1.00pm on 23 December
2024
Alteration Earth
PLC
(to be renamed Pri0r1ty
Intelligence Group PLC following Admission)
Update re. Reverse Takeover
of Pri0r1ty AI Ltd and Cancellation of the Company's Ordinary
Shares from the Official List and the Main Market and proposed
admission to trading on AIM
Alteration Earth PLC ("ALTE" or the "Company"), a London Stock Exchange
traded special purpose acquisition company, is pleased to announce
a further update on its acquisition of the entire issued share
capital and other securities of Pri0r1ty AI Ltd ("Pri0r1ty"), as previously announced on
27 June 2024, with such acquisition constituting a reserve takeover
under the UK Listing Rules (the "Acquisition"). The Company has now
completed the associated fundraise, as further detailed below, and
an updated Schedule One is now available on the London Stock
Exchange's website. Completion of the Acquisition remains
conditional on the satisfaction of various conditions, including
admission of the Company's entire issued and to be issued share
capital to trading on the AIM market of the London Stock Exchange
("AIM"). Accordingly, the
Company has requested that the Financial Conduct Authority
("FCA") cancels the listing
of the ordinary shares of the Company (the "Shares") on the Official List and to
request the London Stock Exchange to transfer the admission to
trading of the Shares from the main market for listed securities to
AIM (the "Transfer").
As part of the reverse takeover, the
Company has now raised gross proceeds of £855,000 through a placing
and subscription of 6,333,329 Shares at a price of 13.5 pence per
Share (the "Fundraising").
In addition, Daniel Maling, who is proposed to be appointed as a
director and the Chief Financial Officer of the Company with effect
from Admission, and Daniel Gee, a director of Pri0r1ty (and, in the
context of the Company, a proposed person discharging managerial
responsibilities with effect from Admission), have committed within
30 days of Admission to respectively subscribe for Ordinary Shares
(at the Placing Price (as defined below)) amounting to gross
subscription amounts of £15,000 and £35,000 on the same terms as
the Placing.
The Company has applied for the
admission of its issued Shares (as enlarged by the Acquisition and
the Fundraising) to trading on AIM ("Admission"). Transfer and Admission is
expected to take place simultaneously on 30 December
2024.
On Admission the expected market
capitalisation of the Company based on the placing and subscription
price of 13.5 pence per share (the "Placing Price") is approximately £13
million.
Background to Pri0r1ty
Pri0r1ty is an Artificial
Intelligence driven, data powered Software as a Service (SaaS)
solution that aims to help businesses at various stages of their
journey by creating efficiency through technology. The objective is
to assist mainly SMEs by providing a combination of services
derived from deep learning, data architecture and AI
models.
Pri0r1ty has built a digital agent
for automated business processes, whose underlying technology is
Pri0r1ty Advisor, a bespoke AI-powered advisory bot that uses Deep
Learning and can engage investors, customers or stakeholders either
on a website, Instant Messenger (IM) or email server. Pri0r1ty will
collect data on customer interactions to enrich the language model
and build community interest maps that power content creation and
additional support services.
Pri0r1ty Advisor is a smaller Large
Language Model built solely on training data for a specific
business user. This model can be used by businesses to engage
stakeholders, drive efficiency and collect consumer data. Pri0r1ty
aims to have multiple product lines in four different product
verticals: corporate governance, financing, brand management and
marketing; each service will be driven by a custom artificial
intelligence GPT bot that is built and trained specifically for
each customer.
Transfer and Admission
It is anticipated that the Transfer
will become effective from 8:00 a.m. (London time) on 30 December
2024, such that the last day of listing of the Shares on the
Official List (ISIN GB00BPVD4J91) shall be 27 December
2024.
Admission is expected to take place
and dealings in the Shares are expected to commence on AIM at 8:00
a.m. on 30 December 2024.
Any change to the times and dates
mentioned above will be notified to shareholders by an announcement
through a Regulatory Information Service.
An AIM Admission Document will be
available on the Company's website www.altearthplc.com
shortly before Admission. With effect from
Admission, the Company's website will be www.pri0r1ty.com.
Beaumont Cornish Limited will be
appointed Nominated Adviser and Allenby Capital Limited Nominated
Broker to the Company upon Admission.
This announcement contains inside
information for the purposes of Article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).
For further information, please
visit www.altearthplc.com or
contact:
Alteration Earth PLC
Matthew Beardmore
Director
Tel: +44 (0)20 4501
8549
Email: info@altearthplc.com
PR
Advisers to Pri0r1ty:
Camarco - Marc Cohen, Emily
Hall
Pri0r1ty@camarco.co.uk
+44 7741 052 506
+44 7817 304 939
