TIDMPNPL
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 GBP1.3 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 +44 203 039 3913
Clive de Larrabeiti
Corporate Finance Advisor
clive.d.l@pineapple-powercorp.com +44 797 317 7973
-------------------
Joint Corporate Broker
Peterhouse Capital
Charles Goodfellow
cg@peterhousecap.com
+44 207 220 9791
Joint Corporate Broker
Axis Capital Markets
Richard Hutchison
rh@axcap247.com +44 203 026 0320
-------------------
Media Relations
David Burton
Total Market Solutions
davidburton.tms@gmail.com
Tancredi Intelligent Communications
Salamander Davoudi +44 795 754 9906
salamander@tancredigroup.com
Helen Humphrey
helen@tancredigroup.com +44 744 922 6720
-------------------
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
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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)
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END
ACQFFFVLTEIRLIL
(END) Dow Jones Newswires
August 17, 2021 02:00 ET (06:00 GMT)
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