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.
23
December 2024
Pineapple Power Corporation
PLC (the "Company" or "Pineapple Power")
Termination of Proposed
Acquisition of Ilios Hydrogen Canada Limited
Heads of Terms signed for
Proposed Reverse Takeover of FUSE-AI GmbH
Continuation of Suspension of Listing
On 6 November 2023 the Company
announced that it had entered into non-binding heads of terms to
acquire Ilios Hydrogen Canada Limited ("Ilios"). Since that time, both the
Company and Ilios have spent considerable time attempting to raise
the capital required for the transaction and to reach an acceptable
agreement on valuation and the final structure of the transaction.
To date, this has not been possible and the Company therefore
announces that the proposed acquisition of Ilios has been
terminated.
The Company is pleased to announce
that it has agreed in principle the acquisition of 100% of the
outstanding shares in FUSE-AI GmbH ("FUSE-AI") 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 FUSE-AI
FUSE-AI is a Hamburg-based company
specializing in the development of AI-powered software solutions
for the clinical sector, which has established itself in recent
years as an innovative company in the field of medical artificial
intelligence.
FUSE-AI has gained particular
recognition with its AI software solution «Prostate.Carcinoma.ai»,
which enables radiologists to save over 30% of time in MRI image
analysis and reduces the error rate significantly from an average
of 14% to 1%. The software is already ready for distribution in
more than 42 countries, with recurring revenues being generated
through distributors. This technology forms the foundation for
further growth and the expansion into new application areas in
diagnostic assistance software.
FUSE-AI is backed by Xlife Sciences
AG, a SIX listed incubator and accelerator focused on the value
development and commercialization of promising research projects
from universities and other research institutions in the life
sciences sector.
Further information can be found
here: https://fuse-ai.de/
The
Proposed Acquisition
Xlife Sciences AG's announced on 21
November 2024 that FUSE-AI's shareholders had passed a unanimous
resolution to list the FUSE-AI on the London Stock Exchange. The
proposed listing is intended to support the further growth of
FUSE-AI and the expansion into new application areas in diagnostic
assistance software.
Pineapple Power, as a listed shell,
is well placed to facilitate this listing. As such, the Company and
shareholders of FUSE-AI, including Xlife Sciences AG entered into
non-binding heads of terms for the acquisition of 100% of the
issued share capital of FUSE-AI by way of the allotment and issue
of new ordinary shares in Pineapple Power. It is envisaged
that, in conjunction with the Proposed Acquisition, there will be
an equity financing to fund future investment and the working
capital requirements of the enlarged group.
On completion of the Proposed
Acquisition, it is the Company's intention is to seek re-admission
to trading on the Equity Shares (Commercial Companies) 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 FUSE-AI will form a majority of the board of
the Company; and
· the
sellers of FUSE-AI 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;
· the
admission of the enlarged share capital of the Company to the
Equity Shares (Commercial Companies) segment of the Official List
and to trading on the Main Market of the London Stock
Exchange;
· the
raising of an appropriate amount of new equity funds by the
Company;
· the
Takeover Panel waiving any obligation the FUSE-AI 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, the
Company is required to publish a prospectus, to be approved by the
FCA, which will include relevant details relating to the Company,
FUSE-AI and the Proposed Acquisition, amongst other things. It is
currently expected that should the Proposed Transaction proceed,
the prospectus will be published, and the Proposed Acquisition will
complete, during Q2 2025.
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.
Continuation of Suspension of Listing
The Proposed Acquisition, if
completed, would constitute a reverse takeover under the Listing
Rules. The listing of the Company's ordinary shares was suspended
on 24 April 2023. As the Company is currently unable to provide
full disclosure on FUSE-AI as required under the UK Listing Rules,
it has requested from the Financial Conduct Authority, and been
granted, a continuation of the current suspension of listing in its
shares 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.
Further announcements and updates
will be made in due course.
