appointment. Under the Company’s articles of association all directors are required to submit themselves for re-election every year. The Chief Executive Officer works full time for the Company. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a director. The Board meets regularly throughout the year as deemed appropriate formally and informally, in person, virtually by video conference and by telephone.
The Company keeps under review the constitution of the Board and may seek to add more members as required as the Company grows and develops.
The Board, as a whole, considers the NEDs to be independent of the management team and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board has implemented an effective committee structure to assist in the discharge of its responsibilities. All committees of the Board have written terms of reference dealing with their authority and duties. Membership of the Audit, Remuneration and Nominations Committees is comprised exclusively of Non-Executive Directors.
6) Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board considers the current balance of sector, financial and public market skills and experience which it embodies is appropriate for the size and stage of development of the Company and that the Board has the skills and requisite experience necessary to execute the Company’s strategy and business plan whist also enabling each Director to discharge their fiduciary duties effectively. Biographies for each member of the Board is provided on the Company’s website at https://ixnetzero.com/about-us.
All Directors, through their involvement in other listed companies as well as the Company, including attendance at seminars, forums and industry events and through their memberships of various professional bodies, keep their skill sets up to date.
The Board reviews annually, and when required, the appropriateness of its mix of skills and experience to ensure that it meets the changing needs of the Company.
The Company has a professional Company Secretary in Jersey who, along with other members of management, assists the Chief Executive Officer in preparing for and running effective Board meetings, including the timely dissemination of appropriate information. The Company Secretary provides advice and guidance to the extent required by the Board on the legal and regulatory environment.
7) Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Review of the Company’s progress against the long-term strategy and aims of the business provides a means to measure the effectiveness of the Board. This progress is reviewed in Board meetings held at least six times a year. The Chief Executive Officer’s performance is reviewed once a year by the rest of the Board (or more frequently as the Board may determine) and measured against a definitive list of short, medium and long-term strategic targets set by the Board.
The Company conducts periodic reviews of its Board succession planning protocols which includes an assessment of the number of Board members and relative experience of each Board member vis-a-vis the Company’s requirements given its stage of development, with the goal of having in place an adequate and sufficiently experienced Board at all times.
8) Promote a corporate culture that is based on ethical values and behaviours
The corporate culture of the Company is promoted throughout its employees and is underpinned by compliance with local regulations and the implementation and regular review and enforcement of various policies including a Share Dealing Code, Anti-Corruption and Anti-Bribery Policy, Whistleblowing Policy and Social Media Policy so that all aspects of the Company are run in a robust and responsible way.
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave. The importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this is reflected in all the Company does. Similarly, the Board strongly encourages each of the Company’s investee companies to recognise the importance of sound ethical values and behaviours and adopt similar efforts to ensure that they are reflected in the investee companies’ own corporate cultures. The Company promotes and reinforces its values and behaviours with its investee companies through its deep and regular interactions with them.
9) Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is responsible for setting the vision and strategy for the Company to deliver value to the Company’s shareholders by effectively putting in place its business model.
The roles and responsibility of the Chief Executive Officer, Non-Executive Chairman and other Directors are laid out below:
The Chief Executive Officer’s primary responsibilities are to: implement the Company’s strategy in consultation with the Board; take responsibility for new investment opportunities and existing investments; run the Company on a day-by-day basis; implement the decisions of the Board; monitor, review and manage key risks; act as the Company’s primary spokesman; communicate with external audiences such as investors, analysts and media; be responsible for the administration of all aspects of the Company; oversee the accounting function of all group companies and deal with all matters relating to the independent audit.
The Non-Executive Chairman’s primary responsibilities are to: lead the Board and to ensure the effective working of the Board; in consultation with the Board, ensure good corporate governance and set clear expectations with regards to the Company culture, values and behaviour; set the Board’s agenda and ensure that all Directors are encouraged to participate fully in the decision-making process of the Board and take responsibility for relationships with the Company’s professional advisers and major shareholders.
The NEDs participate in all Board level decisions and play a particular role in the determination and articulation of strategy. The NEDs provide oversight and scrutiny of the performance of the Company’s executive Directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicates and executes the agreed strategy and operates within the risk management framework.
The QCA Code invites companies to consider whether to appoint one of its independent non-executive directors to be the senior independent director. The SID should act as a sounding board and intermediary for the Chair or other board members, as necessary and should be an alternative route of access for Shareholders and other directors who have a concern that cannot be raised through the normal channels. The Company’s SID is Alice Chapple.
The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Board is supported by the Audit, Remuneration and Nomination committees as described below. Whilst not a requirement of the QCA Code, the Company also has an ESG committee.
- The Audit Committee comprises Alice Chapple as Chair and Patricia McCall, both of whom are independent non-executive Directors.
- The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s executive management team and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
- The Audit Committee will normally meet at least three times a year at appropriate times in the reporting and audit cycle.
- The Remuneration Committee comprises Patricia McCall as Chair and Alice Chapple.
- The Remuneration Committee will review the performance of the Company’s executive Directors, the Chair and senior management team and make recommendations to the board on matters relating to their remuneration and terms of service.
- The Remuneration Committee will normally meet at least three times a year.
- The Nomination Committee comprises Nicholas Hurd as Chairman and Alice Chapple.
- The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning.
- The Nomination Committee will meet at least twice a year at appropriate times in the reporting cycle.
- The ESG Committee comprises Nicholas Hurd as Chairman, Pär Lindström and Alice Chapple. It is also expected that certain members of the Company’s Advisory Council may be enlisted to join the ESG Committee.
- The ESG Committee will serve as an advisory adjunct to the Board. Its mission is to authenticate and guide all aspects of the operations and investments of the Company from an ESG perspective.
- The Committee will periodically assess the initiatives of the Company to determine accountability to Company-held and third-party standards adopted by the Company as part of its overall ethos. This periodic assessment will guide internal management planning and resource allocation that assures equity amongst all stakeholders.
- The ESG Committee will meet at least twice a year at appropriate times in the reporting cycle.
10) Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company.
The Company also provides regular updates on the progress of the Company, detailing recent business and strategy developments in news releases which are available on the RNS Announcements section of the Company’s website https://ixnetzero.com/.
The Company’s financial reports can be found on the Reports, Presentations & Publications page of its website https://ixnetzero.com/ . The Company has elected to host its Annual General Meetings (AGMs) in London. The Directors believe hosting the AGM in London will enhance engagement with the Company’s shareholders by making the meeting more accessible.
The Company will also participate in various investor events, including conferences and presentation evenings, at which shareholders can meet with management in person to answer queries, provide information on current developments and to take into consideration shareholder views and suggestions.
The Board is always open to receiving feedback from shareholders. Communications should be directed to email@example.com . The Chief Executive Officer has been appointed to manage the relationship between the Company and its shareholders and will review and report to the Board on any communications received.
This section was last updated on 31 December 2022.