TIDMPNPL
RNS Number : 4139S
Pineapple Power Corporation PLC
06 November 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.
November 6, 2023
Pineapple Power Corporation PLC (the "Company" or "Pineapple
Power")
Heads of Terms signed
Proposed Reverse Takeover of Ilios Hydrogen Canada Limited
Suspension of Listing
The Company is pleased to announce that as of November 3, 2023
it has entered into a non-binding heads of terms with Ilios
Hydrogen Canada Limited ("Ilios" or "Ilios Hydrogen"), based in
Vancouver, B.C., Canada, to acquire 100% of the outstanding shares
in Ilios in an all-share transaction, subject to legal, financial
and other due diligence and entry into a legally binding sale and
purchase agreement (the "Proposed Acquisition"). As no binding
agreement has yet been reached, the Company cannot guarantee that
the Proposed Acquisition will complete.
About Ilios Hydrogen
Illios Hydrogen is a privately held, Canadian based,
international developer of green hydrogen production plants with an
existing portfolio of five sites being developed in Italy and other
development activities in Canada, with a pipeline of additional
international sites already identified for further expansion,
including in the United Kingdom. Led by highly regarded industry
leaders in the alternative energy sector with a strong track
record, llios is an early entrant in the green hydrogen sector with
a distinct advantage, having secured several valuable sites. The
high ROI plants being developed will utilise proven technology that
will initially produce a carbon-neutral supply of 20MW per plant in
Italy, and will be modular, allowing for expansion to a maximum
capacity of 100MW per site. The Company seeks to build and operate
its production plants or alternatively may monetize the developed
sites, producing significant near-term cash flows. As a major
producer, the Company will also be well positioned to enter the
emerging green hydrogen trading market, expand into distribution,
and benefit from government incentives, creating additional
upside.
Further Information can be found here -
https://www.ilioshydrogen.com/
Background to the Proposed Acquisition
Pineapple Power was formed as a "cash shell" with a specific
focus on acquisitions in the clean and renewable energy sectors, as
outlined in its prospectus published on 21 December 2020 (the
"Prospectus"), which can be found on the Company's website -
https://www.pineapple-powercorp.com/investors/
The Proposed Acquisition
Following recent discussions, on November 3, 2023 Pineapple
Power entered into non-binding heads of terms with Ilios Hydrogen
for the acquisition of 100% of the issued share capital of Ilios
Hydrogen for a consideration of GBP33 million, to be satisfied by
the allotment and issue to the shareholders of Ilios new ordinary
shares in Pineapple Power. It is envisaged that, in conjunction
with the Proposed Acquisition, there will be an equity financing to
fund future investment and working capital requirements of
Ilios.
On completion of the Proposed Acquisition, it is the Company's
intention is to seek re-admission to trading on the Standard
Segment of the Official List of the Financial Conduct Authority
("FCA") and to trading on the Main Market of the London Stock
Exchange (together, "Admission"). It is anticipated that, following
completion of the Proposed Acquisition:
-- the current directors of Ilios will form a majority of the board of the Company; and
-- the sellers of Ilios will become majority shareholders of the enlarged Company.
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 to the
transaction, of legal, financial and commercial due diligence;
-- the parties agreeing, signing and exchanging a legally
binding share sale and purchase agreement;
-- the admission of the enlarged share capital of the Company to
trading on the Standard market segment of the London Stock
Exchange;
-- the raising of an appropriate amount of new equity funds by the Company;
-- the Takeover Panel waiving any obligation the Ilios sellers
(and any persons acting in concert with them) might otherwise incur
under Rule 9 of the City Code by virtue the issue to them of
consideration shares (the "Rule 9 Waiver"); and
-- the passing of necessary resolutions to approve the Proposed
Acquisition (including the Rule 9 Waiver) by the shareholders of
the Company at a duly convened general meeting (the "General
Meeting").
In order to effect Admission, obtain the Rule 9 Waiver and to
convene the General Meeting, the Company is required to publish a
prospectus, to be approved by the FCA, which will include relevant
details relating to the Company, Ilios and the Proposed
Acquisition, amongst other things. It is currently expected that
should the Proposed Transaction proceed, the prospectus will be
published, and the Proposed Acquisition will complete, during Q2
2024.
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 sale and
purchase agreement and the prospectus.
At this stage, there can be no guarantee that the Proposed
Transaction will complete nor as to the final terms of the Proposed
Transaction. Further announcements and updates will be made in due
course.
Continuation of Suspension of Listing
The Proposed Acquisition, if completed, would constitute a
reverse takeover under the Listing Rules. The listing of the
Company's ordinary shares on the Standard segment of the FCA's
Official List was suspended on 24 April 2023. As the Company is
currently unable to provide full disclosure on Ilios Hydrogen under
Listing Rule 5.6.15G, it has requested from the Financial Conduct
Authority, and been granted, a continuation of the current
suspension of listing in its shares 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 Financial Conduct
Authority.
There can be no certainty that the Proposed Acquisition will
take place and it remains subject, amongst other things, to final
terms being agreed.
Pineapple Power Corporation PLC is also pleased to announce the
appointment of Oberon Capital as the Company's joint broker with
immediate effect. Oberon Capital is a trading name of Oberon
Investments Limited.
Further announcements and updates will be made in due
course.
Pineapple Power Corporation PLC
Claudio Morandi - Director +44 203 039 3913
Clive de Larrabeiti
Corporate Finance Advisor
clive.d.l@pineapple-powercorp.com +44 797 317 7973
-------------------
Joint Corporate Broker
Peterhouse Capital
Charles Goodfellow
cg@peterhousecap.com
+44 207 220 9791
Joint Corporate Broker
Oberon Capital
Nick Lovering
nicklovering@oberoninvestments.com +44 203 179 5355
-------------------
Media Relations
David Burton
Total Market Solutions
davidburton.tms@gmail.com
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, or vote in any manner, any securities
pursuant to this announcement or otherwise. The distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "intends", "estimates", "plans",
"assumes" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. In addition, from time to time, the
Company or its representatives have made or may make
forward-looking statements orally or in writing. Furthermore, such
forward-looking statements may be included in, but are not limited
to, press releases or oral statements made by or with the approval
of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events
or results may differ materially from those expressed in or implied
by these statements as a result of risks and
uncertainties facing the Company and its subsidiaries. Many of
these risks and uncertainties relate to factors that are beyond the
Company's ability to control or estimate precisely, such as changes
in taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
Neither the content of the Company's or Ilios Hydrogen's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's or Ilios Hydrogen's website (or
any other website) is incorporated into, or forms part of, this
announcement.
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END
ACQUVSWROAUARAA
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