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19 Feb 2010 11:56
19 February 2010
Leaf Clean Energy Company ("Leaf Clean" or the "Company")
On 17 December 2009, the boards of Leaf Clean and Trading Emissions plc ("Trading Emissions") announced that they had reached agreement on the terms of a recommended all-share merger of Leaf Clean and Trading Emissions.
The merger was conditional on, amongst other things, approval of the scheme to implement the merger and the Trading Emissions merger resolutions by the Trading Emissions shareholders and approval of the Leaf Clean merger resolutions by the Leaf Clean shareholders.
As announced by Trading Emissions earlier today, at the meeting of Trading Emissions shareholders held today in connection with the scheme, the resolution to approve the scheme was not passed by the requisite majority. Since the resolution was not passed, the scheme has lapsed and the merger will not proceed.
Today's general meeting of the Company will proceed as required and in accordance with the notice of meeting included with the admission document sent to Leaf Clean shareholders on 22 January 2010 (the "Admission Document"). All resolutions as set out in that notice, however, will be of no effect even if passed given that the scheme will not become effective and the merger will not be proceeding.
The board of Leaf Clean is confident of the Company's ability to continue to execute its strategy on an independent basis. Leaf Clean has a well diversified portfolio of 11 investments across a range of clean energy sectors including biomass, waste to energy, solar and wind with a balance between technology and project related investments. The Company has made an aggregate investment of c US$200 million. Including funds committed to develop the existing portfolio, the Company is now substantially invested.
The Company's focus is to actively manage its investments in order to maximise capital and income returns for shareholders.
The Company notes the significant deterioration in its share price in the recent months and the deep discount to net asset value at which the Company's shares are trading. The closing price was 62.5p on 18 February 2010 as compared to the net asset value per share as at 30 June 2009 of 103.8p.
The Company announces that it will commit up to US$27 million to a share buyback which is likely to be implemented by way of a reverse auction at a maximum price of 65p. At the maximum price, this would equate to 14.6% of the issued share capital of the Company.
The directors will keep the situation under review and will consider, depending on asset realisations and general market conditions, a further buyback programme of up to US$20m.
At present, the Company has authority to purchase up to approximately 17.6 million shares in accordance with the terms of the general authority granted to the Company by its shareholders. The Company will seek approval from its shareholders to extend this authority to enable the Board to implement the above strategy.
The Company is currently in a close period under the AIM Rules until the announcement of its interim results in early March and is prevented from repurchasing shares during this period. Further details of the share repurchase programme will be announced at the same time as publication of the interim results.
Further Enquiries:
Leaf Clean
Bran Keogh (via Cenkos)
Cenkos Securities plc
Ivonne Cantú/Liz Bowman 020 7397 8980
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