Termination of Proposed Acquisition

RNS Number : 0866D

Pineapple Power Corporation PLC

28 February 2022

 

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.

28 February 2022

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

Termination of Heads of Terms regarding Proposed Reverse Takeover of BVP Investments Limited

Application to lift Suspension of Listing

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

Termination of Heads of Terms

On 17 August 2021, the Company announced that it had 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"). 

During the exclusivity period, which expired on 31 January 2022, both the Company and BVP spent considerable time and effort on the due diligence process, negotiating definitive terms and preparing the required transactional and listing documentation, but ultimately the parties were unable to come to a mutually acceptable agreement on valuation and the final structure of the transaction.  The Directors therefore announce that the Heads of Terms with the shareholders of BVP has been terminated and that the Proposed Acquisition will not now proceed.

Lifting of Suspension of Trading

Due to the size and nature of the Proposed Acquisition, it was treated as a reverse takeover 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 are finalised and the required information is published or the Proposed Acquisition is terminated. Trading in the Company's shares was accordingly suspended on 17 August 2021.

As the Proposed Acquisition is terminated, the Company has made an application to the FCA to request that the suspension of the trading of ordinary shares be lifted. This application is being considered by the FCA and the Company will update the market in due course as to the timing of the restoration and the recommencement of trading in the Company's shares.

Next Steps

The Directors are sincerely disappointed, especially after the time and effort expended, that the Proposed Acquisition will not proceed. However, the Directors are determined to continue to pursue and execute the Company's stated investment plan and strategy that was set out at the time of the Company's flotation in December 2020. The Directors will proceed immediately to seek an attractive acquisition opportunity, with the objective of maximising value for Pineapple shareholders. A listing on the London Stock Exchange remains attractive to target companies, and the Directors intend to seek to maximise the value of the Company to the benefit of its shareholders in an appropriate acquisition. The Company will make further announcements in due course.

Shareholders and potential target companies should note that the recent change to the Listing Rules announced by the FCA in December 2021 that imposed a minimum market capitalisation of £30m on companies coming to the Official List does not apply to Pineapple in relation to its first reverse takeover, provided that it makes a complete submission to the FCA for an eligibility  review for listing and a prospectus review relating to that reverse takeover which does not lapse and is not withdrawn, prior to 4pm on 1 December 2023.  The Company will therefore, following a reverse takeover, be eligible to re-list with a market capitalisation of £700,000 or more provided that it meets that timeframe.

Claudio Morandi, Chairman of Pineapple Power, commented:

"It is with extreme regret that Pineapple and BVP could not finally agree on the terms of the proposed acquisition but the Directors have concluded that termination of these discussions is in the best interests of the shareholders. We wish to thank the shareholders for their patience during the past months and wish to highlight the fact that upon relisting Pineapple Power Corporation will remain one of a very limited number of special purpose vehicles able to conduct future RTO transactions on the London Stock Exchange with valuations of less than £30 million. It is our opinion that this sector of the market encapsulates many smaller, dynamic and rapidly growing enterprises ready to access the capital markets. Their wish to do so makes a merger with a company such as Pineapple Power a very tempting and affordable way to realise their corporate development plans."

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]

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 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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