REG - Pineapple Power Corp - Acquisition

Pineapple PowerAnnouncement

06/11/2023 07:00

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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/
(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/
(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 £33
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                   +44 207 220 9791

 Charles Goodfellow

 cg@peterhousecap.com

 Joint Corporate Broker               +44 203 179 5355

 Oberon Capital

 Nick Lovering

 nicklovering@oberoninvestments.com
 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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