Proposed Reverse Takeover of BVP Investments

RNS Number : 8193I

Pineapple Power Corporation PLC

17 August 2021

 

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.

Press Release

17 August 2021

Pineapple Power Corporation PLC

("Pineapple Power" or "the Company")

Heads of Terms signed

Proposed Reverse Takeover of BVP Investments Limited

Suspension of Listing

The Company is pleased to announce that as of 16 August 2021 it has entered into a non-binding heads of terms with the shareholders of BVP Investments Limited ("BVP" or "BVP Investments"), based in Dublin, the Republic of Ireland, to acquire 100% of the outstanding shares in BVP 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 BVP Investments Limited

BVP Investments was founded in 2004 by Managing Director, Elliott Griffin. It is a fund manager regulated by the Central Bank of Ireland.

BVP focusses on companies in the green sector that have developed technologies and services addressing the issues of sustainability, resource efficiency and the wider environment. 

Since 2007, BVP has successfully raised and managed 14 Green BES and EII Funds, which have invested in some of Ireland's most innovative companies such as HealthBeacon, Crowley Carbon, UFO Drive and UrbanVolt.

BVP's philosophy is that the future of industry is dependent upon cutting edge technology that drives efficiency and sustainability. BVP's approach is to partner with companies that have global ambition and the vision to make a positive impact on the world. These portfolio companies are challenging the status quo with their pioneering solutions across industry verticals including Energy, Climate Action and Sustainability, Health and Wellbeing, Information and Communication Technologies (ICT), Services and Business Processes and Mobility.

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/

The Company raised gross proceeds of £1.3 million on listing. The Proposed Acquisition is in line with the Company's acquisition strategy and would represent the Company's first acquisition since achieving a Standard listing on 24 December 2020.

The Proposed Acquisition

Following recent discussions, on 16 August 2021 Pineapple Power entered into non-binding heads of terms with BVP and the principal shareholders of BVP for the acquisition of BVP Investments, including its subsidiary investment portfolios, together with an initial seed portfolio of assets currently held by funds managed by BVP (the "Seed Portfolio"). The purchase price for the Proposed Acquisition will be satisfied by the allotment and issue to the sellers of BVP (and of the Seed Portfolio) of new ordinary shares in Pineapple Power ("Ordinary Shares").  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 BVP. The Company may issue and allot further Ordinary Shares in consideration of certain conversion options held by lenders to BVP's subsidiary investment portfolio.  The Company proposes to change its name to Cool Capital PLC on completion of the Proposed Acquisition.

On completion of the Proposed Acquisition, it is the Company's intention is to seek admission to trading on the AIM market of the London Stock Exchange ("AIM").

It is anticipated that, following completion of the Proposed Acquisition:

· the current directors of BVP will form a majority of the board of the Company; and

· the sellers of BVP will become majority shareholders of the enlarged Company.

The Proposed Acquisition is conditional on, amongst other things:

· obtaining necessary regulatory approvals from the Central Bank of Ireland and the UK Financial ConductAuthority;

· 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 cancellation of the Company's Standard listing and the admission of the enlarged share capital of the Company to trading on AIM;

·     the raising of an appropriate amount of new equity funds by the Company;

· the Takeover Panel waiving any obligation the BVP 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 of the Company to AIM, obtain the Rule 9 Waiver and to convene the General Meeting, the Company is required to publish an AIM admission document which will include relevant details relating to the Company, BVP and the Proposed Acquisition, amongst other things. It is currently expected that should the Proposed Transaction proceed, the AIM admission document will be published during Q4 2021.

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 AIM admission document.

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.

Suspension of Listing

The Proposed Acquisition, if completed, would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Listing Rule 5.6.15, it has requested from the Financial Conduct Authority, and been granted, a suspension of listing in its shares with immediate effect pending restoration following an announcement that the Proposed Acquisition is not proceeding or the  cancellation of the listing contemporaneous with the Company's admission to AIM as described below.  Any restoration or cancellation of the listing is subject to the approval of the Financial Conduct Authority.

It is currently anticipated that, on completion of the Proposed Acquisition, the Company's Standard listing would be cancelled and the Company's enlarged ordinary share capital would then be admitted to trading on AIM.

There can be no certainty that the Proposed Acquisition will take place and it remains subject, amongst other things, to final terms being agreed.

Further announcements and updates will be made in due course.

Claudio Morandi, Chairman of Pineapple Power, commented:

"We are delighted to have agreed a heads of terms on our first potential acquisition. During the past few months, we have reviewed numerous projects and believe the Proposed Acquisition meets our stated objective of identifying a potentially extremely valuable entity combined with a portfolio of companies involved in renewable energy, the circular economy and clean and green technologies.

"Ireland is home to some of the most innovative and exciting companies involved in these exciting sectors and the vision shared between ourselves and BVP is the expansion of their very successful investment strategies internationally utilising Pineapple's extensive financial contact network. We believe the successful completion of this merger will position the enlarged company - Cool Capital PLC - for rapid expansion and value accretion. The combination of astute financial management and access to the international capital markets is a compelling combination." 

"We will update shareholders as soon as possible with developments of the Proposed Acquisition and admission to AIM, which we aim to complete in Q4 2021."

Elliott Griffin, the founder and Managing Director of BVP Investments, commented:

"BVP 's goal is to offer our core competencies in venture investing and corporate finance, by providing flexible financing options for business owners from seed equity to project financing.  We take an active role in supporting our companies throughout their growth journey from early stage to exit.  We are excited by the opportunity to align our business with the listed platform that is Pineapple Power to significantly expand our offering."

For further details please contact:

Pineapple Power Corporation PLC
Claudio Morandi - Director Clive de Larrabeiti Corporate Finance Advisor [e-mail]	[phone] [phone]
Joint Corporate Broker Peterhouse Capital Charles Goodfellow [e-mail] Joint Corporate Broker Axis Capital Markets Richard Hutchison [e-mail]	[phone]    [phone]
Media Relations
David Burton Total Market Solutions [e-mail]
Tancredi Intelligent Communications Salamander Davoudi [e-mail] Helen Humphrey [e-mail]	[phone] [phone]

This announcement has been issued by and is the sole responsibility of Pineapple Power.

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

 

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