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Update on Proposed Acquisition

27 Jan 2014 10:03

RNS Number : 5660Y
Auhua Clean Energy Plc
27 January 2014
 



AUHUA CLEAN ENERGY PLC

("Auhua" or "the Company")

 

Update on Proposed Acquisition

 

 

27 January 2014: Auhua Clean Energy Plc (AIM: ACE), the environmental technology group, is pleased to announce today that it has entered into an addendum agreement ("Addendum Agreement") which amends certain terms of the previously announced non-binding Heads of Agreement ("HOA") relating to the Company's proposed acquisition of (i) the entire business and assets of Ziolar Pte Ltd ("Ziolar") from Riezen Pte Ltd ("Riezen") (the "Business Acquisition"); and (ii) the entire issued shares of Taiwan Ziolar Technology Co. Ltd ("Taiwan Ziolar"), a company incorporated in Taiwan, from the shareholders, Steve Peng and Yu-Yao Eddie Chen (the "Share Acquisition").

 

Under the original HOA signed on 1 August 2013, the Company agreed to satisfy the total consideration of US$4.5 million for the Business Acquisition and the Share Acquisition by issuing 11,727,022 new ordinary shares of Auhua (the "Auhua Shares") at 22.5 pence per Auhua Share and issuing a convertible loan note for the remaining US$0.5 million. Pursuant to the Addendum Agreement, the parties have agreed that the Company shall instead satisfy the entire consideration by issuing 6,944,400 Auhua Shares (the "Consideration Shares") at 40 pence per Auhua Share to SSP Innovations Pte Ltd (3,086,400 Auhua Shares), Steve Peng (2,314,800 Auhua Shares) and Yu-Yao Eddie Chen (1,543,200 Auhua Shares). There will not be an issue of any convertible loan note. Of the Consideration Shares, 3,086,400 shares (equivalent to US$2.0 million) will be subject to a lock-in for 18 months from the date of issue and the remainder of the Consideration Shares (equivalent to US$2.5 million) will be subject to a lock-in of 24 months from the date of issue.

 

Auhua will be seeking shareholder approval for the proposed acquisition in February 2014. The parties intend to enter into definitive agreements by no later than 1 March 2014. The Company will make an announcement when such definitive agreements are entered into.

Auhua specializes in energy efficient water heating solutions, with a focus on the manufacture and sale of solar powered water heating systems. Taiwan Ziolar would bring state-of-the-art thermal panel technology to Auhua, a vital component in solar powered water heater systems. The proposed Taiwan Ziolar acquisition would add advanced coating technology that would enhance Auhua's system efficiency performance and reduce production costs, thereby helping to create a long-term competitive advantage for Auhua in the solar thermal water heater industry. Further, the innovative technology would enable the installation of smaller sized panels with good efficiencies, better utilised in high rise buildings.

David Sumner, non-executive Chairman of Auhua, said: "We are delighted that we are proceeding with the acquisition of Taiwan Ziolar. This addition should complement the Company's already impressive stable of IP and technologies and would create a true competitive advantage for the solar thermal element of our product offering. We see this potential acquisition as a ground-breaking milestone in our development which would ease the way towards achieving our core objectives, namely to further differentiate our domestic product offering and enable preparation for the Company to embark on its international expansion strategy."

 

---Ends---

 

 

Media Enquiries

Brunswick 

Carolina Danspeckgruber

auhua@brunswickgroup.com

 

Further information

 

Auhua Clean Energy plc 

David Sumner, non-executive Chairman

 +971 555 923198

davidjsumner@auhuacleanenergy.com

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett / Maureen Tai /

Jamie Barklem

+44 (0)20 7383 5100

Philip.j.secrett@uk.gt.com

Peat & Co

(co-broker)

Charlie Peat

+44 (0)203 540 1721

Charlie.peat@peatandco.com

Cornhill Capital Limited (co-broker)

Nick Bealer

+44 (0)20 7710 9610

nickb@cornhillcapital.com

Beaufort Securities

(co-broker)

Guy Wheatley

+44(0)20 7832 8300

Guy.Wheatley@beaufortsecurities.com

 

About Auhua:

Auhua Clean Energy (www.auhuacleanenergy.com) is an environmental technology group based in the Shandong Province of Eastern China specialising in the development and application of green energy and energy efficient solar water heating solutions. In particular, the Group is focused on the manufacture and sale of split-unit solar water heating systems. Auhua Clean Energy operates through its wholly owned subsidiaries Shandong Auhua New Energy Co., Ltd and Weihua Auhua New Energy Co., Ltd., of which Auhua Holdings Pte Ltd is the intermediate holding company. 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ACQPGUUUGUPCGUM
Date   Source Headline
24th Mar 20166:20 pmRNSCancellation of admission to trading on AIM
29th Feb 20167:30 amRNSSuspension - Auhua Clean Energy Plc
26th Feb 20167:00 amRNSUpdate on Appointment of Nominated Adviser
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22nd Oct 20154:14 pmRNSStatement re share price movement
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28th Aug 20154:40 pmRNSSecond Price Monitoring Extn
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22nd Jul 201511:44 amRNSResult of AGM
29th Jun 20156:21 pmRNSFinal Results and Notice of AGM
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11th Jun 20141:21 pmRNSAGM Statement
21st May 20147:00 amRNSPosting of Annual Report
20th May 20147:00 amRNSCompletion of Acquisition
12th May 20147:00 amRNSFinal Results and Notice of AGM
2nd May 20148:00 amRNSCorrection Announcement: Proposed Maiden Dividend
1st May 20147:00 amRNSProposed Maiden Dividend
2nd Apr 20147:00 amRNSAppointment of Chief Financial Officer
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20th Feb 201410:56 amRNSResult of EGM
7th Feb 20142:49 pmRNSDirector Dealing
7th Feb 20147:00 amRNSAnnouncement of Fundraising
7th Feb 20147:00 amRNSTrading Update
3rd Feb 20147:00 amRNSNotice of EGM
27th Jan 201410:03 amRNSUpdate on Proposed Acquisition
22nd Jan 20147:00 amRNSAppointment of Brokers and Legal Adviser
21st Jan 20147:00 amRNSAppointment of non-executive Director
27th Dec 20137:00 amRNSDavid Sumner appointed Chairman & Issue of Shares
25th Nov 20137:00 amRNSShare Subscription
23rd Oct 20135:31 pmRNSIssue of Equity
21st Oct 20138:40 amRNSAPPOINTMENT OF VICE CHAIRMAN AND NON-EXE DIRECTOR
17th Oct 20139:49 amRNSStmnt re Share Price Movement
3rd Oct 20139:24 amRNSDirector/PDMR Shareholding
27th Sep 201312:20 pmRNSHolding(s) in Company
16th Sep 20135:19 pmRNSHalf Yearly Report - Replacement
12th Sep 20137:00 amRNSHalf Yearly Report
13th Aug 20137:00 amRNSAuhua awarded for energy saving technology
2nd Aug 20137:00 amRNSHeads of Terms agreed for Proposed Acquisition
29th Jul 20137:00 amRNSAwarded 2012 "Outstanding energy saving result"

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