0001104659-24-003530.txt : 20240112 0001104659-24-003530.hdr.sgml : 20240112 20240112083036 ACCESSION NUMBER: 0001104659-24-003530 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240112 FILED AS OF DATE: 20240112 DATE AS OF CHANGE: 20240112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vast Renewables Ltd CENTRAL INDEX KEY: 0001964630 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41891 FILM NUMBER: 24530650 BUSINESS ADDRESS: STREET 1: 226-230 LIVERPOOL STREET CITY: DARLINGHURST, NSW STATE: C3 ZIP: 2010 BUSINESS PHONE: 61-0419619294 MAIL ADDRESS: STREET 1: 226-230 LIVERPOOL STREET CITY: DARLINGHURST, NSW STATE: C3 ZIP: 2010 FORMER COMPANY: FORMER CONFORMED NAME: Vast Solar Pty Ltd DATE OF NAME CHANGE: 20230203 6-K 1 tm243219d1_6k.htm FORM 6-K

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of January 2024 

Commission File Number: 001-41891

 

Vast Renewables Limited 

(Translation of registrant’s name into English)

 

226-230 Liverpool Street, 

Darlinghurst, NSW 2010, 

Australia 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

Appointment of New Directors

 

On January 10, 2023, the board of directors (the “Board”) of Vast Renewables Limited (the “Company”) approved and confirmed the appointment of Peter Botten as non-executive director and chairman of the Board and Thomas Quinn as a non-executive director.

 

Mr. Botten was designated as a Class III director, with an initial term expiring at the Company’s third annual general meeting following his appointment. Mr. Botten’s compensation for his services as chairman will be consistent with the terms of the Company’s director renumeration policy.

 

Mr. Botten is a distinguished ex-Chief Executive and internationally recognized business leader, with over 40 years of experience in the resources sector. With an illustrious career, including over 26 years as Managing Director of the international energy company Oil Search, Mr. Botten was one of the longest-serving Chief Executives on the Australian Stock Exchange. During his tenure at Oil Search from 1993 to 2020, the company underwent a remarkable transformation, evolving from a team of seven employees with a market capitalization of approximately $200 million into an industry powerhouse. Under Mr. Botten’s visionary leadership, Oil Search achieved unprecedented growth to a workforce of over 3,000 employees and a market capitalization of an impressive $15 billion. Mr. Botten has been Deputy Chair of the Board of Directors of Karoon Energy Ltd since May 2023 and a non-executive director since October 2020, Chair of the Board of Directors of Aurelia Metals Ltd since October 2021 and Chair of the Board of Directors of Conrad Energy (Asia) since September 2022. Mr. Botten served as a non-executive director of AGL Energy LTD from October 2016 to July 2023 and served as Chair of the Board of Directors from April 2021 to July 2023. Mr. Botten holds a Bachelor of Science ARSM from Imperial College of Science and Technology, London University, Royal School of Mines.

 

There are no family relationships between Mr. Botten and any other employees of the Company or members of the Board. There are no arrangements or understandings between Mr. Botten and any other persons pursuant to which Mr. Botten was appointed as a director, and there are no related-party transactions in which Mr. Botten has an interest requiring disclosure.

 

Mr. Quinn was designated as a Class II director, with an initial term expiring at the Company’s second annual general meeting following his appointment. Mr. Quinn’s compensation for his services as a non-executive director will be consistent with the terms of the Company’s director renumeration policy.

 

Mr. Quinn has served as President of AREEA – Australian Resources & Energy Employer Association since 2017 and as Deputy Chair of St Vincent de Paul Society Victoria since 2021. Mr. Quinn has extensive C-suite experience across international and Australian engineering, construction and maintenance enterprises in multiple sectors including infrastructure, energy, resources, industrial and social services sectors with full P&L accountability in leading global publicly-listed service companies. Mr. Quinn’s track record of inclusive, accountable leadership has delivered sustainable financial results, cultural and strategic growth through acquisition and organic means in major diversified Australian, European, North American, and Asian businesses. Mr. Quinn also brings global project delivery expertise from 30+ years leading projects and businesses for some of the world’s leading engineering construction companies, including Fluor Corporation, Aker Solutions ASA (f/k/a Aker Kvaerner) and Jacobs Solutions Inc. Mr. Quinn was Executive Advisor on Macquarie Capital’s multi-billion dollar APAC infrastructure, digital and energy team from 2022 until March 2023. From 2016 to 2021, Mr. Quinn was Managing Director and Chief Executive Officer for Broadspectrum (acquired by Venetia in 2020), an AUD 3 billion, 15,000 person business that provided infrastructure maintenance services. From 2002 to 2016, Mr. Quinn worked for Aker Kvaerner and then Jacobs Solutions, ultimately serving as Group Vice President North American Upstream & Midstream / GVP Asia Pacific / Managing Director Australia & New Zealand. From 1987 to 2001, Mr. Quinn worked for Fluor where he was Director, General Manager and Major Project Manager at the time of his departure. Mr. Quinn is a fellow of the Institution of Engineers, Australia (IEAust), the Australian Institute of Mining & Metallurgy (AusIMM) and the Australian Institute of Company Directors (AICD). Mr. Quinn received a Bachelor of Science, Mechanical Engineering (Hons) from Monash University and an Executive MBA from Monash University / Mt. Eliza Business School.

 

 

 

There are no family relationships between Mr. Quinn and any other employees of the Company or members of the Board. There are no arrangements or understandings between Mr. Quinn and any other persons pursuant to which Mr. Quinn was appointed as a director, and there are no related-party transactions in which Mr. Quinn has an interest requiring disclosure.

 

On January 12, 2024, the Company issued a press release announcing the aforementioned appointment of Peter Botten and Thomas Quinn to the Board, a copy of which is furnished as Exhibit 99.1 to this Report.

 

Forward-Looking Statements

 

The information included in this report, in any exhibits attached hereto and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the business combination (the “Business Combination”) between the Company and Nabors Energy Transition Corp. (“NETC”), the benefits of the Business Combination and Vast’s future financial performance following the Business Combination, as well as Vast's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “project,” “should,” “will,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Vast management’s current expectations and assumptions, whether or not identified in such communications, about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Vast disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Vast cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Vast. These risks include, but are not limited to, general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to recognize the anticipated benefits of the Business Combination; costs related to the Business Combination; Vast’s ability to manage growth; Vast’s ability to execute its business plan, including the completion of the Port Augusta project, at all or in a timely manner and meet its projections; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vast or NETC, including in relation to the Business Combination; changes in applicable laws or regulations and general economic and market conditions impacting demand for Vast’s products and services. Additional risks are set forth in the section titled "Risk Factors" in the final prospectus, dated November 22, 2023, as supplemented, and other documents filed, or to be filed with the SEC by Vast. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Vast’s expectations can be found in Vast’s periodic filings with the SEC. Vast’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

 

 

 

EXHIBIT LIST

 

Exhibit Description
   
99.1 Press release dated January 12, 2024

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Vast Renewables Limited
   
Date: January 12, 2024  
By: /s/ Craig Wood 
  Name: Craig Wood 
  Title: Chief Executive Officer

 

 

EX-99.1 2 tm243219d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Vast Announces Appointment of Two Additional Directors to its Recently Expanded Board of Directors

 

Sydney & Houston, 12 January 2024 - Vast Renewables Limited (Vast) (Nasdaq: VSTE), a renewable energy company specializing in concentrated solar thermal power (“CSP”) energy systems that generate zero-carbon, utility-scale electricity and industrial process heat, today announced the appointment of two additional directors, Peter Botten and Tom Quinn.

 

The appointment of Mr. Botten and Mr. Quinn, as well as the appointments made last month in connection with the closing of Vast’s business combination with Nabors Energy Transition Corp., underscore Vast’s dedication to high standards of corporate governance and strategic oversight.

 

Vast’s board of directors is comprised of esteemed professionals who bring a wealth of experience with listed firms in the U.S. and Australia, as well as deep expertise in the global energy industry. The board will play a pivotal role in shaping the company’s direction, ensuring it remains at the forefront of renewable energy technology, continuing to deliver value to its shareholders, employees, customers and the communities in which it operates.

 

The board now comprises:

 

Peter Botten (Chairman): Mr. Botten is a distinguished ex-Chief Executive and internationally recognized business leader, with over 40 years of experience in the resources sector. With an illustrious career, including over 26 years as Managing Director of the international energy company Oil Search, Mr. Botten was one of the longest-serving Chief Executives on the Australian Stock Exchange.

 

Craig Wood: Mr. Wood is the CEO of Vast. He brings a wealth of experience, with a background in finance and investment, and leadership positions in industrial and manufacturing organizations. His diverse career has spanned key locations including Sydney, New York, London and Perth with notable roles at Archer Capital, Lehman Brothers, Clough Engineering and Brownes Dairy. Mr. Wood’s visionary leadership has been instrumental in Vast’s success in revolutionizing the CSP landscape.

 

Colleen Calhoun: Ms. Calhoun currently serves as a director of Quaise Energy, Via Separations and Nabors Transition Corporation II (NYSE: NETD). Ms. Calhoun’s diverse experience encompasses leading complex project and structured finance transactions, heading the marketing and strategy team for General Electric’s Power and Water business, and investing venture capital across the energy value chain.

 

Tom Quinn: Mr. Quinn is an established energy transition leader whose track record of inclusive, accountable leadership has delivered sustainable growth in major diversified Australian, European, North American, and Asian businesses. Mr. Quinn brings to the Vast board C-Suite global expertise in engineering, construction and maintenance enterprises in infrastructure, energy, resources, industrial and social services sectors.

 

William Restrepo: Mr. Restrepo is the CFO of Nabors Industries Inc. He has extensive US and global expertise in corporate finance, tax, capital markets, strategic planning and M&A, and operational experience in several international markets. He has held CFO positions at Smith International and Pacific Drilling, following a 20-year career at Schlumberger. Mr. Restrepo currently serves on the boards of directors for Quaise Energy, Sage Geosystems and UCAP Maxwell. He has also served on the boards of Reelwell AS, SANAD - Saudi Aramco Nabors Drilling, C&J Energy Services, Probe Technologies and Platinum Energy Solutions.

 

 

 

 

 

 

Colin Richardson: Mr. Richardson is the Chairman of MA Money. He sits on various investment committees for funds managed by MA Financial Group and holds positions on the boards of various Twynam Group companies. Mr. Richardson's distinguished investment banking career includes previous roles as Managing Director at Rothschild, Managing Director and Head of M&A for Australia and New Zealand at Citigroup and Managing Director in M&A at Deutsche Bank.

 

John Yearwood: Mr. Yearwood currently holds positions on the boards of directors for several prominent companies including Nabors Industries Inc and Technip FMC. He has a notable history of board service, having previously been a member of the boards of Barra Energia, Sabine Oil & Gas LLC, Premium Oilfield Services LLC, and Dixie Electric LLC. Mr. Yearwood also served as the Chief Executive Officer, President and Chief Operating Officer of Smith International, Inc.

 

Craig Wood CEO of Vast said, "We are incredibly excited to welcome our new board members. Their collective expertise and leadership capabilities align perfectly with Vast’s vision and goals for the future. We look forward to achieving new milestones under their guidance.”

 

“Our new board is a vote of confidence in Vast and our proprietary CSP v.3.0 technology, which will help decarbonize electricity and industry, as well as the shipping and aviation industries through the production of green fuels.”

 

Peter Botten, Chairman of Vast, said “I am delighted to lead the board of such an innovative and forward-looking company. With its development of utility-scale CSP projects in Australia and pipeline of projects around the world, Vast has the potential to revolutionize the energy sector with utility-scale, zero carbon dispatchable heat, power and green fuels.”

 

About Vast

 

Vast is a renewable energy company that has CSP systems to generate, store, and dispatch carbon-free, utility-scale electricity, industrial heat, and to enable the production of green fuels. Vast’s CSP v3.0 approach to cSp utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products.

 

On December 19, 2023, Vast listed on the Nasdaq under the ticker symbol “VSTE”, while remaining headquartered in Australia.

 

Visit www.vast.energy for more information.

 

Contacts

 

For Investors: Caldwell Bailey ICR, Inc. VastIR@icrinc.com

 

For US media: Matt Dallas ICR, Inc. VastPR@icrinc.com

 

 

 

 

 

 

For Australian media: 

Nick Albrow 

Wilkinson Butler 

nick@wilkinsonbutler.com

 

Forward-Looking Statements

 

The information included herein and in any oral statements made in connection herewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the Business Combination, the benefits of the Business Combination and Vast's future financial performance following the Business Combination, as well as Vast's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words "could," "should," “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward looking statements are based on Vast management’s current expectations and assumptions, whether or not identified in this press release, about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Vast disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Vast cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Vast. These risks include, but are not limited to, general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to recognize the anticipated benefits of the Business Combination; costs related to the Business Combination; Vast’s ability to manage growth; Vast’s ability to execute its business plan, including the completion of the Port Augusta project, at all or in a timely manner and meet its projections; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vast or NETC, including in relation to the Business Combination; changes in applicable laws or regulations and general economic and market conditions impacting demand for Vast’s products and services. Additional risks are set forth in the section titled "Risk Factors" in the final prospectus, dated November 22, 2023, as supplemented, and other documents filed, or to be filed with the SEC by Vast. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Vast’s expectations can be found in Vast’s periodic filings with the SEC. Vast’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

 

 

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