PINEAPPLE POWER CORPORATION PLC
This document comprises an advertisement for the purposes of paragraph 3.3.2R of the Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000 (the FSMA) and has been prepared in connection with the proposed subscription by certain investors (the Subscription) of the ordinary shares (the Subscription Shares) of Pineapple Power Corporation Limited (the Company). The information in this document, which is in draft form, is subject to updating, completion, revision, verification and amendment. The final prospectus (the Final Prospectus) in connection with the admission of the ordinary share capital of the Company (including the Subscription Shares) to the standard listing segment of the Official List of the UK Listing Authority (the UKLA) and to trading on London Stock Exchange plc’s main market for listed securities is expected to be published in due course. Although it is intended that the Final Prospectus will be approved by the UKLA as a prospectus prepared in accordance with the Prospectus Rules made under section 73A of the FSMA, this document has not been so approved. Similarly, although it is intended that the Final Prospectus will be made available to the public in accordance with the Prospectus Rules, this document has not been made available in accordance therewith.
This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Subscription Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. In particular, this document refers to certain events as having occurred which have not occurred at the date it is made available but are expected to occur prior to the publication of the Final Prospectus. This document is an advertisement and not a prospectus and investors should not purchase any Subscription Shares referred to in this document except on the basis of the information in the Final Prospectus. The Final Prospectus will, following publication, be available from the Company’s registered office and on the Company’s website, the address of which will be notified to investors in due course. In addition, the pricing information, once determined, together with other information, will be published on this website and prospective investors are advised to access such information prior to finalising their investment decision.
This document and the contents hereof are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Recipients of this document who intend to purchase Subscription Shares in the Subscription are reminded that any such purchase may only be made on the basis of the information contained in the Final Prospectus and any supplementary prospectus, which may be different from the information contained in this document. No reliance may be placed for any purpose whatsoever on the completeness, accuracy or fairness of the information or opinions contained in this document.
No representation or warranty, express or implied, is made or given by or on behalf of the Company , or any of its directors, officers or employees, or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this document and no responsibility or liability for any such information or opinions. The Company and its directors, officers, partners, employees, agents and advisers expressly disclaim any obligation or undertaking to update, review or revise any information or forward looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.
This document and the Subscription are addressed to and directed at persons in member states of the European Economic Area (Member States) that have implemented the Prospectus Directive (each, a Relevant Member State) who are “qualified investors” within the meaning of Article 2(1)(e) of European Union Directive 2003/71/EC, as amended including by Directive 2010/73/EU and includes any relevant implementing measure in each Relevant Member State (the Prospectus Directive), and related implementation measures in Member States (Qualified Investors). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Member State, other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any Member State other than the United Kingdom, and will be engaged in only with such persons. This document has not been approved by an authorised person for the purposes of section 21 of FSMA on the grounds that in the United Kingdom it is addressed to and directed at Relevant Persons only.
A recipient should be aware that investing in the Company in reliance on this document may expose the recipient to a significant risk of losing all of the property he/she has invested. If a recipient is in doubt about the content of this document he/she should consult a person authorised under FSMA specialising in advising on the acquisition of shares or other securities.
The distribution of this document and the sale of the Subscription Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of such jurisdictions. In particular, neither this document nor any copy of it may be taken or transmitted into the United States of America or its territories or possessions (United States), or distributed, directly or indirectly, in the United States, or to any U.S. Person as defined in Regulation S under the Securities Act 1933 as amended, including U.S. resident corporations, or other entities organised under the laws of the United States or any state of the United States, or non-U.S. branches or agencies of such corporations or entities. Neither this document nor any copy of it may be taken or transmitted into or distributed in Canada, Australia, Japan, South Africa or the Republic of Ireland, or any other jurisdiction which prohibits such taking in, transmission or distribution, except in compliance with applicable securities laws.