10 June 2024
Alteration Earth PLC ("ALTE"
or the "Company")
Shareholder Circular and
Notice of General Meeting
ALTE announces that it is seeking
the approval of shareholders to extend the deadline by which an
Acquisition (as defined in the Company's IPO prospectus dated 17
June 2022) must be completed from 1 July 2024 (the "Current Acquisition Deadline") to 1
July 2025 (the "Extended
Acquisition Deadline" and, such proposed extension, the
"Extension").
Reasons for the Extension and General
Meeting
On 1 August 2023, the Company
announced that it had entered non-binding heads of terms to acquire
the entire issued share capital of Verdant Earth Technologies
Limited ("Verdant"), a
privately held company operating in the renewable energy sector in
Australia, in consideration for the issue of new shares in the
Company (the "Proposed
Acquisition"). The Proposed Acquisition remains subject to
ongoing legal, financial and other due diligence and entry into a
legally binding share purchase agreement.
Over the past several months, ALTE
and Verdant have remained in close dialogue and have held several
meetings with select capital markets firms. Initial feedback on the
Proposed Acquisition has been positive. The common theme from these
meetings was the ongoing tough conditions faced by the UK's capital
markets and the difficulty faced by pre-revenue issuers attempting
to raise capital, specifically those involving pre-approved
projects. The guidance given to ALTE and Verdant was to continue to
progress the Redbank Power Station and seek to raise the necessary
capital once the applicable Government consents have been
received.
Given the delays facing Verdant,
which in turn has impacted the anticipated timing of completion of
the Proposed Acquisition, the Board has been actively considering
other potential Acquisition opportunities with a view to
potentially progressing one or more of these if the Proposed
Acquisition was deemed by the Directors, acting reasonably, to be
unworkable.
To allow the Company sufficient time
to complete an Acquisition (whether the Proposed Acquisition or
otherwise), it is seeking an extension of the Current Acquisition
Deadline to the Extended Acquisition Deadline by way of an
ordinary resolution of shareholders, which requires the affirmative
majority vote of the ordinary shares entitled to vote at the
General Meeting (as defined below). ALTE considers that the
extension beyond the Current Acquisition Deadline is appropriate in
the circumstances, giving shareholders the option of participating
in a potential future Acquisition through the Company.
As a result, ALTE today announces
the publication of a shareholder circular, which includes a notice
of meeting, convening a general meeting of shareholders (the
"General Meeting") for the
purpose of considering and, if thought fit, voting to approve the
Extension.
The General Meeting will be held at
11:30 a.m. on 28 June 2024 at Keystone Law, 48 Chancery Lane,
London WC2A 1JF.
A copy of the circular convening the
General Meeting will be posted to shareholders and made available
on the Company's website (at: https://www.altearthplc.com/publications/)
shortly.
Enquiries
For further information, please
visit www.altearthplc.com or
contact:
Alteration Earth PLC
Matthew Beardmore
Director
T: +44 (0)20 4501 8549
Email: info@altearthplc.com