THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS
AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Alteration Earth PLC
("ALTE"
or the "Company")
Update on
Proposed Transaction by ALTE to acquire issued share capital and
warrants of
PRI0R1TY AI plc
Notice of
Intention to Request Voluntary Cancellation of Listing on the
Official List
and
Proposed Admission to Trading on the AIM market of the
London Stock Exchange ("AIM")
Further to its announcement of 27
June 2024, ALTE announces the following update concerning the
proposed transaction to acquire the entire issued share capital and
warrants of Pri0r1ty AI plc (pending re-registration as Pri0r1ty AI
Limited) ("Pri0r1ty") in consideration for an issue of new shares
in the Company and the grant of warrants over new shares in the
Company (the "Proposed Acquisition").
The directors of ALTE are pleased to
announce that the transaction documentation required to complete
the Proposed Acquisition is well progressed and in certain
instances substantially complete. In addition, the Company will
commence investor presentations in relation to the fundraise
required to consummate the Proposed Acquisition shortly.
As previously announced, as part of
the Proposed Acquisition, the Company intends to cancel the
listing of its ordinary shares from the FCA's Official List and to
cease trading on the London Stock Exchange's main market for listed
securities (together, the "Cancellation"). Instead, the Company
intends to apply for its enlarged issued share capital to be
admitted to trading on AIM ("Admission") and intends, in due
course, to publish an admission document in accordance with the AIM
Rules for Companies.
Pursuant to UK Listing Rule
21.2.17R, the Company must give at least 20 business days' notice
of the intended Cancellation. The Company expects the Cancellation
to become effective from 20 December 2024 (or such later date as
the Company may announce), which is the anticipated completion date
for the Proposed Acquisition and Admission. The Company will
update shareholders in due course once the timetable for
Cancellation is confirmed.
The Proposed Acquisition will
require the Company to convene a general meeting of its
shareholders, which it intends to update shareholders about soon.
While matters relating to the Proposed Acquisition and Admission
are at an advanced stage, and ALTE is therefore making this
announcement, shareholders should note that there remain several
matters upon which completion of the Proposed Acquisition and
Admission is conditional, including, amongst other things,
completion of the associated fundraise. Accordingly, there can be
no certainty that the Proposed Acquisition and Admission will
proceed. If the Proposed Acquisition and Admission do not proceed,
the Company intends to withdraw its notice of
Cancellation.
For further information, please
visit www.altearthplc.com
or contact:
Alteration Earth PLC
Matthew Beardmore
Director
Tel: +44 (0)20 4501
8549
Email:
info@altearthplc.com
PR Advisers to Pri0r1ty:
Camarco - Marc Cohen, Emily
Hall
Pri0r1ty@camarco.co.uk
+44 7741 052 506
+44 7817 304 939