REG - Alteration Earth PLC - Notice of GM

Alteration EarthAnnouncement

10/06/2024 12:15

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RNS Number : 8260R  Alteration Earth PLC  10 June 2024

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/
(https://www.altearthplc.com/publications/) ) shortly.

 

 

Enquiries

For further information, please visit www.altearthplc.com
(https://altearthplc.com/)  or contact:

 

Alteration Earth PLC

Matthew Beardmore

Director

T: +44 (0)20 4501 8549

Email: info@altearthplc.com (mailto:info@altearthplc.com)

 

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