TIDMALTE
RNS Number : 8894H
Alteration Earth PLC
01 August 2023
This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English law by virtue of the European (Withdrawal)
Act 2018, as amended. On publication of this announcement via a
Regulatory Information Service, this information is considered to
be in the public domain.
1 August 2023
Alteration Earth PLC (the "Company" or "ALTE")
Heads of Terms signed
Proposed Acquisition and Suspension of Listing
Alteration Earth PLC (the "Company") is pleased to announce
that, on 31 July 2023, it entered into non-binding heads of terms
to acquire the entire issued share capital of Verdant Earth
Technologies Limited, a limited liability company in the renewable
energy sector incorporated in Australia ("Verdant") in
consideration for an issue of new shares in the Company (the
"Proposed Acquisition"). The Proposed Acquisition is subject to
legal, financial and other due diligence and entry into a legally
binding share purchase agreement ("SPA"). As no binding agreement
has yet been reached, the Company cannot guarantee that the
Proposed Acquisition will proceed to completion.
About Verdant
Verdant is a green energy solutions company, with a particular
focus on modern, sustainable biomass technologies. Its goal is to
develop a network of renewable energy projects to assist in the
decarbonisation of energy grids globally.
Verdant's flagship project is the Redbank Power Station, a 151
MW decommissioned baseload power generation plant located in New
South Wales, Australia ("NSW") with plans currently in place to
recommission to run on sustainable biomass. When restarted, Redbank
has the capacity to output circa 1,000,000 MWh per annum, enough to
power approximately 200,000 homes in NSW. Redbank is currently
progressing through the approvals process with the NSW government
and Verdant's management forecast first generation in Q4 2024.
Following the restart of Redbank, Verdant has plans to meet the
growing need for renewable power through the roll-out of multiple
plants averaging 80 MW each in eastern Australia and it is
currently evaluating opportunities to replicate the model in the UK
and Europe.
Background to the Proposed Acquisition
The Company was established as a 'special purpose acquisition
company' with the objective of acquiring a company, business,
project or asset in the clean technology and/or clean energy
sectors, as outlined in its prospectus published on 17 June 2022, a
copy of which can be found on the Company's website at the
following link: https://altearthplc.com/publications/ .
The Proposed Acquisition is in line with the Company's
acquisition strategy.
The Company yesterday entered non-binding heads of terms for the
acquisition of 100% of the issued share capital of Verdant. The
proposed transaction value is GBP125 million (the "Purchase
Price"). The Purchase Price, which shall be finalised subject to
the completion of due diligence and agreement between the parties
of the valuation of the enlarged group, shall be satisfied by the
issue of new ordinary shares in the capital of the Company.
The Proposed Acquisition, if completed, will be accompanied by a
placing of new shares by the Company to raise equity capital (the
"Placing") to fund the working capital requirements of the enlarged
group, details of which will be announced in due course. The
Proposed Acquisition, if completed, will result in the shareholders
of Verdant having a majority interest in the enlarged group.
On completion of the Proposed Acquisition, it is the Company's
intention to seek admission of its ordinary share capital, as
enlarged following Completion and pursuant to the Placing, to the
Standard Segment of the Official List of the Financial Conduct
Authority (the "FCA") and to trading on the Main Market of the
London Stock Exchange (together, "Admission").
The Proposed Acquisition is conditional on, amongst other
things:
-- obtaining the necessary regulatory approvals of the FCA;
-- the satisfactory completion, by each of the parties, of
legal, financial and commercial due diligence;
-- the parties agreeing, signing and exchanging a legally binding SPA;
-- the Placing; and
-- Admission.
It is currently expected that should the Proposed Acquisition
proceed, the prospectus will be published, and the Proposed
Acquisition will complete, during Q4 2023.
The Company has engaged certain advisers, and will engage other
professionals, to rapidly progress the requisite due diligence and
the preparation of transaction documentation including the SPA and
the prospectus.
At this stage, there can be no guarantee that the Proposed
Acquisition will complete nor as to the final terms of the Proposed
Acquisition. Further announcements and updates will be made in due
course.
Suspension of Listing
The Proposed Acquisition, if completed, would constitute a
reverse takeover under the Listing Rules. As the Company is
currently unable to provide full disclosure under Listing Rule
5.6.15, it has requested from the FCA, and been granted, a
suspension of listing in its shares with immediate effect pending
either the issue of an announcement providing further details on
the Proposed Acquisition, the publication of a prospectus, or an
announcement that the Proposed Acquisition is not proceeding. Any
restoration of the listing is subject to the approval of the
FCA.
There can be no certainty that the Proposed Acquisition will
take place and it remains subject, amongst other things, to final
terms being agreed.
Further announcements and updates will be made in due
course.
Matthew Beardmore, Director of ALTE, commented:
"This is a very exciting opportunity to bring an asset backed,
renewable energy business with a clear, scalable, and deliverable
growth plan to the public markets. The Verdant business aligns
perfectly with ALTE's ambition to change the way we use earth's
resources for the better."
"We look forward to closing the transactional elements and then
supporting Verdant with its plans to deliver the business model in
multiple countries and jurisdictions."
Richard Poole, CEO of Verdant Earth Technologies, stated:
"Global energy grids are in turmoil as they adapt to the
introduction of intermittent renewable energy coupled with the
retirement of baseload fossil fuels. Verdant's modern leading
approach to bioenergy to deliver projects with negative CO(2)
profiles with long term carbon sinks and net zero, 24/7
dispatchable power (the "Verdant System") provides an exciting
green solution and alternative to fossil fuel baseload power
ensuring that the lights stay on."
"We're excited to begin the next chapter of our development with
the impending restart of Redbank and the opportunity to
aggressively grow by replicating our Verdant System, negative CO(2)
profile modern bioenergy strategy globally. The proposed
transaction with ALTE reflects our shared vision to bring to market
new reliable renewable energy infrastructure to address future
global energy needs."
Enquiries
For further information, please visit www.altearthplc.com or
contact:
Alteration Earth PLC
Matthew Beardmore
Director
T: +44 (0)20 4501 8549
Email: info@altearthplc.com
FORWARD-LOOKING STATEMENTS. This announcement contains
forward-looking statements which reflect the Company's or, as
appropriate, the Directors' current views, interpretations, beliefs
or expectations with respect to the Company's financial
performance, business strategy and plans and objectives of
management for future operations. These statements include
forward-looking statements both with respect to the Company and the
sector and industry in which the Company proposes to operate.
Statements which include the words "expects", "intends", "plans",
"believes", "projects", "anticipates", "will", "targets", "aims",
"may", "would", "could", "continue", "estimate", "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties because they relate to
events that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. Accordingly,
there are or will be important factors that could cause the
Company's actual results, prospects and performance to differ
materially from those indicated in these statements. In addition,
even if the Company's actual results, prospects and performance are
consistent with the forward-looking statements contained in this
announcement, those results may not be indicative of results in
subsequent periods. These forward-looking statements speak only as
of the date of this announcement. Subject to any obligations under
the Prospectus Rules, the UK retained version of the Market Abuse
Regulation (596/2014), the Listing Rules and the Disclosure
Guidance and Transparency Rules and except as required by the FCA,
the London Stock Exchange, The City Code on Takeovers and Mergers
or applicable law and regulations, the Company undertakes no
obligation publicly to update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise. All subsequent written and oral
forward-looking statements attributable to the Company or
individuals acting on behalf of the Company are expressly qualified
in their entirety by this paragraph. The information contained in
this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its
accuracy, fairness or completeness.
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END
ACQPBMRTMTBMMRJ
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August 01, 2023 03:21 ET (07:21 GMT)
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