22 Jan 2010 15:25
Leaf Clean Energy Company ("Leaf Clean" or the "Company")
22 January 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
NOTICE OF GENERAL MEETING AND PROPOSED ADMISSION TO AIM OF THE COMPANY
Recommended Merger of Leaf Clean and Trading Emissions plc
On 17 December 2009, the boards of Trading Emissions PLC ("Trading Emissions") and Leaf Clean announced that they had reached agreement on the terms of a recommended all-share merger of Trading Emissions and Leaf Clean under which all of the issued and to be issued share capital of Trading Emissions would be acquired by Leaf Clean (the "Merger"). The Merger is to be effected by means of a scheme of arrangement of Trading Emissions pursuant to section 152 of the Isle of Man Companies Act 1931 (the "Scheme"). As a result of its scale the Merger constitutes a reverse takeover for Leaf Clean under the AIM Rules and is conditional upon the consent by Leaf Clean Shareholders at a general meeting. As a reverse takeover, the Merger will result in an automatic cancellation of the admission to trading of Leaf Clean's shares on AIM and Leaf Clean will therefore be applying for re-admission to AIM upon completion of the Merger.
Leaf Clean is today posting to its shareholders an admission document in respect of its application for re-admission to AIM (the "Admission Document"). A notice convening a general meeting at which resolutions will be proposed to, among other things, approve the Merger (the "Leaf Clean EGM"), is also set out in the Admission Document.
For further details of the transaction please see the Company's announcement made on 17 December 2009. An electronic copy of the Admission Document is available on the Company's website at www.leafcleanenergy.com.
The Leaf Clean EGM will be held at at the offices of Maples and Calder, Ugland House, South Church Street George Town, Grand Cayman KY1-1104, Cayman Islands on 19 February 2010 at 4:00 pm (London time).
Recommendation
The board of Leaf Clean considers the Merger to be in the best interests of Leaf Clean and Leaf Clean's shareholders as a whole. The directors of Leaf Clean have therefore unanimously recommended that Leaf Clean shareholders vote in favour of the resolutions relating to the Merger to be proposed at the Leaf Clean EGM, as they intend to do in respect of their own beneficial holdings which amount in aggregate to 127,500 Leaf Clean shares, representing approximately 0.1 per cent. of the existing issued ordinary share capital of Leaf Clean.
The expected timetable of principal events is:
| Latest time for lodging Forms of Instructions for Leaf Clean EGM | 4.00 p.m. (London time) on 16 Feb 2010 |
| Latest time for lodging Forms of Proxy for Leaf Clean EGM | 4.00 p.m. (London time) on 17 Feb 2010 |
| Leaf Clean EGM | 4.00 p.m. (London time) on 19 Feb 2010 |
| Trading Emissions Court Meeting | 10.00 a.m. (London time) on 19 February 2010 |
| Trading Emissions EGM | 10.15 a.m. (London time) on 19 February 2010 |
| Effective Date of the Scheme | 23 February 2010 |
| Admission to trading on AIM of the Leaf Clean shares issued in connection with the Merger and commencement of dealings in such shares on AIM | 8.00 a.m. on 23 February 2010 |
The effective date of the Merger and the date of admission to trading on AIM of the Leaf Clean shares issued in connection with the Merger set out above are indicative only. The actual dates will depend, amongst other things, on the date on which the Court sanctions the Scheme.
For further enquiries, please contact:
Leaf Clean Energy
Bran Keogh (via Cenkos)
Cenkos Securities plc
Ivonne Cantu/Liz Bowman +44 207 397 8900
Trading Emissions PLC (via Haggie Financial PR)
Neil Eckert
Malcolm Gillies
Liberum Capital Limited (nominated adviser and Rule 3 adviser to Trading Emissions)
Steve Pearce
Tom Fyson
Tel: +44 (0) 20 3100 2000
Additional Information
1.The Proposed Directors
The boards of Trading Emissions and Leaf Clean have agreed a unified board for the Leaf Clean following the Merger (the "Enlarged Group") drawn from a combination of the current directors of both Trading Emissions and Leaf Clean. The initial composition of the board of the Enlarged Group will be Neil Eckert (as non-executive chairman) and Malcolm Gillies, Bran Keogh, J. Curtis Moffatt, Bertrand Rassool, Peter Vanderpump and NigelWood (as non-executive directors).
Neil Eckert (age 47)
Neil will be the non-executive chairman of the Enlarged Group. Until April 2005, Neil was Chief Executiveof Brit Insurance Holdings PLC, an insurance and reinsurance company with operations in the UK andabroad. Neil founded Brit Insurance Holdings PLC in 1995 as an Investment Trust listed on the London Stock Exchange. Neil is on the board of the Isle of Man Assurance Company; Ebix Inc, an insurance based software company traded on NASDAQ; the Environmental Credit Corporation, a U.S. company dedicated tosecuring CO2 permits from U.S. agricultural business; and Ri3K, a UK technology hub for the reinsurance market. Neil is also Chairman of Design Technology & Innovation Limited, a patenting and intellectual property company.
Malcolm Gillies (age 59)
Malcolm Gillies retired from legal practice 3 years ago. He has over 30 years in-depth practical experience as a commercial lawyer with particular emphasis on investment funds. He is a director of several companies and company secretary of Axis-Shield PLC.
Bran Keogh (age 44)
Bran Keogh was appointed as a director of Leaf Clean on 8 June 2007. Bran is a shareholder and director of Tynagh Energy Ltd, one of the first independent power producers in Ireland. He specialises in project evaluation, project financing and mergers/acquisitions. He has been responsible for arranging large scale finance for projects in the construction and energy sectors. He previously worked for the Irish government agency, Irish Productivity Centre, as a specialist on engineering and information systems. Bran is experienced in the appraisal and commercial development of projects in the area of renewable energy and, in particular, in the field of structured finance. He is currently working on co-developing a series of conventional and renewable energy projects with some of the major utilities in Ireland.
J. Curtis Moffatt (age 59)
Curtis Moffatt was appointed as a director of Leaf Clean on 8 June 2007. Curtis is a partner at Van Ness Feldman, a law firm specialising in US energy and environmental laws and counsels clients on issues including project development, climate change and corporate restructuring. He has represented energy clients for nearly 30 years before state and federal regulatory commissions, courts and legislative bodies. In addition, he has served as special regulatory counsel in financial transactions that include public and private placements involving cogeneration and gas and petroleum products pipeline projects. Curtis has served on the board of the Charitable Foundation of the Energy Bar Association and has served on the boards of several philanthropic organisations.
Bertrand Rassool (age 52)
Bertrand Rassool is currently Group Deputy CEO, British American Investment Group of Companies, Mauritius which is second largest group of companies in Mauritius, with investments in the financial services, trade, transportation, construction, tourism and health sectors. The BA Group is fast expanding into the region and beyond, having investments / offices in Kenya, South Africa, Madagascar, Dubai, Malta and the UK. Bertrand Rassool was previously High Commissioner for the Republic of Seychelles in London from 1999 to 2004.
Peter Vanderpump (age 61)
Peter Vanderpump is a Chartered Accountant and a former partner of Deloitte & Touche Isle of Man. He brings over 30 years' experience in international public accounting dealing with a wide range of listed and unlisted companies. He is a former chairman of the Isle of Man Society of Chartered Accountants and Chairman of the Isle of Man International Business School.
Nigel Wood (age 53)
Nigel Wood is a British Chartered Accountant and a Trusts and Estates Practitioner. He joined Isle of Man Assurance as Group Accountant in 1983 and served as Finance Director from 1986 until his appointment as Managing Director and Chief Executive in 1998. He is Chairman of the board of governors of King William's College and the Buchan School.
Further details of their terms of appointment are included in the Admission Document
2. Information on Trading Emissions
Trading Emissions is a closed-end investment company that specialises in renewable energy projects and emissions instruments such as carbon credits. The Company was incorporated in the Isle of Man on 15 March 2005 as a public limited company and in April 2005 its shares were admitted to trading on AIM.
Trading Emissions' market capitalisation on 21 January 2010 (being the latest practicable date prior to the publication of this announcement) was approximately £224.61 million. The Closing Price per Trading Emissions share on 21 January 2010 (being the latest practicable date prior to the posting of this document) was 87.25 pence and its last published Net Asset Value per Trading Emissions Share as at 30 June 2009 was 150.45 pence. Trading Emission reported a loss of £228,580 on the year ending June 30, 2009.
Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and financial adviser to Leaf Clean in respect of the Merger, and no one else in connection with the Merger and will not be responsible to anyone other than Leaf Clean for providing the protections afforded to the clients of Cenkos Securities nor for providing advice in relation to the Merger or any other matter referred to herein. Cenkos Securities will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Merger and will not be responsible to anyone other than Leaf Clean for providing any advice in relation to the Merger, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Cenkos Securities for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as nominated adviser and Rule 3 adviser to Trading Emissions in respect of the Merger, and for no one else in relation to the Merger and will not be responsible to anyone other than Trading Emissions for providing the protections afforded to the clients of Liberum Capital nor for providing advice in relation to the Merger or any other matter referred to herein. Liberum Capital will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Merger and will not be responsible to anyone other than Trading Emissions for providing any advice in relation to the Merger, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Liberum Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material
information.
Information to Leaf Clean shareholders relating to the Merger will be made available solely through the Admission Document, which will contain the full terms of the Merger, and include details of how to vote in respect of the Merger. Any vote in relation to the Merger should be made only on the basis of the information in the Admission Document. Leaf Clean shareholders are advised to read the Admission Document carefully.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Leaf Clean or Trading Emissions, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the effective date of the Scheme or until the date on which the Scheme lapses or is otherwise withdrawn or on which the "offer period" otherwise ends (or, if Leaf Clean elects to effect the Merger by way of a takeover offer, until the date on which such offer becomes or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends). If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" of Leaf Clean or Trading Emissions, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Leaf Clean or of Trading Emissions by Leaf Clean or Trading Emissions, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0) 20 7638 0129, or fax number +44(0) 20 7236 7013.