Zenova enters non-binding heads of terms for possible reverse takeover

Zenova Group PLC on Thursday reported the suspension of trading of its shares on London’s AIM market, as it said it has entered a non-binding heads of terms to acquire Restoreo International Ltd.

The Essex-based fire suppression and interdiction solutions company said the potential acquisition of Derby, England-based Restoreo would constitute a reverse takeover of Zenova under AIM rule 14.

Zenova said the suspension from London’s junior market owed to the size and scope of the transaction relative to its existing business.

Restoreo is a recently formed UK business, with certified products and intellectual property in the insulation materials industry.

Discussing the transaction rationale, Zenova noted attractive opportunities for the combined entity in energy efficiency improvements, bolstered by various initiatives to improve building efficiency standards.

Through leveraging Restoreo’s capital, existing IP and distribution capabilities alongside its own technology, IP and manufacturing infrastructure, Zenova expects to ‘drive international growth through a combined product portfolio.’

The potential transaction is dependent on approval from the British Board of Agrement, with Zenova adding that it believes the chances of market acceptance ‘significantly increase’ with BBA approval for its IP range and Restoreo’s product as a combined solution.

Shareholders will be required to approve the potential acquisition at a general meeting. Zenova plans to share a meeting date and full details of the deal once binding contracts have been entered and an admission document published.

The deal remains subject to due diligence, the securing of funding and other ‘material considerations’, Zenova noted, adding that there is no certainty of the transaction’s completion or timing.

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