Termination of Proposed Acquisition

Termination of Proposed Acquisition

PINEAPPLE POWER CORPORATION PLC

Pineapple Power Corporation PLC

October 30, 2023

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 Union (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.

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

Termination of Proposed Reverse Takeover of Element 2 Limited

Update on Suspension of Listing

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

Termination of Proposed Transaction

On 21 April 2023, the Company announced that it had entered into a non-binding heads of terms with Element 2 Limited ("E2" or "Element 2"), based in Yorkshire, to acquire 100% of the outstanding shares in Element 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"). 

Since that time, both the Company and Element 2 have spent considerable time to raise the capital required for the transaction and reach an acceptable agreement on valuation and the final structure of the transaction.  To date, this has not been possible and the Directors therefore announce that the Proposed Acquisition will not now proceed.

Status of Suspension of Trading

Due to the size and nature of the Proposed Acquisition, it was treated as a reverse takeover ("RTO") 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 were finalised and the required information is published or the Proposed Acquisition is terminated. Trading in the Company's shares was accordingly suspended on 24 April 2023 and has been suspended since that date.

Ordinarily, on termination of such discussions, the Company would request that its ordinary shares be restored to listing.  However, the Directors of the Company are actively considering another potential acquisition opportunity in the renewables sector which would constitute an RTO and have therefore requested that the Company's shares remain suspended for the time being.

A further announcement will be made by the Company in due course.

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.