Proposed RTO of Element 2 Limited

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.

24 April 2023

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

Heads of Terms signed

Proposed Reverse Takeover of Element-2 Limited

Suspension of Listing

The Company is pleased to announce that as of 21 April 2023 it has entered into a non-binding heads of terms with Element 2 Limited ("E-2" or "Element 2"), based in Yorkshire in the United Kingdom, to acquire 100% of the outstanding shares in E-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"). As no binding agreement has yet been reached, the Company cannot guarantee that the Proposed Acquisition will complete.

About Element 2

Element 2 is the UK's leading hydrogen refuelling business. The company works closely with vehicle manufacturers, transport operators and fleet owners to identify and develop hydrogen refuelling sites and provide a regular supply of fuel cell grade hydrogen. 

Element 2 is investing in prime locations across the UK and Ireland. The company already has established strategic hydrogen refuelling sites along critical haulage routes across the country. Element 2 is operating at five refuelling locations across the UK and is in the process of building two permanent refuelling stations along the M6 and A1(M) motorways, presently.

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 Proposed Acquisition is in line with the Company's acquisition strategy.

The Proposed Acquisition

Following recent discussions, on 21 April, 2023 Pineapple Power entered into non-binding heads of terms with E-2 for the acquisition of 100% of the issued share capital of Element 2 for a consideration of £120 million, to be satisfied by the allotment and issue of new ordinary shares in Pineapple Power to the shareholders of E-2.  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 Element 2.

On completion of the Proposed Acquisition, it is the Company's intention is to seek admission of its ordinary share capital, as enlarged following completion of the Proposed Acquisition and related financing, to the Standard Segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market of the London Stock Exchange  (together, "Admission").

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

·    the current directors of Element 2 will form a majority of the board of the Company; and

·    the shareholders of Element 2 will become majority shareholders of the enlarged Company.

The Proposed Acquisition is conditional on, amongst other things:

·    obtaining the necessary regulatory approvals of the FCA;

·    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;

·    Admission;

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

·    the Takeover Panel waiving any obligation the E-2 shareholders (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, obtain the Rule 9 Waiver and to convene the General Meeting, the Company is required to publish a prospectus, to be approved by the FCA, which will include relevant details relating to the Company, E-2 and the Proposed Acquisition, amongst other things. It is currently expected that should the Proposed Acquisition proceed, the prospectus will be published, and the Proposed Acquisition will complete, during H2 2023.

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 prospectus.

At this stage, there can be no guarantee that the Proposed Acquisition will complete nor as to the final terms of the Proposed Acquisition. 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 either the issue of an announcement providing further details on the Proposed Acquisition, the publication of a prospectus, or an announcement that the Proposed Acquisition is not proceeding.  Any restoration of the listing is subject to the approval of the Financial Conduct Authority.

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 this 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 involved in the renewable energy sector and clean and green technologies."

Dr Graham Cooley, M&A Advisor to Pineapple Power, stated:

"In the UK, heavy-duty road transport will have a critical role to play in our country's decarbonisation goals. Transport accounts for around one-fifth of global CO₂ emissions of which 20% comes from trucks carrying freight. McKinsey and the Hydrogen Council believe the most competitive use of hydrogen lies in decarbonising trucks. Vehicles using batteries or hydrogen fuel cells instead of diesel engines will need to make up most of new truck sales by 2040 under government plans to reduce CO2 emissions from medium and heavy-duty vehicles. As these sales build in the coming years, it becomes imperative that the refuelling infrastructure necessary to service this growing demand needs to be implemented, commencing immediately."

Clive de Larrabeiti, Corporate Finance Advisor of Pineapple Power Corporation, stated:

"We are delighted to have identified such a high-quality acquisition. We look forward to completing this transformative transaction and returning to the market as soon as possible."

Tim Harper, CEO of Element 2, stated:

"Element 2 has been generating rapidly growing revenues for over two years as we have consistently delivered for our customers. We secure hydrogen, transport it to refuelling locations, provide refuelling infrastructure, and deliver the regular supply of fuel cell grade hydrogen needed to accelerate commercial fleets' net zero strategies.

We are playing a critical role in the UK's energy transition, and the transaction with Pineapple Power will provide an expressway to capital infusion, powering a significant expansion of our network of hydrogen refuelling stations and propelling our growth trajectory to new heights. Our goal is to make UK road transport a global decarbonisation success story - supplying hydrogen for all vehicle types, including HGVs, vans, buses, refuse vehicles and cars."

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 Element-2's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's or Element 2's website (or any other website) is incorporated into, or forms part of, this announcement.