REG - Pineapple Power Corp - Proposed Reverse Takeover of FUSE-AI GmbH

Pineapple PowerAnnouncement

23/12/2024 18:30

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RNS Number : 1923R  Pineapple Power Corporation PLC  23 December 2024

 

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.

23 December 2024

Pineapple Power Corporation PLC (the "Company" or "Pineapple Power")

Termination of Proposed Acquisition of Ilios Hydrogen Canada Limited

Heads of Terms signed for Proposed Reverse Takeover of FUSE-AI GmbH

Continuation of Suspension of Listing

On 6 November 2023 the Company announced that it had entered into non-binding
heads of terms to acquire Ilios Hydrogen Canada Limited ("Ilios"). Since that
time, both the Company and Ilios have spent considerable time attempting to
raise the capital required for the transaction and to reach an acceptable
agreement on valuation and the final structure of the transaction.  To date,
this has not been possible and the Company therefore announces that the
proposed acquisition of Ilios has been terminated.

The Company is pleased to announce that it has agreed in principle the
acquisition of 100% of the outstanding shares in FUSE-AI GmbH ("FUSE-AI") 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 FUSE-AI

FUSE-AI is a Hamburg-based company specializing in the development of
AI-powered software solutions for the clinical sector, which has established
itself in recent years as an innovative company in the field of medical
artificial intelligence.

FUSE-AI has gained particular recognition with its AI software solution
«Prostate.Carcinoma.ai», which enables radiologists to save over 30% of time
in MRI image analysis and reduces the error rate significantly from an average
of 14% to 1%. The software is already ready for distribution in more than 42
countries, with recurring revenues being generated through distributors. This
technology forms the foundation for further growth and the expansion into new
application areas in diagnostic assistance software.

FUSE-AI is backed by Xlife Sciences AG, a SIX listed incubator and accelerator
focused on the value development and commercialization of promising research
projects from universities and other research institutions in the life
sciences sector.

Further information can be found here: https://fuse-ai.de/
(https://fuse-ai.de/)

The Proposed Acquisition

Xlife Sciences AG's announced on 21 November 2024 that FUSE-AI's shareholders
had passed a unanimous resolution to list the FUSE-AI on the London Stock
Exchange. The proposed listing is intended to support the further growth of
FUSE-AI and the expansion into new application areas in diagnostic assistance
software.

Pineapple Power, as a listed shell, is well placed to facilitate this listing.
As such, the Company and shareholders of FUSE-AI, including Xlife Sciences AG
entered into non-binding heads of terms for the acquisition of 100% of the
issued share capital of FUSE-AI by way of the allotment and issue of 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 the working capital requirements of the enlarged group.

On completion of the Proposed Acquisition, it is the Company's intention is to
seek re-admission to trading on the Equity Shares (Commercial Companies)
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 FUSE-AI will form a majority of the
board of the Company; and

·      the sellers of FUSE-AI 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 the
Equity Shares (Commercial Companies) segment of the Official List and to
trading on the Main Market 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 FUSE-AI 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, the Company is required to publish a prospectus,
to be approved by the FCA, which will include relevant details relating to the
Company, FUSE-AI 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 2025.

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 was
suspended on 24 April 2023. As the Company is currently unable to provide full
disclosure on FUSE-AI as required under the UK Listing Rules, 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.

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 (mailto:clive.d.l@pineapple-powercorp.com)    +44 797 317 7973

 Corporate Broker

 Peterhouse Capital                                                             +44 207 220 9791

 Charles Goodfellow

 cg@peterhousecap.com (mailto:cg@peterhousecap.com)

 Media Relations

 David Burton

 Total Market Solutions

 davidburton.tms@gmail.com (mailto:davidburton.tms@gmail.com)

 

 

 

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