LONDON: Alteration Earth plc has entered non-binding heads of terms to acquire the entire issued share capital of PRI0R1TY AI PLC, an unquoted public limited company incorporated in England and Wales in consideration for an issue of new shares in the company.

The proposed acquisition is subject to legal, financial and other due diligence and entry into a legally binding share purchase agreement (SPA).

PRI0R1TY is an artificial intelligence (AI) driven, data powered software as a service (SaaS) solution that aims to help businesses at various stages of their journey by creating efficiency through technology. Its objective is to assist SMEs by providing a combination of services derived from deep learning, data architecture and AI models.

PRI0R1TY is building a digital agent for automated business processes, whose underlying technology is Priority Advisor, 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. It will collect data on customer interactions to enrich the language model and build community interest maps that power content creation and additional support services.

PRI0R1TY will have multiple product lines in four different verticals: governance, financing, brand management and marketing; each product will be driven by a custom artificial intelligence bot that is built and trained specifically for each customer.

Assuming the proposed transaction is completed, the aggregate transaction value is expected to be comprised of £12.5 million, £10 million of which would be attributed to the PRI0R1TY selling shareholders and £2.5 million of which would be attributed to the residual value retained by the ALTE shareholders. It is anticipated that, in conjunction with the Proposed Acquisition, there will be an equity financing to fund the future working capital requirements of the enlarged group.

The proposed acquisition, if completed, will result in the shareholders of PRI0R1TY having an 80% interest in the enlarged group.

It is currently expected that should the proposed acquisition proceed and subject to satisfaction of the conditions, the proposed acquisition will complete and readmission of the enlarged share capital of the company will become effective by no later than 31 January 2025.

Matthew Beardmore, Director of ALTE, said: “We believe the emergence and development of AI systems for business improvement and efficiency will be a key growth sector, and we are pleased to have secured an opportunity in this space. The PRI0R1TY team has identified a clear market need and developed a commercially viable product that provides scalable and adaptive solutions powered by AI. We look forward to continuing to work with them in the hope that we can conclude a successful transaction for the benefit of our shareholders.”

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