TIDMPNPL
RNS Number : 1955X
Pineapple Power Corporation PLC
24 April 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.
24 April 2023
Pineapple Power Corporation PLC (the "Company" or "Pineapple
Power")
Heads of Terms signed
Proposed Reverse Takeover of Element-2 Limited
Suspension of Listing
The Company is pleased to announce that as of 21 April 2023 it
has entered into a non-binding heads of terms with Element 2
Limited ("E-2" or "Element 2"), based in Yorkshire in the United
Kingdom, to acquire 100% of the outstanding shares in E-2 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 Element 2
Element 2 is the UK's leading hydrogen refuelling business. The
company works closely with vehicle manufacturers, transport
operators and fleet owners to identify and develop hydrogen
refuelling sites and provide a regular supply of fuel cell grade
hydrogen.
Element 2 is investing in prime locations across the UK and
Ireland. The company already has established strategic hydrogen
refuelling sites along critical haulage routes across the country.
Element 2 is operating at five refuelling locations across the UK
and is in the process of building two permanent refuelling stations
along the M6 and A1(M) motorways, presently.
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 is in line with the Company's
acquisition strategy.
The Proposed Acquisition
Following recent discussions, on 21 April, 2023 Pineapple Power
entered into non-binding heads of terms with E-2 for the
acquisition of 100% of the issued share capital of Element 2 for a
consideration of GBP120 million, to be satisfied by the allotment
and issue of new ordinary shares in Pineapple Power to the
shareholders of E-2. 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 Element
2.
On completion of the Proposed Acquisition, it is the Company's
intention is to seek admission of its ordinary share capital, as
enlarged following completion of the Proposed Acquisition and
related financing, to 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 Element 2 will form a majority of the board of the Company; and
-- the shareholders of Element 2 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;
-- Admission;
-- the raising of an appropriate amount of new equity funds by the Company;
-- the Takeover Panel waiving any obligation the E-2
shareholders (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, E-2 and the Proposed Acquisition,
amongst other things. It is currently expected that should the
Proposed Acquisition proceed, the prospectus will be published, and
the Proposed Acquisition will complete, during H2 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 sale and
purchase agreement 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 Financial Conduct Authority, 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 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.
Further announcements and updates will be made in due
course.
Claudio Morandi, Chairman of Pineapple Power, commented:
"We are delighted to have agreed a heads of terms on this
potential acquisition. During the past few months, we have reviewed
numerous projects and believe the Proposed Acquisition meets our
stated objective of identifying a potentially extremely valuable
entity involved in the renewable energy sector and clean and green
technologies."
Dr Graham Cooley, M&A Advisor to Pineapple Power,
stated:
"In the UK, heavy-duty road transport will have a critical role
to play in our country's decarbonisation goals. Transport accounts
for around one-fifth of global CO emissions of which 20% comes from
trucks carrying freight. McKinsey and the Hydrogen Council believe
the most competitive use of hydrogen lies in decarbonising trucks.
Vehicles using batteries or hydrogen fuel cells instead of diesel
engines will need to make up most of new truck sales by 2040 under
government plans to reduce CO2 emissions from medium and heavy-duty
vehicles. As these sales build in the coming years, it becomes
imperative that the refuelling infrastructure necessary to service
this growing demand needs to be implemented, commencing
immediately."
Clive de Larrabeiti, Corporate Finance Advisor of Pineapple
Power Corporation, stated:
"We are delighted to have identified such a high-quality
acquisition. We look forward to completing this transformative
transaction and returning to the market as soon as possible."
Tim Harper, CEO of Element 2, stated:
"Element 2 has been generating rapidly growing revenues for over
two years as we have consistently delivered for our customers. We
secure hydrogen, transport it to refuelling locations, provide
refuelling infrastructure, and deliver the regular supply of fuel
cell grade hydrogen needed to accelerate commercial fleets' net
zero strategies.
We are playing a critical role in the UK's energy transition,
and the transaction with Pineapple Power will provide an expressway
to capital infusion, powering a significant expansion of our
network of hydrogen refuelling stations and propelling our growth
trajectory to new heights. Our goal is to make UK road transport a
global decarbonisation success story - supplying hydrogen for all
vehicle types, including HGVs, vans, buses, refuse vehicles and
cars."
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
Axis Capital Markets
Richard Hutchison
rh@axcap247.com +44 203 026 0320
-------------------
Media Relations
David Burton
Total Market Solutions
davidburton.tms@gmail.com
This announcement has been issued by and is the sole
responsibility of Pineapple Power.
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 Element-2's website (or
any other website) nor the content of any website accessible from
hyperlinks on the Company's or Element 2's website (or any other
website) is incorporated into, or forms part of, this
announcement.
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END
ACQSEISMLEDSELL
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April 24, 2023 03:00 ET (07:00 GMT)
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