AIM Admission - Update

Pri0r1ty Intelligence

23/12/2024 13:00

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RNS Number : 1536R  Alteration Earth PLC  23 December 2024

1.00pm on 23 December 2024

Alteration Earth PLC

(to be renamed Pri0r1ty Intelligence Group PLC following Admission)

 

Update re. Reverse Takeover of Pri0r1ty AI Ltd and Cancellation of the
Company's Ordinary Shares from the Official List and the Main Market and
proposed admission to trading on AIM

Alteration Earth PLC ("ALTE" or the "Company"), a London Stock Exchange traded
special purpose acquisition company, is pleased to announce a further update
on its acquisition of the entire issued share capital and other securities of
Pri0r1ty AI Ltd ("Pri0r1ty"), as previously announced on 27 June 2024, with
such acquisition constituting a reserve takeover under the UK Listing Rules
(the "Acquisition"). The Company has now completed the associated fundraise,
as further detailed below, and an updated Schedule One is now available on the
London Stock Exchange's website. Completion of the Acquisition remains
conditional on the satisfaction of various conditions, including admission of
the Company's entire issued and to be issued share capital to trading on the
AIM market of the London Stock Exchange ("AIM"). Accordingly, the Company has
requested that the Financial Conduct Authority ("FCA") cancels the listing of
the ordinary shares of the Company (the "Shares") on the Official List and to
request the London Stock Exchange to transfer the admission to trading of the
Shares from the main market for listed securities to AIM (the "Transfer").

As part of the reverse takeover, the Company has now raised gross proceeds of
£855,000 through a placing and subscription of 6,333,329 Shares at a price of
13.5 pence per Share (the "Fundraising"). In addition, Daniel Maling, who is
proposed to be appointed as a director and the Chief Financial Officer of the
Company with effect from Admission, and Daniel Gee, a director of Pri0r1ty
(and, in the context of the Company, a proposed person discharging managerial
responsibilities with effect from Admission), have committed within 30 days of
Admission to respectively subscribe for Ordinary Shares (at the Placing Price
(as defined below)) amounting to gross subscription amounts of £15,000 and
£35,000 on the same terms as the Placing.

The Company has applied for the admission of its issued Shares (as enlarged by
the Acquisition and the Fundraising) to trading on AIM ("Admission"). Transfer
and Admission is expected to take place simultaneously on 30 December 2024.

On Admission the expected market capitalisation of the Company based on the
placing and subscription price of 13.5 pence per share (the "Placing Price")
is approximately £13 million.

Background to Pri0r1ty

Pri0r1ty is an Artificial Intelligence driven, data powered Software as a
Service (SaaS) solution that aims to help businesses at various stages of
their journey by creating efficiency through technology. The objective is to
assist mainly SMEs by providing a combination of services derived from deep
learning, data architecture and AI models.

Pri0r1ty has built a digital agent for automated business processes, whose
underlying technology is Pri0r1ty Advisor, a bespoke AI-powered advisory bot
that uses Deep Learning and can engage investors, customers or stakeholders
either on a website, Instant Messenger (IM) or email server. Pri0r1ty will
collect data on customer interactions to enrich the language model and build
community interest maps that power content creation and additional support
services.

Pri0r1ty Advisor is a smaller Large Language Model built solely on training
data for a specific business user. This model can be used by businesses to
engage stakeholders, drive efficiency and collect consumer data. Pri0r1ty aims
to have multiple product lines in four different product verticals: corporate
governance, financing, brand management and marketing; each service will be
driven by a custom artificial intelligence GPT bot that is built and trained
specifically for each customer.

Transfer and Admission

It is anticipated that the Transfer will become effective from 8:00 a.m.
(London time) on 30 December 2024, such that the last day of listing of the
Shares on the Official List (ISIN GB00BPVD4J91) shall be 27 December 2024.

Admission is expected to take place and dealings in the Shares are expected to
commence on AIM at 8:00 a.m. on 30 December 2024.

Any change to the times and dates mentioned above will be notified to
shareholders by an announcement through a Regulatory Information Service.

An AIM Admission Document will be available on the Company's
website www.altearthplc.com (http://www.altearthplc.com) shortly before
Admission. With effect from Admission, the Company's website will be
www.pri0r1ty.com (http://www.pri0r1ty.com) .

Beaumont Cornish Limited will be appointed Nominated Adviser and Allenby
Capital Limited Nominated Broker to the Company upon Admission.

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).

 

For further information, please visit www.altearthplc.com
(http://www.altearthplc.com/)  or contact:

 

Alteration Earth PLC

Matthew Beardmore

Director

Tel:       +44 (0)20 4501 8549

Email:   info@altearthplc.com (mailto:info@altearthplc.com)

 

 

PR Advisers to Pri0r1ty:

Camarco - Marc Cohen, Emily Hall

Pri0r1ty@camarco.co.uk (mailto:Pri0r1ty@camarco.co.uk)

+44 7741 052 506

+44 7817 304 939

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