ADV.L Regulatory News (ADV)

15 Dec 2009 17:42



15 December 2009

Clean Energy Brazil PLC

("CEB" or the "Company")

Cancellation of admission to AIM

Clean Energy Brazil announces that following the mandatory cash offer made by Global Investors Acquisition LLC ("GIA") for the Company being declared wholly unconditional on 20 November 2009, the Board has concluded that with the Company's reduced size and revenues, the ongoing costs and regulatory requirements of a quotation on AIM can no longer be justified, and that greater shareholder value will ultimately be derived by operating the Company's business without these burdens. Additionally, it is unlikely that the Company could raise money through a new share issue, removing one of the key attractions of maintaining a quotation on AIM. The Board has accordingly concluded that it is in the best interests of holders (the "Shareholders") of ordinary shares in the Company ("the Ordinary Shares") and holders ("the Warrant holders") of warrants to subscribe for Ordinary Shares ("the Warrants") as a whole that the admission of the Ordinary Shares and Warrants to trading on AIM be cancelled ("the Delisting").

The Board is proposing to convene an extraordinary general meeting ("the Extraordinary General Meeting") of the Shareholders and a meeting ("the General Meeting") of the Warrant holders to put to Shareholders a special resolution and to put to the Warrant holders an extraordinary resolution to cancel admission of the Ordinary Shares and Warrants to trading on AIM, respectively.

The Company has received indications from Shareholders representing approximately 59.01 per cent. of the issued share capital of the Company that they intend to vote in favour of the resolution to be proposed at the Extraordinary General Meeting.

Assuming that Shareholders pass the resolution to cancel the admission of the Ordinary Shares to trading on AIM, it is proposed that the delisting of the Ordinary Shares would take place on 20 January 2010. Assuming that Warrant holders pass the resolution to cancel the admission of the Warrants to trading on AIM, it is proposed that the delisting of the Warrants would take place on 20 January 2010.  If the resolution to delist the Ordinary Shares is passed but the resolution to delist the Warrants is not passed, it is likely that the Company's nominated adviser would consider that the Warrants were no longer appropriate for trading on AIM (as the underlying Ordinary Shares were no longer admitted to AIM) and accordingly would resign on the delisting of the Ordinary Shares. In such circumstances, pursuant to the AIM Rules, trading in the Warrants would be suspended with cancellation of admission occurring one month later if a replacement nominated adviser had not been appointed in the meantime.

The principal effect of the Delisting is that Shareholders and Warrant holders will no longer be able to buy and sell Shares and Warrants through a public stock market. The liquidity in the Shares and Warrants will therefore become very limited. Once trading on AIM has been cancelled, Shareholders and Warrant holders will be able to effect transactions they have agreed with counterparties in the Ordinary Shares and Warrants by sending duly completed stock transfer forms to the Company's registrar.

If the resolutions are passed and the Delisting becomes effective, it is the intention of the Board to cancel the Company's CREST facility so that Ordinary Shares and Warrants may only be held in certificated form.  Those Shareholders who currently hold Ordinary Shares in uncertificated form in CREST will, following the Delisting becoming effective, be sent a share certificate for those Ordinary Shares which were previously held in uncertificated form. Those Warrant holders who currently hold Warrants in uncertificated form in CREST will, following the Delisting becoming effective, be sent a warrant for those Warrants which were previously held in uncertificated form.

Upon the Delisting becoming effective, the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject including the AIM Rules. The Company intends to continue to keep Shareholders and Warrant holders informed of all material developments through its website and will continue to produce annual accounts.

A circular containing further information about the Delisting, and notices of the Extraordinary General Meeting and General Meeting which are to be held on 12 January 2010, will be posted to Shareholders and Warrant holders today and will also be available on the Company's website: www.cleanenergybrazil.com.

For enquiries please contact: