REG - Pineapple Power Corp - Termination of Proposed Acquisition

Pineapple PowerAnnouncement

30/10/2023 07:15

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RNS Number : 6227R  Pineapple Power Corporation PLC  30 October 2023

Termination of Proposed Acquisition

PINEAPPLE POWER CORPORATION PLC
(https://www.londonstockexchange.com/stock/PNPL/pineapple-power-corporation-plc)

Pineapple Power Corporation PLC

October 30, 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 Union (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.

 

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

Termination of Proposed Reverse Takeover of Element 2 Limited

Update on Suspension of Listing

The Company would like to provide the following update to its shareholders.

Termination of Proposed Transaction

On 21 April 2023, the Company announced that it had entered into a non-binding
heads of terms with Element 2 Limited ("E2" or "Element 2"), based in
Yorkshire, to acquire 100% of the outstanding shares in Element 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").

Since that time, both the Company and Element 2 have spent considerable time
to raise the capital required for the transaction and reach an acceptable
agreement on valuation and the final structure of the transaction.  To date,
this has not been possible and the Directors therefore announce that the
Proposed Acquisition will not now proceed.

Status of Suspension of Trading

Due to the size and nature of the Proposed Acquisition, it was treated as a
reverse takeover ("RTO") for the purposes of the FCA's Listing Rules. As a
consequence, the Company requested a suspension of trading in its ordinary
shares while the details of the Proposed Acquisition were finalised and the
required information is published or the Proposed Acquisition is terminated.
Trading in the Company's shares was accordingly suspended on 24 April 2023 and
has been suspended since that date.

Ordinarily, on termination of such discussions, the Company would request that
its ordinary shares be restored to listing.  However, the Directors of the
Company are actively considering another potential acquisition opportunity in
the renewables sector which would constitute an RTO and have therefore
requested that the Company's shares remain suspended for the time being.

A further announcement will be made by the Company 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

 Corporate Broker

 Peterhouse Capital                  +44 207 220 9791

 Charles Goodfellow

 cg@peterhousecap.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 website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's (or any
other website) is incorporated into, or forms part of, this announcement.

 

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