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ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Alteration Earth PLC {to be renamed
Pri0r1ty Intelligence Group PLC following Admission} ("PR1" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING
POSTCODES):
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Registered Office:
c/o Keystone Law
48 Chancery Lane
London
WC2A 1JF
Business address:
28 Austin Friars
London
EC2N 2QQ
United Kingdom
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COUNTRY OF INCORPORATION:
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United Kingdom
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://pri0r1ty.com/
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Alteration Earth Plc is currently a
Main Market special purpose acquisition company listed in the
Equity Shares (Transition) category of the Official List, which is
seeking admission of its ordinary shares to trading on AIM in
conjunction with the acquisition of Pri0r1ty AI Ltd ("Pri0r1ty AI"
or "PAI"), a UK based artificial intelligence SaaS
company.
Pri0r1ty AI has developed an
artificial intelligence (AI) driven, data powered Software as a
Service (SaaS) solution that aims to assist, primarily, SMEs by
providing a combination of services derived from deep learning,
data architecture and AI models.
Pri0r1ty AI has built a technology
platform, Priority Advisor, based on a bespoke AI-powered advisory
bot that uses deep learning and can engage investors, customers or
stakeholders either on a website, IM or email server. The company
collects data on customer interactions through Priority Advisor to
enrich the language model and build community interest maps that
power content creation and additional support services. This can
then be used to assist in IR/ PR activities by clients.
Pri0r1ty AI has multiple product
lines in four different verticals: governance, financing, brand
management and marketing; each product will be driven by Priority
Advisor. PAI has begun to sign up its first customers in Q4 2024
having undertaken several successful product trials in H1
2024.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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Number of ordinary shares of £0.003
each ("Shares") for which Admission is being sought:
96,333,329
The Shares are and will remain freely
transferable and have no restrictions as to transfer placed on
them.
The issue price of the new Shares:
£0.135
No Shares are or will be held in
treasury.
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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Capital to be raised on Admission:
£855,000
Anticipated market capitalisation on
Admission: £13.0
million
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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75.4%
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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N/A
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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Current Directors:
Matthew Paul
Beardmore (Non-Executive
Chairman)
Martin David
Samworth* (Non-Executive
Director)
Proposed Directors from Admission:
Matthew Paul
Beardmore (Non-Executive
Chairman)
James Daniel
Sheehan (Chief Executive
Officer)
Daniel John
Shilton Maling (Chief Financial
Officer)
Philip Adler
(Independent Non-Executive
Director)
Karen Patricia Lewis-Hollis (Independent Non-Executive
Director)
*to resign before
Admission
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Shareholder name
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%
before Admission
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%
after Admission
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Primorus Investments PLC
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27.8%
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12.1%
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Rupert Labrum*
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18.2%
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3.4%
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Christopher
Hansen
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4.4%
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0.8%
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Kevin
Lyon
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4.0%
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0.7%
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Sebastian
Marr
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4.0%
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4.5%
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Clive Roberts
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4.0%
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2.3%
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Tony Elliot
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4.0%
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0.7%
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Jade Elliot
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4.0%
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0.7%
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Sport Media Ventures***
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-
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14.0%
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The Equities Exchange
Limited**
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-
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7.3%
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Daniel Gee
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-
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5.4%
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Steven Xerri
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-
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4.8%
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Alan Mcleish****
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-
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6.6%
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John Cowley
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-
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3.5%
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Orana Corporate LLP
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-
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3.6%
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* Includes
434,000 Ordinary Shares held by Susan Labrum, the wife of Rupert
Labrum.
** James Sheehan, a director of the
Company, holds an indirect 50% interest in The Equities Exchange
Limited, with the other 50% owned by Callum Hill.
***James Sheehan, a director of the
Company, holds an indirect 36.42% interest in Sport Media Ventures
Ltd, with the balance held by a number of different minority
shareholders, all of whom have less than 10.01%. Daniel Gee, a
director of PAI, is a director but does not hold any shares in
Sport Media Ventures Ltd.
**** Includes 1,111,111 Ordinary Shares held by Bogside Investments
Limited, a company owned 100% by Alan Mcleish.
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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Conditional on Admission, the
Company has agreed to pay Gneiss Energy Limited a cash fee of
£72,000 (inclusive of VAT) in settlement of previous advisory
services provided.
First Sentinel Corporate Finance
Limited were engaged by Pri0r1ty AI to assist with their previously
planned AQSE IPO and were paid £12,000 with a further fee of
£12,000 to be settled by the Company on Admission.
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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(i) 30
September
(ii) 30 June 2024
(for PAI) and 31 March 2024 (for Alteration Earth plc)
(iii) ALTE and PAI will both publish
their audited accounts for year ended 30 September 2024 by 31 March
2025. The Enlarged Group will publish its interim half-year report
for the period ended 31 March 2025 by 30 June 2025 and its audited
accounts for the twelve months ended 30 September 2025 by 31 March
2026.
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EXPECTED ADMISSION DATE:
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30 December 2024
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Beaumont Cornish Limited
Building 3, 566 Chiswick High
Road
London
W4 5YA
United Kingdom
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NAME AND ADDRESS OF
BROKER:
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Allenby Capital Limited
5 St. Helen's Place
London
EC3A 6AB
United Kingdom
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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The AIM Admission Document, which
will contain full details of the applicant and admission of its
securities, will be available from the Company's website:
https://pri0r1ty.com/
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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The QCA Corporate Governance Code
(2023 update)
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DATE OF NOTIFICATION:
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23 December 2024
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NEW/ UPDATE:
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UPDATE
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