REG - AIM - Schedule One - Pri0r1ty Intelligence Group PLC

NZXAnnouncement

10/12/2024 08:00

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RNS Number : 4021P  AIM  10 December 2024

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Alteration Earth PLC {to be renamed Pri0r1ty Intelligence Group PLC on
 Admission}  ("PR1" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered Office:

c/o Keystone Law

 48 Chancery Lane

 London

 WC2A 1JF

Business address:

28 Austin Friars

 EC2N 2QQ

 London

 United Kingdom

 
 COUNTRY OF INCORPORATION:

 United Kingdom

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 https://pri0r1ty.com/ (https://pri0r1ty.com/)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Alteration Earth Plc is currently a Main Market special purpose acquisition
 company listed in the Equity Shares (Transition) category of the Official
 List, which is seeking admission of its ordinary shares to trading on AIM in
 conjunction with the acquisition of Pri0r1ty AI Ltd ("Pri0r1ty AI" or "PAI"),
 a UK based artificial intelligence SaaS company.

 Pri0r1ty AI has developed an artificial intelligence (AI) driven, data powered
 Software as a Service (SaaS) solution that aims to assist, primarily, SMEs by
 providing a combination of services derived from deep learning, data
 architecture and AI models.

 Pri0r1ty AI has built a technology platform, Priority Advisor, based on a
 bespoke AI-powered advisory bot that uses deep learning and can engage
 investors, customers or stakeholders either on a website, IM or email server.
 The company collects data on customer interactions through Priority Advisor to
 enrich the language model and build community interest maps that power content
 creation and additional support services. This can then be used to assist in
 IR/ PR activities by clients.

 Pri0r1ty AI has multiple product lines in four different verticals:
 governance, financing, brand management and marketing; each product will be
 driven by Priority Advisor. PAI has begun to sign up its first customers in Q4
 2024 having undertaken several successful product trials in H1 2024.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of £0.003 each ("Shares") for which Admission is
 being sought: to be confirmed

 The Shares are and will remain freely transferable and have no restrictions as
 to transfer placed on them.

 The issue price of the new Shares: to be confirmed

 No Shares are or will be held in treasury.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: to be confirmed

 Anticipated market capitalisation on Admission: to be confirmed

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 To be confirmed

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 N/A

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):
 Current Directors:

 Matthew Paul Beardmore (Non-Executive Chairman)

 Martin David Samworth* (Non-Executive Director)

 Proposed Directors from Admission:

 Matthew Paul Beardmore (Non-Executive Chairman)

 James Daniel Sheehan (Chief Executive Officer)

 Daniel John Shilton Maling (Chief Financial Officer)

 Philip Adler (Independent Non-Executive Director)

 Karen Patricia Lewis-Hollis (Independent Non-Executive Director)

 *to resign before Admission

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):
 Shareholder name                                             % before Admission  % after Admission
 Primorus Investments PLC                                     27.8%               TBC
 Rupert Labrum                                                18.2%                TBC
 Christopher Hansen                                           4%                   TBC
 Kevin Lyon                                                   4%                   TBC
 Sebastian Marr                                               4%                   TBC
 Clive Roberts                                                4%                   TBC
 Tony Elliot                                                  4%                   TBC
 Jade Elliot                                                  4%                   TBC
 Sport Media Ventures**                                       -                    TBC
 The Equities Exchange Limited*                               -                    TBC
 Daniel Gee                                                   -                    TBC
 Steven Xerri                                                 -                    TBC
 Alan Mcleish                                                 -                    TBC
 John Cowley                                                  -                    TBC
 Orana Corporate LLP                                          -                    TBC

 

 *James Sheehan, a director of the Company, holds an indirect 50% interest in
 The Equities Exchange Limited, with the other 50% owned by Callum Hill.

 **James Sheehan, a director of the Company, holds an indirect 36.42% interest
 in Sport Media Ventures Ltd, with the balance held by a number of different
 minority shareholders, all of whom have less than 10.01%. Daniel Gee, a
 director of PAI, is a director but does not hold any shares in Sport Media
 Ventures Ltd.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 Conditional on Admission, the Company has agreed to pay Gneiss Energy Limited
 a cash fee of £72,000 (inclusive of VAT) in settlement of previous advisory
 services provided.

 First Sentinel Corporate Finance Limited were engaged by Pri0r1ty AI to assist
 with their previously planned AQSE IPO and were paid £12,000 with a further
 fee of £12,000 to be settled by the Company on Admission.

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         30 September

 (ii)        30 June 2024 (for PAI) and 31 March 2024 (for Alteration
 Earth plc)

 (iii) ALTE and PAI will both publish their audited accounts for year ended 30
 September 2024 by 31 March 2025. The Enlarged Group will publish its interim
 half-year report for the period ended 31 March 2025 by 30 June 2025 and its
 audited accounts for the twelve months ended 30 September 2025 by 31 March
 2026.

 EXPECTED ADMISSION DATE:

 Late December 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Beaumont Cornish Limited

 Building 3, 566 Chiswick High Road

 London

 W4 5YA

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Allenby Capital Limited

 5 St. Helen's Place

 London

 EC3A 6AB

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The AIM Admission Document, which will contain full details of the applicant
 and admission of its securities, will be available from the Company's website:
 https://pri0r1ty.com/ (https://pri0r1ty.com/)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The QCA Corporate Governance Code (2023 update)

 DATE OF NOTIFICATION:

  10 December 2024

 NEW/ UPDATE:

 NEW

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*James Sheehan, a director of the Company, holds an indirect 50% interest in
The Equities Exchange Limited, with the other 50% owned by Callum Hill.

**James Sheehan, a director of the Company, holds an indirect 36.42% interest
in Sport Media Ventures Ltd, with the balance held by a number of different
minority shareholders, all of whom have less than 10.01%. Daniel Gee, a
director of PAI, is a director but does not hold any shares in Sport Media
Ventures Ltd.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

Conditional on Admission, the Company has agreed to pay Gneiss Energy Limited
a cash fee of £72,000 (inclusive of VAT) in settlement of previous advisory
services provided.

 

First Sentinel Corporate Finance Limited were engaged by Pri0r1ty AI to assist
with their previously planned AQSE IPO and were paid £12,000 with a further
fee of £12,000 to be settled by the Company on Admission.

 

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         30 September

(ii)        30 June 2024 (for PAI) and 31 March 2024 (for Alteration
Earth plc)

(iii) ALTE and PAI will both publish their audited accounts for year ended 30
September 2024 by 31 March 2025. The Enlarged Group will publish its interim
half-year report for the period ended 31 March 2025 by 30 June 2025 and its
audited accounts for the twelve months ended 30 September 2025 by 31 March
2026.

 

EXPECTED ADMISSION DATE:

 

Late December 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited

Building 3, 566 Chiswick High Road

London

W4 5YA

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Allenby Capital Limited

5 St. Helen's Place

London

EC3A 6AB

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The AIM Admission Document, which will contain full details of the applicant
and admission of its securities, will be available from the Company's website:
https://pri0r1ty.com/ (https://pri0r1ty.com/)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The QCA Corporate Governance Code (2023 update)

 

DATE OF NOTIFICATION:

 

 10 December 2024

 

NEW/ UPDATE:

 

NEW

 

 

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