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 –
The Company raised gross proceeds of £1.3 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.”
