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Recommended merger of TEP and Leaf Clean Energy

17 Dec 2009 11:30

RNS Number : 2881E

Trading Emissions PLC

17 December 2009

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

17 December 2009

RECOMMENDED MERGER OF TRADING EMISSIONS PLC

AND LEAF CLEAN ENERGY COMPANY

Summary

The Merger is to be implemented by means of a scheme of arrangement of Trading Emissions under section 152 of the Isle of Man Companies Act 1931, which requires the approval of Trading Emissions Shareholders and the sanction of the Scheme by the Court.

The Trading Emissions Board and the Leaf Clean Board believe that the Merger has strategic and financial logic for Trading Emissions and Leaf Clean and offers shareholders the opportunity to benefit from the growth opportunity expected to result from combining the two companies.

Trading Emissions is a closed-end investment company that specialises in renewable energy projects and emissions instruments such as carbon credits. Leaf Clean is a closed-end investment company specialising in clean energy companies and projects, primarily in North America.

The Merger will create the largest carbon focused company quoted in London with a balanced portfolio of renewable energy and other carbon exposed assets in US, Asia, Africa and Latin America.

The Merger will be conducted on a formula asset value basis which is common practice for investment company mergers.

Under the Scheme Trading Emissions Shareholders will receive the following:

For every Trading Emissions Share such number of New Leaf Clean Shares as shall have a value (calculated by reference to the Formula Asset Value of an existing Leaf Clean Share at the Calculation Date) equal to 100 per cent. of the Formula Asset Value of a Trading Emissions Share at the Calculation Date.

For illustrative purposes only, had the Calculation Date been on 14 December 2009 (being the latest practicable date prior to this announcement) Trading Emissions and Leaf Clean estimate that:

FAV per Trading Emissions Share would have been approximately 161.6 pence and FAV per Leaf Clean Share would have been approximately 98.4 pence;

a Trading Emissions Shareholder would therefore have been entitled to approximately 1.6424 New Leaf Clean Shares for every Trading Emissions Share held;

the Closing Price per Leaf Clean Share on 16 December 2009 was 77.5 pence, therefore the implied offer price for each Trading Emissions Share would have been 127.3 pence; and

on the basis of the illustration above, the Merger would result in the issue in aggregate of 422,810,148 New Leaf Clean Shares representing approximately 69.7 per cent. of the enlarged share capital of Leaf Clean.

Following completion of the Merger:

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 Nigel Wood as non-executive directors. It is the intention to strengthen such board as soon as is practicable by adding an additional non-executive director who is likely to have experience of private equity investments;

EEA, which currently acts as investment adviser to both Trading Emissions and Leaf Clean, will be appointed to act as investment adviser to the Enlarged Group under a new investment advisory agreement, further details of which are set out below; and

subject to satisfying eligibility criteria, Leaf Clean intends to make an application to obtain a primary listing on the Official List as soon as possible. This is expected to occur during the second half of 2010. As the Merger constitutes a reverse takeover of Leaf Clean under the AIM Rules and will result in an automatic cancellation of the admission to trading of Leaf Clean Shares on AIM, Leaf Clean will initially be applying for re-admission to AIM upon completion of the Merger.

Following the Merger, the Enlarged Group will have an aggregated FAV of approximately £596.7 million (with £416.0 million attributable to Trading Emissions and £180.7 million attributable to Leaf Clean) based on an illustrative calculation date as at 14 December 2009.

Following the Merger, the Enlarged Group will be well funded, with last reported audited cash balances (restricted and unrestricted cash) as at 30 June 2009 of approximately £178.1 million and £102.0 million for Trading Emissions and Leaf Clean respectively.

Those Trading Emissions Directors who hold Trading Emissions Shares have irrevocably undertaken to vote, or to procure votes in favour of the resolutions to be proposed at the Court Meeting and the Trading Emissions EGM in respect of their own beneficial holdings, representing approximately 0.7 per cent. of the existing issued share capital of Trading Emissions. In addition, the Leaf Clean Directors have irrevocably undertaken to vote, or to procure votes in favour of the resolutions to be proposed at the Leaf Clean EGM relating to the Merger in respect of their own beneficial holdings, representing approximately 0.1 per cent. of the existing issued share capital of Leaf Clean.

In addition, irrevocable undertakings to vote, or to procure votes, in favour of the Trading Emissions Resolutions and the Leaf Clean Resolutions have been received from Trading Emissions Shareholders representing approximately 46.3 per cent. of the voting rights of Trading Emissions and from Leaf Clean Shareholders representing 43.0 per cent of the voting rights of Leaf Clean, respectively.

Letters of intent to vote, or to procure votes, in favour of the Trading Emissions Resolutions and the Leaf Clean Resolutions have been received from Trading Emissions Shareholders representing 15.8 per cent. of the voting rights of Trading Emissions and from Leaf Clean Shareholders representing 10.4 per cent. of the voting rights of Leaf Clean, respectively.

Therefore, irrevocable undertakings and letters of intent to vote, or to procure to vote, in favour of the Trading Emissions Resolutions and the Leaf Clean Resolutions have been received from Trading Emissions Shareholders representing 62.8 per cent. of the voting rights of Trading Emissions and from Leaf Clean Shareholders representing 53.5 per cent. of the voting rights of Leaf Clean respectively.

The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, including, amongst other things, the sanction of the Court and the approval of the shareholders of both Trading Emissions and Leaf Clean.

Trading Emissions intends to post the Scheme Document as soon as practicable after the publication of this announcement.

Commenting on the Merger, Neil Eckert, Non-Executive Chairman of Trading Emissions, said:

"The proposed merger of these two well matched and highly complementary businesses provides compelling benefits for their shareholders with important scale and geographic diversification giving greater opportunity to benefit from the expected growth in a globally developing clean energy industry".

Commenting on the Merger, Peter Tom, Non-Executive Chairman of Leaf Clean, said:

"A merger with Trading Emissions would give Leaf Clean shareholders the opportunity to gain additional exposure to the carbon market and increase its geographic diversification. The increased scale of the combined group will put Leaf Clean in a stronger position to take advantage of the growing opportunities in clean energy."

The summary forms part of and should be read in conjunction with this announcement and the Appendices. Appendix I of the announcement sets out the conditions and principal further terms of the Merger. Further details of the calculation of Trading Emissions Shareholder entitlements under the Scheme are set out in Appendix II of this announcement. Appendix III of the announcement contains information on sources and bases used in the announcement. Appendix IV of the announcement contains further details of the irrevocable undertakings and letters of intent. Certain terms used in the announcement are defined in Appendix V of the announcement.

Liberum Capital Limited is acting as nominated adviser and Rule 3 adviser to Trading Emissions in respect of the Merger.

Cenkos Securities plc is acting as nominated adviser and financial adviser to Leaf Clean in respect of the Merger. Enquiries:

Trading Emissions (via Haggie Financial PR) Leaf Clean (via Bulletin PR)

Neil Eckert Peter Tom

Malcolm Gillies Bran Keogh

Liberum Capital Limited Cenkos Securities plc

(nominated adviser and Rule 3 adviser to (nominated adviser and financial adviser to Leaf Clean)

Trading Emissions)

Tel: +44 (0) 20 3100 2000 Tel: +44 (0) 20 7397 8900

Steve Pearce Ivonne Cantú

Tom Fyson Elizabeth Bowman

Haggie Financial PR Bulletin PR

(PR adviser to Trading Emissions) (PR adviser to Leaf Clean)

Tel: +44 (0) 20 7417 8989 Tel: +44 (0) 7947 915028

Peter Rigby Ian Beestin

Alexandra Parry

Important information

This announcement is not intended to, and does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation is unlawful. The Merger relates to the shares of Trading Emissions, an Isle of Man company, and this announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purposes of complying with, Isle of Man law and the Code. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the Isle of Man.

This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Trading Emissions and Leaf Clean are advised to read carefully the formal documentation in relation to the Merger once it has been despatched. The proposals of the Merger will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any acceptance or other response to the proposals should be made only on the basis of the information in the Scheme Document.

The Trading Emissions Directors accept responsibility for all the information contained in this Announcement except for that information for which the Leaf Clean Directors accept responsibility. To the best of the knowledge and belief of the Trading Emissions Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Leaf Clean Directors accept responsibility for all information in this Announcement relating to Leaf Clean, the Leaf Clean Group and its directors. To the best of the knowledge and belief of the Leaf Clean Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such 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 (other than its advice to the Trading Emissions Board) or for the omission of any material information.

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 (other than its advice to the Leaf Clean Board) or for the omission of any material information.

Overseas jurisdictions

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.

In particular, this announcement is not an offer of securities for sale in the United States, Australia, Canada or Japan and the New Leaf Clean Shares, which will be issued in connection with the Scheme, have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act") or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Leaf Clean Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. The New Leaf Clean Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from the United States absent registration under the Securities Act or pursuant to an exemption from registration thereunder. The New Leaf Clean Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from Canada, Australia or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan absent an exemption from registration or an exemption under relevant securities law. It is expected that the New Leaf Clean Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Trading Emissions Shareholders (whether or not US persons) who are or will be "affiliates" of Trading Emissions or Leaf Clean prior to, or of Leaf Clean after, the Effective Date may be subject to timing, manner of sale and volume restrictions on the sale of the New Leaf Clean Shares received in connection with the Scheme under Rule 145 under the Securities Act. Trading Emissions Shareholders in the United States should note that the Scheme relates to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and will be governed by Isle of Man law. Neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies.

Trading Emissions and Leaf Clean are companies incorporated and registered in the Isle of Man and the Cayman Islands, respectively. All or a substantial portion of the assets of Trading Emissions, Leaf Clean or their respective directors and officers may be located outside of the United States and, as a result, it may not be possible to satisfy a judgment against Trading Emissions, Leaf Clean or their respective directors and officers in the United States or to enforce a judgment obtained by US courts against Trading Emissions, Leaf Clean or their respective directors and officers outside the United States.

If the Merger is implemented by way of a takeover offer, it will be made in accordance with the applicable US tender offer rules and applicable US securities laws. If the Merger is implemented by way of a takeover offer, Leaf Clean does not presently intend to register the New Leaf Clean Shares to be issued in connection with such offer under the Securities Act or under the securities laws of any state, district, or other jurisdiction of the United States and any issuance of New Leaf Clean Shares in a takeover offer will be conducted pursuant to applicable exemptions from, or in a transaction not subject to, the registration requirements of the Securities Act or such other securities laws.

Forward looking statements

This announcement may contain statements about the Trading Emissions Group and the Leaf Clean Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Trading Emissions Group or the Leaf Clean Group; and (iii) the effects of government regulation on the business of the Trading Emissions Group or the Leaf Clean Group.

These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Trading Emissions or Leaf Clean. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to the Trading Emissions Group or the Leaf Clean Group or any of their members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this announcement are based on information available on the date hereof. Neither Trading Emissions nor Leaf Clean undertakes any obligation to update publicly or revise any forward-looking statements.

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 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.

Publication of this announcement

A copy of this announcement is available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Trading Emissions's website www.tradingemissionsplc.com and Leaf Clean's website www.leafcleanenergy.com.

17 December 2009

RECOMMENDED MERGER OF TRADING EMISSIONS PLC

AND LEAF CLEAN ENERGY COMPANY

1. Introduction

The Boards of Trading Emissions plc ("Trading Emissions") and Leaf Clean Energy Company ("Leaf Clean") are pleased to announce today that they have reached agreement on the terms of a recommended all-share merger of Leaf Clean and Trading Emissions under which all of the issued and to be issued share capital of Trading Emissions would be acquired by Leaf Clean. The Merger will constitute a reverse takeover for Leaf Clean under the AIM Rules. The Merger is to be implemented by means of a scheme of arrangement between Trading Emissions and the Scheme Shareholders under section 152 of the Isle of Man Companies Act 1931, which requires the approval of Trading Emissions Shareholders and the sanction of the Scheme by the Court.

The Merger will create the largest carbon focused company quoted in London with a balanced portfolio of carbon credits, renewable energy projects and other carbon exposed assets in US, Asia, Africa and Latin America.

The Merger will be conducted on a formula asset value basis which is common practice for investment company mergers, further details of which are set out in paragraph 2 below and Appendix II of this announcement.

Following completion of the Merger:

subject to satisfying eligibility criteria, Leaf Clean intends to make an application to obtain a primary listing on the Official List as soon as possible. This is expected to occur during the second half of 2010. As the Merger constitutes a reverse takeover for Leaf Clean under the AIM Rules and will result in an automatic cancellation of the admission to trading of Leaf Clean Shares on AIM, Leaf Clean will initially be applying for re-admission to AIM upon completion of the Merger.

2. Terms of the Merger

It is intended that the Merger will be implemented by way of a court approved scheme of arrangement under section 152 of the Act. The purpose of the Scheme is to enable Leaf Clean to acquire the whole of the issued and to be issued ordinary share capital of Trading Emissions. The Scheme is expected to become effective in February 2010.

Under the Scheme Trading Emissions Shareholders will receive the following:

If the Scheme becomes effective, all the Scheme Shares will be transferred to Leaf Clean and, in exchange, Trading Emissions Shareholders will be entitled to receive New Leaf Clean Shares based on the respective Formula Asset Values of Trading Emissions and Leaf Clean as at the Calculation Date. Further details of the calculation of Trading Emissions Shareholder entitlements are set out in Appendix II of this announcement.

For illustrative purposes only, had the Calculation Date been on 14 December 2009 (being the latest practicable date prior to this announcement) Trading Emissions and Leaf Clean estimate that:

FAV per Trading Emissions Share would have been approximately 161.6 pence and FAV per Leaf Clean Share would have been approximately 98.4 pence;

a Trading Emissions Shareholder would therefore have been entitled to approximately 1.6424 New Leaf Clean Shares for every Trading Emissions Share held;

the Closing Price per Leaf Clean Share on 16 December 2009 was 77.5 pence, therefore the implied offer price for each Trading Emissions Share would have been 127.3 pence; and

This illustration and the estimates on which it is based should not be considered or relied upon as indicative or an estimate of the actual Trading Emissions FAV or Leaf Clean FAV. In particular, it should be noted that the FAV per Trading Emissions Share on any particular day is dependent, among other things, on carbon prices, which are volatile. Carbon prices on 14 December 2009 (being the latest practicable date prior to this announcement) have been used to calculate the estimate of the FAV per Trading Emissions Share for the purposes of the illustration above.

If the Scheme becomes effective, Trading Emissions will become a wholly-owned subsidiary of Leaf Clean on the Effective Date and Scheme Shareholders will receive the relevant consideration referred to above.

Fractions of New Leaf Clean Shares will not be allotted or issued pursuant to the Scheme and fractional entitlements will be rounded down to the nearest whole number of New Leaf Clean Shares. The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, and include approval of the Scheme by the Trading Emissions Shareholders, approval of the Merger by the Leaf Clean Shareholders and the sanction of the Scheme by the Court. The Scheme can only become effective if all the Conditions have been satisfied or, where relevant, waived.

Subject to satisfying eligibility criteria, Leaf Clean intends to make an application to obtain a primary listing on the Official List as soon as possible. This is expected to occur during the second half of 2010. As the Merger constitutes a reverse takeover for Leaf Clean under the AIM Rules and will result in an automatic cancellation of the admission to trading of Leaf Clean Shares on AIM, Leaf Clean will initially be applying for re-admission to AIM upon completion of the Merger. In the event that any subsequent applications to the UK Listing Authority and the London Stock Exchange for admission to the Official List and admission to trading on the Main Market respectively are not made or are unsuccessful, Leaf Clean's shares will remain admitted to trading on AIM.

3. Background to and reasons for the Merger

The Trading Emissions Board and the Leaf Clean Board believe that the Merger has strategic and financial logic for Trading Emissions and Leaf Clean. The Merger will create an international clean energy investment company with a balanced portfolio of clean energy assets and investments in North American and international markets.

The Trading Emissions Board and the Leaf Clean Board believe that the Merger will build on the existing strategies of the Trading Emissions Group and the Leaf Clean Group and combine their complementary skills and operations. The Merger is expected to put the Enlarged Group in a better position to capture the growth opportunities that the Trading Emissions Board and the Leaf Clean Board expect in the clean energy sectors.

The Trading Emissions Board and the Leaf Clean Board believe that the Merger will create a combined investment company with enhanced prospects. The Enlarged Group will benefit from:

enhanced market position, scale and growth platform in the clean energy arena;

exposure to a more diversified clean energy asset portfolio with further potential for value growth;

income from the Enlarged Group's portfolio of assets which would help fund the Enlarged Group's long-term development plans;

operational, strategic and cost synergies through shared infrastructure of closely aligned operations; and

a broader institutional shareholder base and the potential for increased liquidity for shareholders of the Enlarged Group.

The Merger consists of a share for share exchange on a formula asset value basis. The Trading Emissions Directors believe that, in exchanging their Scheme Shares for New Leaf Clean Shares, the Trading Emissions Shareholders will continue to maintain an exposure to Trading Emissions' investment activities in the fast developing carbon markets and established portfolio of carbon assets as well as gaining exposure to Leaf Clean's portfolio of clean energy investments.

4. Recommendation of Trading Emissions Board

The Trading Emissions Directors, who have been so advised by Liberum Capital, consider the terms of the Merger to be fair and reasonable. In providing advice to the Trading Emissions Directors, Liberum Capital has taken into account the commercial assessments of the Trading Emissions Directors.

Accordingly, the Trading Emissions Directors have unanimously agreed to recommend that Trading Emissions Shareholders vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the Trading Emissions EGM, as they have undertaken to do in respect of their own beneficial holdings of 1,885,007 Trading Emissions Shares (representing, in aggregate, approximately 0.7 per cent. of the existing issued ordinary share capital of Trading Emissions).

Trading Emissions Shareholders considering voting in favour of the Scheme and the Trading Emissions Resolutions are referred to the investment considerations which will be set out in the Scheme Document. If Trading Emissions Shareholders are in any doubt as to the action they should take, they should seek their own financial advice from an independent financial adviser.

5. Recommendation of Leaf Clean Board

The Merger is conditional on the approval by Leaf Clean Shareholders of the Leaf Clean Resolutions at the Leaf Clean EGM. The Leaf Clean Board has unanimously agreed to recommend that Leaf Clean Shareholders vote in favour of the Leaf Clean Resolutions, as they have undertaken to do in respect of their own beneficial holdings of 127,500 Leaf Clean Shares (representing, in aggregate, approximately 0.1 per cent. of the existing issued ordinary share capital of Leaf Clean).

6. 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 the AIM market of the London Stock Exchange.

Trading Emissions' market capitalisation on 16 December 2009 (being the latest practicable date prior to the date of this announcement) was approximately £238.1 million. The Closing Price per Trading Emissions Share on 16 December 2009 (being the latest practicable date prior to the date of this announcement) was 92.5 pence and its last published net asset value per Trading Emissions Share as at 30 June 2009 was 150.45 pence.

Trading Emissions' principal objective is to make capital profits from purchasing emissions assets at appropriate prices. The core part of the portfolio is in the form of long positions in carbon assets, although some trading takes place. Trading Emissions also invests in other selected emissions assets. In addition, Trading Emissions seeks to generate income from the provision of finance for selected programmes such as aggregation, monetisation, collateralisation and other approaches to carbon trading.

Trading Emissions' investment strategy follows two underlying principles:

the creative deployment of capital to obtain carbon credits at reasonable prices, such investments including the use of equity, debt and various instruments such as Emission Reduction Purchase Agreements; and

the rapid adaptation to changing market conditions and emerging opportunities.

EEA acts as principal investment adviser to Trading Emissions, with responsibility for originating, appraising and presenting investment proposals to Trading Emissions in accordance with the investment policy and objectives that the Trading Emissions Board sets out from time to time. The decision as to whether or not to make an investment is made solely at the discretion of the Trading Emissions Board.

7. Information on Leaf Clean

Leaf Clean is a closed-end investment company incorporated and registered in the Cayman Islands on 14 May 2007. Leaf Clean was established to acquire interests in, own, operate and manage clean energy companies and projects primarily in North America. Clean energy includes activities such as the production of alternative fuels, renewable power generation and the use of technologies to reduce the environmental impact of traditional energy. The shares of Leaf Clean were admitted to trading on the AIM market of the London Stock Exchange on 28 June 2007 when dealings also commenced.

Leaf Clean's market capitalisation on 16 December 2009 (being the latest practicable date prior to the date of this announcement) was approximately £142.3 million. The Closing Price per Leaf Clean Share on 16 December 2009 (being the latest practicable date prior to the date of this announcement) was 77.5 pence and its last published net asset value per Leaf Clean Share as at 30 June 2009 was 104 pence.

Leaf Clean seeks to achieve long term capital appreciation primarily through making privately negotiated acquisitions of interests (principally equity but also equity-related and subordinated or mezzanine debt securities) in both projects and companies which own assets in or participate in the clean energy sector and through the generation and commercialisation of carbon credits derived from these projects.

EEA also acts as investment adviser to Leaf Clean pursuant to the terms of an asset advisory agreement. On behalf of Leaf Clean, EEA sources investment opportunities in the renewable and alternative energy markets and provides screening, evaluation, development, operation and maintenance services for renewable and alternative energy assets. The decision as to whether or not to make an investment is made solely at the discretion of the Leaf Clean Board.

8. Board of directors, key management and employees

The Boards of Trading Emissions and Leaf Clean have agreed a unified board drawn from a combination of the current directors within 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 Nigel Wood, as non-executive directors. Philip Scales will continue as company secretary but not as a director. It is the intention to strengthen the board of the Enlarged Group as soon as is practicable by adding an additional non-executive director who is likely to have experience of private equity investments. At the same time, the future requirements of the Enlarged Group are being assessed to ensure that the Enlarged Group's board going forward will have an appropriate mix of expertise and experience.

Upon completion of the Merger, EEA, which currently acts as investment adviser to both Trading Emissions and Leaf Clean, will be appointed to act as investment adviser to the Enlarged Group.

The Trading Emissions Group has no employees. Each of the Trading Emissions Directors holds office pursuant to a letter of appointment. Notwithstanding this position, Leaf Clean has given assurances to Trading Emissions that any existing employment rights of the management of Trading Emissions and its subsidiaries will be safeguarded, as required by applicable law, upon the Merger becoming effective or being declared unconditional in all respects.

9. Irrevocable undertakings and letters of intent

Those Trading Emissions Directors who hold Trading Emissions Shares have irrevocably undertaken to vote or procure votes in favour of the Trading Emissions Resolutions in respect of their own beneficial holdings of 1,885,007 Trading Emissions Shares representing, in aggregate, approximately 0.7 per cent. of the voting rights of Trading Emissions.

In addition, further irrevocable undertakings to vote, or to procure votes, in favour of the Trading Emissions Resolutions have been secured from certain Trading Emissions Shareholders in respect of, in aggregate, 119,138,803 Trading Emissions Shares, representing approximately 46.3 per cent. of the voting rights of Trading Emissions.

Furthermore, Trading Emissions has received non-legally binding letters of intent from certain Trading Emissions Shareholders to vote, or to procure votes, in favour of the Trading Emissions Resolutions in respect of 40,557,526 Trading Emissions Shares, representing approximately 15.8 per cent. of the voting rights of Trading Emissions.

Those Leaf Clean Directors who hold Leaf Clean Shares have irrevocably undertaken to vote, or to procure votes, in favour of the Leaf Clean Resolutions in respect of their own beneficial holdings of 127,500 Leaf Clean Shares representing, in aggregate, approximately 0.1 per cent. of the voting rights of Leaf Clean.

In addition, further irrevocable undertakings to vote or procure votes in favour of the Leaf Clean Resolutions have been secured from certain Leaf Clean Shareholders in respect of, in aggregate, 79,044,600 Leaf Clean Shares, representing approximately 43.0 per cent. of the voting rights of Leaf Clean.

In addition, Leaf Clean has received non-legally binding letters of intent from certain Leaf Clean Shareholders to vote or procure votes in favour of the Leaf Clean Resolutions in respect of 19,040,000 Leaf Clean Shares, representing approximately 10.4 per cent. of the voting rights of Leaf Clean.

Therefore, irrevocable undertakings and letters of intent to vote, or to procure to votes, in favour of the Trading Emissions Resolutions and the Leaf Clean Resolutions have been received from Trading Emissions Shareholders representing 62.8 per cent. of the voting rights of Trading Emissions and from Leaf Clean Shareholders representing 53.5 per cent. of the voting rights of Leaf Clean respectively.

Further details of these irrevocable undertakings and letters of intent are set out in Appendix IV to this announcement.

10. New Leaf Clean Shares

The New Leaf Clean Shares proposed to be issued to Trading Emissions Shareholders pursuant to the Scheme will be new ordinary shares in the share capital of Leaf Clean. The New Leaf Clean Shares will be issued credited as fully paid, will rank equally in all respects with the existing Leaf Clean Shares and will be entitled to all dividends and other distributions declared by Leaf Clean at any time after the date of their issue. The New Leaf Clean Shares may be held in uncertificated form.

Further details of the New Leaf Clean Shares will be set out in the Scheme Document.

11. Investment Advisory Arrangements

Investment Advisory Agreement

Upon completion of the Merger, the existing investment advisory agreements between EEA and each of Leaf Clean and Trading Emissions will be terminated and replaced with the new Investment Advisory Agreement pursuant to which EEA will be appointed as investment adviser to the Enlarged Group.

The Investment Advisory Agreement is for an initial 24 month period from the Effective Date and shall be terminable by Leaf Clean on 12 months' prior written notice to take effect no earlier than the expiry of the initial 24 month period. The Investment Advisory Agreement may also be terminated (a) by Leaf Clean on one month's notice if EEA is in material breach of any term of the Investment Advisory Agreement and has failed to remedy such breach having been given reasonable opportunity (being not less than 30 business days) to remedy such breach; (b) by EEA if Leaf Clean fails to make any payment due under, or otherwise is in material breach of any term of, the Investment Advisory Agreement and fails to remedy the same (within 20 business days in the case of any non-payment and otherwise after reasonable opportunity, being not less than 30 business days); and (c) by either Leaf Clean or EEA on one month's notice if the other becomes subject to any insolvency or similar event.

EEA shall be entitled under the Investment Advisory Agreement to receive a quarterly management fee (payable in advance) equal to a percentage of the gross asset value of the Enlarged Group's portfolio as determined in accordance with such agreement (the "Management Fee"). The relevant percentage will be set on the Calculation Date and will represent the weighted average of the management fees currently payable to EEA by each of Leaf Clean and Trading Emissions based on their relative gross assets. The Management Fee shall be payable quarterly in advance on the basis of the gross asset value of Leaf Clean as at the quarter dates ending 31 March, 30 June, 30 September and 31 December.

The Investment Adviser shall also be entitled to receive a performance fee equal to 20 per cent. of the amount by which the market capitalisation of Leaf Clean as at the end of a performance period exceeds the higher of (a) the Starting Market Capitalisation (as defined below) grossed up at an annual rate of 8 per cent. and adjusted to allow for the issue of further shares and for dividends and other distributions paid to shareholders; and (b) the market capitalisation of Leaf Clean (adjusted to allow for the issue of further shares and for dividends and other distributions) as at the end of the latest performance period (if any) when a performance fee was paid.

The Starting Market Capitalisation of Leaf Clean for the purposes of calculating the performance fee payable under the Investment Advisory Agreement shall be determined by reference to a share price per Leaf Clean Share representing a weighted average (based on relative Formula Asset Values) of the performance fee hurdle rates for each of Leaf Clean and Trading Emissions under their current arrangements with EEA (being 119.8p and 221.5p, respectively). Based on the Formula Asset Value estimates contained in this announcement, this would equate to a post-Merger price per Leaf Clean Share of 130p.

The first performance period will be from the Effective Date to 30 June 2010 and all subsequent performance periods will run from 1 July to 30 June. Of the performance fee paid to EEA, 67 per cent. will be in cash and, subject, inter alia, to applicable law, any relevant shareholder approval, the articles of association of Leaf Clean and any applicable rules of the London Stock Exchange or the interests of EEA (together with its affiliates) not exceeding 20 per cent. or more of the issued share capital of Leaf Clean, the balance shall be payable in Leaf Clean Shares.

Leaf Clean has agreed to indemnify EEA and its associates (as defined in the FSA's handbook of rules and guidance), agents, delegates, employees, shareholders, representatives and officers (each an "Indemnified Party") in respect of any losses incurred by them in connection with the Indemnified Party being associated with or otherwise acting on behalf of or in furtherance of what the Indemnified Party reasonably believed to be in the interests of Leaf Clean including, inter alia, by reason of having provided services under the Investment Advisory Agreement, except to the extent such losses are finally determined to have resulted from the negligence, wilful default or fraud of an Indemnified Party or from a breach of the Investment Advisory Agreement.

The new Investment Advisory Agreement also provides that in no event will the aggregate liability of EEA and its Associates (as defined in the FSA's handbook of rules and guidance) under the Investment Advisory Agreement exceed £100 million.

EEA, as Leaf Clean's investment adviser, is a related party of Leaf Clean for the purposes of the AIM Rules. Further, EEA Group Limited has, at 16 December 2009, beneficial holdings of 10,473,307 Trading Emissions Shares and will participate in the Merger on the same terms as other Trading Emissions Shareholders. The Leaf Clean Directors consider, to the extent that the entry into of the Investment Advisory Agreement by EEA and/or participation in the Merger as a Trading Emissions Shareholder constitutes a transaction with a related party for the purposes of Rule 13 of the AIM Rules, and having consulted with Cenkos Securities, Leaf Clean's nominated adviser, that all such arrangements are fair and reasonable insofar as Leaf Clean's shareholders are concerned.

Trading Emissions IAA Amendment Agreements

Under the terms of Trading Emissions' existing investment advisory agreement with EEA, the performance fee for Trading Emissions' financial year ended 30 June 2008 was £40,487,000 (the "2008 Performance Fee"). In accordance with the terms of the Performance Fee Amendment Agreement, the 2008 Performance Fee was deferred such that it shall be payable in five equal annual instalments (each an "Annual Instalment").

Pursuant to the terms of the Deed of Novation, the parties have agreed, subject to and conditional upon the Scheme becoming effective, that Leaf Clean shall perform, and be bound by, the existing Performance Fee Amendment Agreement in place of Trading Emissions, subject to certain amendments to the Performance Fee Amendment Agreement made by the Deed of Novation.

To date, the first Annual Instalment has been discharged by a cash payment by Trading Emissions to EEA of the sum of £8,097,400 and the second Annual Instalment has been discharged by a cash payment by Trading Emissions to EEA of the sum of £4,048,700 with the balance of £4,048,700 being satisfied by the allotment and issue to EEA of 2,313,543 Trading Emissions Shares. Under the existing Performance Fee Amendment Agreement, each of the remaining Annual Instalments are to be satisfied by the cash sum of £4,048,700 and the allotment and issue to EEA of 2,313,543 Trading Emissions Shares credited as fully paid.

Under the terms of the Deed of Novation, Leaf Clean shall, subject to and conditional upon the Scheme becoming effective, satisfy the cash payment obligations in respect of each Annual Instalment and, in respect of each such Annual Instalment, allot and issue to EEA (or as it may direct) such number of Leaf Clean Shares (credited as fully paid) as shall represent the number of Leaf Clean Shares that would be transferred to a holder of 2,313,543 Trading Emissions Shares pursuant to and under the terms of the Merger. The Annual Instalments will be payable shortly after 1 September in 2010, 2011 and 2012, respectively. However, under the terms of the Side Letter, conditional on the Scheme becoming effective, EEA has agreed that an Annual Instalment will be payable only if the average closing bid price per Leaf Clean Share for the last five dealing days of the immediately preceding financial year (the "Reference Price") was not lower than a hurdle price equal to:

Leaf Clean FAV x 129.75p

Trading Emissions FAV

(adjusted as appropriate to reflect dividends or distributions made by Leaf Clean) (the "Hurdle Price").

If any Annual Instalment is not paid because the Reference Price at the relevant year-end was lower than the Hurdle Price, such Annual Instalment(s) will become payable on the first subsequent 1 September following the first year end date with respect to which the Reference Price equals or exceeds the Hurdle Price.

In the event of a change of control of Leaf Clean, or if Leaf Clean enters into an insolvency event or fails to make a payment of the Annual Instalments in accordance with the terms of the Performance Fee Amendment Agreement, then the cash value for each of the outstanding Annual Instalments shall immediately become payable in cash on the date upon which such event occurs. In such event, Leaf Clean shall no longer have any obligation to allot and issue Leaf Clean Shares to EEA under the terms of the Performance Fee Amendment Agreement.

12. Implementation Agreement and break fees

On 17 December 2009, Leaf Clean and Trading Emissions entered into the Implementation Agreement. Pursuant to the terms of the Implementation Agreement, Leaf Clean and Trading Emissions have each undertaken, subject to the fiduciary duties of the Leaf Clean Directors or the Trading Emissions Directors (as appropriate) and any applicable laws and regulations, to co-operate and take all steps as are within its power and are necessary and reasonable to implement the Merger as soon as reasonably practicable.

Furthermore, each of the parties has agreed, amongst other things, that, prior to the earlier of the Effective Date and the termination of the Implementation Agreement, it will not, and will procure that no member of its Group will, subject to the fiduciary duties of the Leaf Clean Directors or the Trading Emissions Directors (as appropriate) or as required by law or regulation or the Panel or with the prior consent of the other party (such consent not to be unreasonably withheld or delayed):

carry on business other than in the ordinary course and consistent in all material respects with past practice;

amend its memorandum or articles of association (other than in connection with the resolutions to be proposed at the Trading Emissions EGM or the Leaf Clean EGM, as the case may be);

take any action which would require the approval of the relevant shareholders in general meeting or the consent of the Panel under Rule 21 of the Code or which would involve it in a substantial transaction under rule 12 of the AIM Rules;

recommend, declare, pay or make or propose to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise;

allot, issue, increase, repay or authorise or propose the issue of, any share capital or any securities convertible into share capital, or rights, warrants or options to acquire any share capital, or any securities convertible into share capital, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, or permit any member of its Group to do any of the foregoing, whether with respect to its own share capital (or securities convertible into or rights exercisable therefor or otherwise obligating the issue thereof) or the share capital of the relevant party (or securities convertible into the same or rights exercisable therefor or otherwise obligating the issue thereof);

redeem, purchase or otherwise acquire any interest in any of its issued share capital;

take any step in relation to its business which is reasonably likely to have the effect of preventing or materially delaying satisfaction of or materially increasing the cost of satisfaction of any of the Conditions in accordance with its terms or omit to take any step it would otherwise take in the ordinary course of business which step, if taken, is reasonably likely to have the effect of satisfying any of the Conditions in accordance with its terms;

alter the nature or scope of its business in any way which is material in the context of either party and its Group taken as a whole or of the Merger;

enter into, amend, supplement or terminate any agreement which is material in the context of the Merger;

take any action, or refrain from taking any action, which may result in EEA not entering into and/or performing its obligations under the Investment Advisory Agreement; or

enter into an agreement or assume any obligation to do any of the foregoing.

Trading Emissions and Leaf Clean have also undertaken to notify the other immediately of any approach that is made to it or any other member of its Group or its directors, employees, advisors or agents in relation to a competing transaction and the material terms of such transaction and to keep the other party informed as to the progress of such approach.

Trading Emissions has agreed to pay Leaf Clean a break fee of £1.5 million (inclusive of any amounts in respect of VAT) if, following execution of the Implementation Agreement:

(i) the recommendation by the Trading Emissions Directors to Trading Emissions Shareholders to vote in favour of the Trading Emissions Resolutions is not unanimously given or is withdrawn, modified or qualified; or

(ii) Trading Emissions commits a breach of the Implementation Agreement the effect of which is material in the context of the Merger; or

(iii) a third party offer (howsoever structured) is announced for Trading Emissions at a time when the Merger has not lapsed or been withdrawn and such offer subsequently becomes or is declared wholly unconditional or is completed.

Leaf Clean has agreed to pay Trading Emissions a break fee of £1.5 million (inclusive of any amounts in respect of VAT) if, following execution of the Implementation Agreement:

(i) the recommendation by the Leaf Clean Directors to Leaf Clean Shareholders to vote in favour of the Leaf Clean Resolutions is not unanimously given or is withdrawn, modified or qualified; or

(ii) Leaf Clean commits a breach of the Implementation Agreement the effect of which is material in the context of the Merger; or

(iii) a third party offer (howsoever structured) is announced for Leaf Clean at a time when the Merger has not lapsed or been withdrawn and such offer subsequently becomes or is declared wholly unconditional or is completed.

The obligations of the parties under the Implementation Agreement to implement and consummate the Merger will terminate:

by mutual consent of the parties (where required, with the consent of the Panel);

by notice given by a party in the event of a material breach by the other party of any term of the Implementation Agreement which, if capable of remedy, it has failed to remedy within five Business Days of a notice from the party requesting the same;

by notice given by either of the parties to the other if the Trading Emissions Resolutions or the Leaf Clean Resolutions are not duly passed or the Scheme is not sanctioned by the Court at the Court Hearing, unless the parties have agreed within 10 Business Days of such event to implement the Merger by way of the Offer;

if the Merger is implemented by way of the Offer and the Offer lapses in accordance with its terms or is withdrawn or is not made in accordance with the Code;

by notice given by a party entitled to invoke a Condition to the other in the event that such Condition is not satisfied by the specified time for satisfaction or becomes incapable of satisfaction and the invocation of such Condition is permitted by the Panel;

by notice given by either of the parties to the other if it is announced that (a) the Trading Emissions Directors have determined not to give unanimously, or to withdraw, modify or qualify, the recommendation of the Trading Emissions Directors to the Trading Emissions Shareholders to vote in favour of the Trading Emissions Resolutions, or (b) the Leaf Clean Directors have determined not to give unanimously, or to withdraw, modify or qualify, the recommendation of the Leaf Clean Directors to the Leaf Clean Shareholders to vote in favour of the Leaf Clean Resolutions;

by notice given by either of the parties to the other if a third party competing transaction becomes or is declared wholly unconditional or is completed; or

if the Effective Date has not occurred on or before the Long Stop Date.

13. Structure of the Merger It is intended that the Merger will be implemented by means of a scheme of arrangement between Trading Emissions and the Scheme Shareholders under section 152 of the Act. The procedure involves an application by Trading Emissions to the Court to sanction the Scheme and to confirm the transfer of the Scheme Shares to Leaf Clean, in consideration for which Scheme Shareholders will receive New Leaf Clean Shares (as described in paragraph 2 above).

To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, together with the sanction of the Court and the passing of the resolutions necessary to implement the Scheme at the Trading Emissions EGM. The Scheme will become effective in accordance with its terms following delivery of an office copy of the Court Order to the Financial Supervision Commission.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Trading Emissions EGM.

The Merger is subject to the Conditions set out in Appendix I of this announcement and to be set out in the Scheme Document, including the obtaining of relevant regulatory approvals, approvals of Leaf Clean Shareholders as referred to in paragraph 14 below, approvals by Trading Emissions Shareholders and the sanction of the Scheme by the Court. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Trading Emissions EGM and the expected timetable. The Scheme Document will be despatched to Trading Emissions Shareholders as soon as possible.

Leaf Clean and Trading Emissions reserve the right to implement the Merger by way of a takeover offer. In such event, such offer will be implemented on the same terms so far as applicable, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Leaf Clean may decide) in nominal value of the Trading Emissions Shares to which such offer relates.

14. Leaf Clean Shareholder approvals

As a result of the scale of the transaction, the Merger constitutes a "reverse take-over" for Leaf Clean under the AIM Rules. Accordingly, Leaf Clean will be required to seek the approval of the Leaf Clean Shareholders for the Merger at the Leaf Clean EGM.

Leaf Clean is required to prepare and send to the Leaf Clean Shareholders a circular summarising the background to and reasons for the Merger (which will include a notice convening the Leaf Clean EGM for the purpose of considering and, if thought fit, passing resolutions to approve, amongst other things, (i) the Merger and (ii) the issue of the New Leaf Clean Shares pursuant to the Scheme and the Investment Advisory Agreement. The Merger is conditional on, amongst other things, the requisite resolutions being passed by the Leaf Clean Shareholders at the Leaf Clean EGM. 15. Admission to the Official List of the London Stock Exchange

It is intended that prior to the Scheme becoming effective, and subject to applicable requirements of the London Stock Exchange, an application will be made to the London Stock Exchange for the cancellation of the admission of the Trading Emissions Shares to trading on AIM. It is expected that such cancellation will take effect on the Effective Date.

On the Effective Date, share certificates in respect of the Scheme Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Scheme Shares held within the CREST system will be cancelled. 17. Overseas shareholders

The implications of the Scheme for persons not resident in the United Kingdom and/or ability of such persons to receive New Leaf Clean Shares as consideration for their Trading Emissions Shares under the Merger may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about, and observe, any applicable requirements. In particular, where the delivery of New Leaf Clean Shares to a Trading Emissions Shareholder would or may infringe the laws of any jurisdiction or require the obtaining of governmental or other consents or registrations or filings which Leaf Clean or Trading Emissions are unable to obtain or with which Leaf Clean or Trading Emissions is unable to comply, or which Leaf Clean or Trading Emissions regard as unduly onerous, Leaf Clean or Trading Emissions may elect that the New Leaf Clean Shares should be delivered to a nominee and sold with the proceeds of sale being remitted to the relevant Trading Emissions Shareholder. No assurance can be given as to the price that will be received on such sale of New Leaf Clean Shares.

Further details in relation to overseas Trading Emissions Shareholders will be contained in the Scheme Document. 18. Interests in Trading Emissions securities held by Leaf Clean and its concert parties and significant shareholders of the Enlarged Group

As at the close of business on 16 December 2009, being the latest practicable date prior to the date of this announcement, EEA Group Limited holds 10,473,307 Trading Emissions Shares, representing approximately 4.1 per cent. of Trading Emissions' existing issued share capital.

In addition, Invesco Asset Management Limited ("Invesco") holds 83,908,986 Trading Emissions Shares, representing approximately 32.59 per cent. of Trading Emissions' existing issued share capital. Invesco also holds 59,000,000 Leaf Clean shares, representing approximately 32.1 per cent. of Leaf Clean's existing issued share capital, and has given an irrevocable undertaking to vote in favour of all resolutions at the Trading Emissions EGM and the Leaf Clean EGM. It is therefore likely that Invesco will have an interest in the Enlarged Group that is greater than 30 per cent. of the entire issued share capital.

In addition, Simon Shaw, the majority shareholder of EEA, holds 169,464 Trading Emissions Shares, representing approximately 0.1 per cent. of Trading Emissions' existing issued share capital.

Save as disclosed in this announcement, neither Leaf Clean nor any of the directors of Leaf Clean nor, so far as Leaf Clean is aware, any party acting in concert with Leaf Clean, has any interest in, or right to subscribe for, any Trading Emissions Shares or securities convertible or exchangeable into Trading Emissions Shares ('Trading Emissions Securities'), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including short positions under derivatives or arrangement in relation to Trading Emissions Securities. For these purposes, 'arrangement' includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Trading Emissions Securities which may be an inducement to deal or refrain from dealing in such securities. 19. Securities in issue

In accordance with Rule 2.10 of the Code, as at close of business on 16 December 2009, being the last Business Day prior to this announcement, Trading Emissions had 257,431,973 ordinary shares of £0.01 each in issue (ISIN number GB00B073G363) and Leaf Clean had 183,633,773 ordinary shares of £0.0001 each in issue (ISIN number KYG541351014). 20. General and documentation

The Scheme will be governed by Isle of Man law and will be subject to the jurisdiction of the Court.

The Merger will be subject to the Conditions and further terms set out herein and in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Further details of the calculation of Trading Emissions Shareholder entitlements under the Scheme are set out in Appendix II of this announcement. The bases and sources of certain information contained in this announcement are set out in Appendix III. Appendix IV contains further details of the irrevocable undertakings and letters of intent. Certain definitions and terms used in this announcement are set out in Appendix V.

The Scheme Document will be sent to Trading Emissions Shareholders other than certain overseas shareholders in due course. At the same time or as nearly as practicable at the same time as these documents are sent to Trading Emissions Shareholders, the Leaf Clean Shareholder Circular convening the Leaf Clean EGM will be sent to Leaf Clean Shareholders.

APPENDIX I

CONDITIONS TO, AND FURTHER TERMS OF, THE MERGER

PART A: CONDITIONS TO THE MERGER

1. The Merger is conditional upon the Scheme becoming unconditional and becoming effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Trading Emissions and Leaf Clean may, with the consent of the Panel, agree and (if required) the Court may allow.

2. The Scheme is conditional upon: (a) approval of the Scheme by a majority in number of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting, representing no less than 75 per cent. in value of the Scheme Shares so voted;

(b) all resolutions in connection with, or necessary to approve and implement, the Scheme as set out in the notice of the Trading Emissions EGM being duly passed by the requisite majority at the Trading Emissions EGM or at any adjournment of that meeting;

(c) the sanction of the Scheme (without modification or with modification as agreed by Trading Emissions and Leaf Clean) by the Court and the delivery for registration of an office copy of the Court Order to the Financial Supervision Commission; and

(d) all resolutions necessary to approve, implement and effect the Merger being duly passed at the Leaf Clean EGM as set out in the notice of the Leaf Clean EGM.

3. Trading Emissions and Leaf Clean have agreed that, subject as stated below, the Merger is also conditional upon the following Conditions, and, accordingly, that the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or waived:

(a) admission of the Leaf Clean Shares (including the New Leaf Clean Shares) to trading on AIM becoming effective in accordance with the AIM Rules or if Leaf Clean so determines (subject to the consent of the Panel) the London Stock Exchange agreeing to admit such shares to trading on AIM subject to the allotment of such New Leaf Clean Shares and/or the Scheme becoming or being declared unconditional in all respects;

(b) except as (i) publicly announced in accordance with the AIM Rules or Disclosure and Transparency Rules or other applicable requirements by Leaf Clean or Trading Emissions prior to the Announcement Date; (ii) fairly disclosed in writing by or on behalf of Trading Emissions to Leaf Clean or by or on behalf of Leaf Clean to Trading Emissions (as the case may be) prior to the Announcement Date in connection with the Merger; (iii) disclosed in the annual report and accounts for Leaf Clean for the period ended 30 June 2009; or (iv) disclosed in the annual report and accounts for Trading Emissions for the period ended 30 June 2009, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Leaf Clean Group or Wider Trading Emissions Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Merger or the proposed acquisition of any shares or other securities in Leaf Clean or Trading Emissions or because of a change in the control or management of Leaf Clean or Trading Emissions or otherwise, would or might reasonably be expected to result (in each case to an extent which is adverse to and material in the context of the Wider Leaf Clean Group or the Wider Trading Emissions Group taken as a whole (as the case may be)) in:

(i) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken thereunder;

(ii) any monies borrowed by or any other indebtedness (actual or contingent) of or grant available to, any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would result in or would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this paragraph 3(b) (in each case to an extent which is material in the context of the Wider Leaf Clean Group as a whole or the Wider Trading Emissions Group as a whole);

(c) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted or made any statute, regulation, decision or order, or having taken any other steps which would or would reasonably be expected to (in each case to an extent which is material in the context of the Wider Leaf Clean Group as a whole or the Wider Trading Emissions Group as a whole):

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Leaf Clean Group or any member of the Wider Trading Emissions Group of all or any portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any material part thereof;

(ii) require, prevent or delay the divestiture by any member of the Wider Leaf Clean Group of any shares or other securities in Trading Emissions;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Trading Emissions Group or the Wider Leaf Clean Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets or profits of any member of the Wider Leaf Clean Group or of any member of the Wider Trading Emissions Group;

(v) make the Merger or its implementation or the acquisition or proposed acquisition by Leaf Clean or any member of the Wider Leaf Clean Group of any shares or other securities in, or control of Trading Emissions void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or materially interfere therewith;

(vi) require any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Trading Emissions Group or the Wider Leaf Clean Group owned by any third party; or

(vii) result in any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Merger or the acquisition or proposed acquisition of any Trading Emissions Shares having expired, lapsed or been terminated;

(d) all necessary filings or applications having been made in connection with the Merger and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Merger or the acquisition by any member of the Wider Leaf Clean Group of any shares or other securities in, or control of, Trading Emissions and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively "Consents") reasonably deemed necessary for, or in respect of, the Merger or the proposed acquisition of any shares or other securities in, or control of, Trading Emissions by any member of the Wider Leaf Clean Group having been obtained in terms and in a form reasonably satisfactory to Leaf Clean and Trading Emissions from all appropriate Third Parties or persons with whom any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group has entered into contractual arrangements, and all such Consents together with all material Consents reasonably necessary to carry on the business of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Merger otherwise becomes effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in all material respects;

(e) except as (i) publicly announced in accordance with the AIM Rules or Disclosure and Transparency Rules by Leaf Clean or Trading Emissions prior to the Announcement Date; (ii) fairly disclosed in writing by or on behalf of Trading Emissions to Leaf Clean or by or on behalf of Leaf Clean to Trading Emissions (as the case may be) prior to the Announcement Date in connection with the Merger; (iii) disclosed in the annual report and accounts for Leaf Clean for the period ended 30 June 2009; or (iv) disclosed in the annual report and accounts for Trading Emissions for the period ended 30 June 2009, no member of the Wider Leaf Clean Group or Wider Trading Emissions Group (as the case may be) having, since 30 June 2009;

(i) save as between Leaf Clean and wholly-owned subsidiaries of Leaf Clean or between Trading Emissions and wholly owned subsidiaries of Trading Emissions issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Leaf Clean and wholly-owned subsidiaries of Leaf Clean or Trading Emissions and wholly-owned subsidiaries of Trading Emissions issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

(iii) other than to another member of the Leaf Clean Group or the Trading Emissions Group and save as provided for in respect of Leaf Clean or Trading Emissions in this announcement, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save pursuant to the Merger and save for intra-Leaf Clean Group or intra-Trading Emissions Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest which, in any case, is not in the ordinary course of business and is material in the context of the Wider Leaf Clean Group taken as a whole or the Wider Trading Emissions Group taken as a whole;

(v) save for intra-Leaf Clean Group or intra-Trading Emissions Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Leaf Clean Group or intra-Trading Emissions Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or contingent liability, which in any case is material in the context of the Wider Leaf Clean Group taken as a whole or the Wider Trading Emissions Group taken as a whole;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement which, in any case, is not in the ordinary course of business and is material in the context of the Wider Leaf Clean Group taken as a whole or the Wider Trading Emissions Group taken as a whole, or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be reasonably likely to be materially restrictive on the businesses of the Wider Trading Emissions Group or the Wider Leaf Clean Group taken as a whole or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, and in each such case is or would be reasonably likely to be material in the context of the Wider Trading Emissions Group taken as a whole or the Wider Leaf Clean Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Trading Emissions Group or the Wider Leaf Clean Group other than of a nature and of extent which is normal in the context of the business concerned, to an extent which is or would be reasonably likely to be material in the context of the Wider Trading Emissions Group taken as a whole or Wider Leaf Clean Group taken as a whole;

(xii) waived or compromised any claim otherwise than in the ordinary course of business and in any case which is or would be reasonably likely to be material in the context of the Wider Leaf Clean Group taken as a whole or the Wider Trading Emissions Group taken as a whole; or

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(f) since 30 June 2009 and save as (i) publicly announced in accordance with the AIM Rules or Disclosure and Transparency Rules by Leaf Clean or Trading Emissions prior to the Announcement Date; (ii) fairly disclosed in writing by or on behalf of Trading Emissions to Leaf Clean or by or on behalf of Leaf Clean to Trading Emissions (as the case may be) prior to the Announcement Date in connection with the Merger; (iii) disclosed in the annual report and accounts for Leaf Clean for the period ended 30 June 2009; or (iv) disclosed in the annual report and accounts for Trading Emissions for the period ended 30 June 2009 (as the case may be):

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of the Wider Leaf Clean Group or the Wider Trading Emissions Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group which in any such case would have or would reasonably be expected to have a material adverse effect on the Wider Leaf Clean Group or the Wider Trading Emissions Group as a whole;

(iii) no contingent or other liability having arisen which would have or would reasonably be expected to have a material adverse effect on the Wider Leaf Clean Group or the Wider Trading Emissions Group as a whole; or

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group which is necessary for the proper carrying on of its business and the absence of which in any case would have or would reasonably be expected to have a material adverse effect on the Wider Leaf Clean Group or the Wider Trading Emissions Group as a whole;

(g) save as (i) publicly announced in accordance with the AIM Rules or Disclosure and Transparency Rules by Leaf Clean or Trading Emissions prior to the Announcement Date; (ii) fairly disclosed in writing by or on behalf of Trading Emissions to Leaf Clean or by or on behalf of Leaf Clean to Trading Emissions (as the case may be) prior to the Announcement Date in connection with the Merger; (iii) disclosed in the annual report and accounts for Leaf Clean for the period ended 30 June 2009; or (iv) disclosed in the annual report and accounts for Trading Emissions for the period ended 30 June 2009, Leaf Clean not having discovered in relation to the Wider Trading Emissions Group and Trading Emissions not having discovered in relation to the Wider Leaf Clean Group that:

(i) any financial, business or other information concerning the Wider Leaf Clean Group or the Wider Trading Emissions Group as contained in the information publicly disclosed or disclosed to Leaf Clean at any time by or on behalf of any member of the Wider Trading Emissions Group, or to Trading Emissions at any time by or on behalf of any member of the Wider Leaf Clean Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading;

(ii) any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group is subject to any liability (contingent or otherwise) which is material in the context of the Leaf Clean Group or the Trading Emissions Group as a whole which is not disclosed in the annual report and accounts of Trading Emissions for the period ended 30 June 2009 or of Leaf Clean for the period ended 30 June 2009; or

(iii) any information which adversely affects the import of any information disclosed at any time by or on behalf of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group and which is material in the context of the Wider Leaf Clean Group or Wider Trading Emissions Group, in each case when taken as a whole;

(h) Leaf Clean not having discovered in relation to the Wider Trading Emissions Group and Trading Emissions not having discovered in relation to the Wider Leaf Clean Group that:

(i) any past or present member of the Wider Leaf Clean Group or the Wider Trading Emissions Group has failed to comply with any and/or all applicable legislation or regulations, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Leaf Clean Group or the Wider Trading Emissions Group and which is material in the context of the Wider Leaf Clean Group or the Wider Trading Emissions Group as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Leaf Clean Group or the Wider Trading Emissions Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Leaf Clean Group or the Wider Trading Emissions Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider Leaf Clean Group or the Wider Trading Emissions Group as a whole; and

(i) no circumstance having arisen which would, if subsisting upon and remaining unremedied after the Merger taking effect, entitle Leaf Clean to terminate the Investment Advisory Agreement.

4. Subject to the requirements of the Panel in accordance with the Code:

(a) Leaf Clean reserves the right to waive, in whole or in part, all or any of the above conditions, except conditions 1, 2 and 3(a), so far as they relate to Trading Emissions, the Wider Trading Emissions Group, or any part thereof; and;

(b) Trading Emissions reserves the right to waive, in whole or in part, all or any of the above conditions, except conditions 1, 2 and 3(a), so far as they relate to Leaf Clean, the Wider Leaf Clean Group, or any part thereof.

PART B: CERTAIN FURTHER TERMS

1. The Merger will not proceed if, before the date of the Court Meeting and the Trading Emissions EGM: (a) the Merger is referred to the Competition Commission in the United Kingdom; (b) the European Commission initiates proceedings under Article 6(1)(c) of the Merger Regulation in relation to the Merger; or (c) there is a reference to the Competition Commission following a referral by the European Commission under Article 9.1 of the Merger Regulation.

2. Leaf Clean and Trading Emissions reserve the right to implement the Merger by way of a takeover offer. In such event, such offer will be implemented on the same terms so far as applicable (subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Leaf Clean may decide) in nominal value of the Trading Emissions Shares to which such offer relates).

3. The implications of the Scheme and the Merger for overseas shareholders may be affected by the laws of the relevant jurisdictions. Overseas shareholders should inform themselves about and observe any applicable legal requirements.

4. The Scheme will be governed by the laws of the Isle of Man and is subject to the jurisdiction of the Court.

APPENDIX II

FORMULAE FOR CALCULATIONS OF TRADING EMISSIONS FAV

AND LEAF CLEAN FAV

The aggregate number of New Leaf Clean Shares which each Scheme Shareholder will be entitled to receive in consideration for the transfer of his Scheme Shares to Leaf Clean will be calculated by dividing the Trading Emissions FAV by the Leaf Clean FAV (the "FAV Ratio") and multiplying the Scheme Shareholder's aggregate holding of Scheme Shares by the FAV Ratio. Fractions of New Leaf Clean Shares will not be allotted or issued pursuant to the Scheme and fractional entitlements will be rounded down to the nearest whole number of New Leaf Clean Shares. The number of Scheme Shares held by a Scheme Shareholder will be taken as at the close of business on the Scheme Record Date.

The Trading Emissions FAV and Leaf Clean FAV will be calculated as provided below. Both Formula Asset Values will be calculated in pence, rounded down to four decimal places, with 0.00005 pence being rounded downwards.

Accordingly, the Trading Emissions FAV will be:

(A + B + C + D + E) - (F + G + H + I + (J + K) / 2)

and the Leaf Clean FAV will be:

(A + B + C + D + E) - (F + G + H + I + (J + K) / 2)

where in relation to each company: A is the value of those investments of the relevant company, as at the close of business on the Calculation Date, which are listed or dealt in on a recognised stock exchange, calculated by reference to the bid quotations or prices at the close of business on the Calculation Date. In the case of debt related securities (including convertible debt securities), the value of the investment is the bid quotation or price as at the close of business on the Calculation Date, subject to adjustment to exclude any accrual of interest up to the close of business on the Calculation Date. The quotation or price shall be taken from the principal stock exchange or market where the relevant investment is listed or dealt in, as shown by the exchange's or market's recognised method of publication of prices for such investments; B is the value of those investments of the relevant company, as at the close of business on the Calculation Date, which are dealt in on an "over-the-counter" market calculated by reference to the average of the average prices marked for those investments on each of the five business days up to and including the Calculation Date on which there were dealings recorded, as shown by the relevant market's recognised method of publication of prices for such investments; C is the value of all those traded options and futures contracts to which the relevant company is party as at the close of business on the Calculation Date which are traded on a stock, commodities, financial futures or other securities exchange, calculated by reference to the official middle closing prices on the Calculation Date, as shown by the relevant exchange's recognised method of publication of such prices; D is the value of all other investments of the relevant company which will be valued as at the close of business on the Calculation Date at fair values as agreed between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert; E is the actual amount as at the close of business on the Calculation Date of any sums due to the relevant parent company from debtors (for these purposes including any dividends receivable on investments quoted as ex-dividend and any accrual of interest, up to the close of business on the Calculation Date, on debt related securities but excluding any dividend, distribution or interest unlikely to be received or the amount of which has been taken into account in the value of any of the investments comprised in A to D above), any prepaid expenses, any tax recoverable, any cash and deposits with or balances at banks, bills receivable or money market instruments of the relevant company (together in each case with accrued interest less an accrual for any associated tax) and the fair value of any other tangible assets not otherwise accounted for, determined by agreement between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert; F is the principal amount as at the close of business on the Calculation Date of any outstanding borrowings of the relevant company plus accrued but not paid interest, commitment fees incurred but not paid and other charges up to and including that date; G is the amount of any dividend or other distribution declared or announced on or before the Calculation Date so far as not previously paid, as determined by agreement between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert; H is the amount of any taxation payable to any taxation authority including HMRC (net of any repayment receivable from HMRC), making provision for a corporation tax charge on the net profits for all applicable periods up to the Calculation Date, and offsetting from such sum any recoverable foreign withholding taxes and any recoverable UK income tax as agreed between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert; I is the amount which fairly reflects at the close of business on the Calculation Date all other accrued liabilities of the relevant parent company including a fair provision for any contingent liabilities (including liabilities to taxation, whether or not deferred) or losses including disputed claims) in so far as not otherwise taken into account as agreed between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert, but excluding accrued liabilities also included in J and K below; J is the amount of transaction costs incurred by Trading Emissions in relation to the Merger; K is the amount of transaction costs incurred by Leaf Clean in relation to the Merger; L is the total number of Trading Emissions Shares in issue as at close of business on the Calculation Date; and M is the total number of Leaf Clean Shares in issue (less any Leaf Clean Shares held in treasury) as at close of business on the Calculation Date.

Notes:

1. For the purposes of the above calculations, the value of assets and liabilities denominated in currencies other than sterling shall be notionally converted at the bid rates of exchange in London between sterling and such other currencies at the close of business on the Calculation Date, as agreed by the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert.

2. In the case of A to D above, if there has been any general suspension of trading on the relevant stock exchange or market, or if it was closed for business, on the Calculation Date, the value of the investments concerned shall be taken as at the close of business on the immediately preceding date on which there was trading on the relevant stock exchange or market, except that if there has been a material adverse change in the financial position of the underlying investment, a fair provision determined by agreement between the boards of Trading Emissions and Leaf Clean or, failing such agreement, as determined by an independent expert, shall be made to reflect the adverse change in the value of the investment.

3. Subject to Note 2 above, in the case of A to D above:

(a) where no price is quoted in respect of any such investment or where dealings in such investment have been suspended on any relevant date or, in the case of B above, if there have been no dealings recorded in respect of any such investment for any of the 5 business days up to and including the Calculation Date; and

(b) where any such investment as is referred to therein is, as at the Calculation Date, subject to any legally binding obligation on the relevant company to dispose of the same, whether as a result of the Merger or otherwise, at a price less than that determined in accordance with A to D above, as the case may be, or to a legally binding entitlement of the relevant company to dispose of the same, whether as a result of the Merger or otherwise, at a price higher than that so determined, then such investment shall be valued at such other price unless such obligation or entitlement is unconditionally and irrevocably waived or lapses before the close of business on the Calculation Date.

4. The independent expert referred to in this appendix shall mean a member of the London Investment Banking Association or a member firm of the London Stock Exchange or a member of the Institute of Chartered Accountants in England and Wales (not connected with any of the parties to this transaction) selected by the boards of Trading Emissions and Leaf Clean. In making any determination referred to in this appendix, the boards of Trading Emissions and Leaf Clean or any independent expert, as the case may be, shall act as experts and not as arbitrators, and their determination shall, in the absence of fraud (and subject to any agreement otherwise between Trading Emissions and Leaf Clean), be final and legally binding on all interested parties and, in the absence of fraud, none of them shall be under any liability to any person by reason thereof or by anything done or omitted to be done by them for the purposes thereof or in connection therewith.

5. With regard to D above, any unquoted investments shall be valued by the directors of the relevant company on the basis of the BVCA guidelines.

6. With regard to D and/or E above, the boards of Trading Emissions and Leaf Clean and, if appointed, any independent expert shall have regard, inter alia, to the following when determining the valuation of any investment or other asset (which shall be calculated on the basis of a notional sale by a willing seller to a willing buyer, without regard to any additional value that might be attributed to the investment or asset by any special category of potential purchaser):

(a) the existence of any pre-emption rights or obligations of such investment or asset or any other restrictions on the transfer or disposal of the same which may exist or which may arise as a consequence of the proposed transfer of such investment or asset or as a consequence of the transfer of such investment or asset to any party on the winding up of the relevant company;

(b) the marketability of such investment or asset; and

7. With regard to E above, the boards of Trading Emissions and Leaf Clean and, if appointed, the independent expert, shall, except in the case of debtors and tangible assets, be bound by the actual amount of such items and, in the case of debtors and tangible assets, shall have regard to but shall not be bound by the accounting policies used by the relevant company in its audited financial statements for the period ended 30 June 2009 in the case of Trading Emissions and 30 June 2009 in the case of Leaf Clean.

8. With regard to I above, all liabilities or contingent liabilities of Leaf Clean under the Investment Advisory Agreement and Trading Emissions IAA Amendment Agreements shall be excluded but all liabilities and contingent liabilities of Trading Emissions and Leaf Clean under the existing investment advisory agreements between those persons respectively and EEA shall be included. In the case of Trading Emissions, the calculation of I above shall specifically further include all liabilities and contingent liabilities under an investment advisory agreement dated 14 April 2005 (as amended) and Performance Fee Amendment Agreement in each case between Trading Emissions and EEA.

9. The asset adviser and administrator, being EEA and Chamberlain Fund Services Ltd respectively in the case of Trading Emissions and EEA and EHM International Ltd respectively in the case of Leaf Clean, shall in each case prepare for the relevant company information, comparative analysis and supporting data to facilitate each of the respective Boards of Trading Emissions and Leaf Clean in calculating each company's FAV on the Calculation Date. Such calculations will also be submitted to each other party's financial advisers, namely Liberum Capital on behalf of Trading Emissions and Cenkos Securities on behalf of Leaf Clean.

APPENDIX III

SOURCES AND BASES OF INFORMATION

1. Unless otherwise stated:

(a) the financial information relating to Trading Emissions has been extracted (without material adjustment) from the audited consolidated accounts for the Trading Emissions Group for the year ended 30 June 2009 reported under IFRS; and

(b) the financial information relating to Leaf Clean has been extracted (without material adjustment) from the audited accounts for the Leaf Clean Group for the year ended 30 June 2009.

2. As at the close of business on 16 December 2009 (being the latest practicable date prior to the date of this announcement), Trading Emissions had in issue 257,431,973 ordinary shares of £0.01 each and Leaf Clean had in issue 183,633,773 ordinary shares of £0.0001 each. The International Securities Identification Number for Trading Emissions Shares is GB00B073G363 and for Leaf Clean Shares is KYG541351014.

APPENDIX IV

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Part A - Irrevocable Undertakings

The following Trading Emissions Directors have given irrevocable undertakings to vote in favour of the Trading Emissions Resolutions at the Trading Emissions EGM and the Court Meeting in respect of the number of Trading Emissions Shares set out below:

Name	Number of Trading Emissions Shares	Percentage of Trading Emissions issued share capital

Neil Eckert	1,818,300	0.71
Malcolm Gillies	66,707	0.03
Total	1,885,007	0.73

The undertakings given by the Trading Emissions Directors (described above) will cease to be binding if the Scheme does not become effective in accordance with its terms, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn.

The following Leaf Clean Directors have given irrevocable undertakings to vote in favour of the Leaf Clean Resolutions at the Leaf Clean EGM in respect of the number of Leaf Clean Shares set out below:

Name	Number of Leaf Clean Shares	Percentage of Leaf Clean issued share capital

Peter Tom	50,000	0.03
J. Curtis Moffatt	16,500	0.01
Bran Keogh	50,000	0.03
Peter O'Keefe	11,000	0.01
Total	127,500	0.07

The undertakings given by the Leaf Clean Directors (described above) will cease to be binding if the Scheme does not become effective in accordance with its terms,, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn.

The following Trading Emissions Shareholders have given irrevocable undertakings to vote, or to procure votes in favour of the Trading Emissions Resolutions at the Trading Emissions EGM and the Court Meeting in respect of the number of Trading Emissions Shares set out below:

Trading Emissions Shareholder	Number of Trading Emissions Shares	Percentage of Trading Emissions issued share capital

Aviva Investors Global Services Limited	9,289,000	3.6
EEA Global Limited	10,473,307	4.1
Invesco Asset Management Limited	83,908,986	32.6
Jupiter Asset Management Limited	15,467,510	6.0

Total	119,138,803	46.3

The undertakings given by EEA Global Limited and Jupiter Asset Management Limited (described above) will cease to be binding if the Scheme does not become effective in accordance with its terms, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn, or if an announcement of a firm intention to make a competing offer for the whole of the issued share capital of either Trading Emissions or Leaf Clean is made by a third party, provided that the consideration is in cash and it represents at least 90 per cent. of the higher of the FAV of a Trading Emissions Share as set out in the illustration to this announcement or (ii) the FAV of a Trading Emissions Share as published by Trading Emissions or Leaf Clean after the Announcement Date.

The undertaking by Aviva Investors Global Services Limited will also cease to be binding if a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the Trading Emissions Shares which, in its reasonable opinion, is not less than 5 per cent. greater than the value per share for each Trading Emissions Share as part of the Merger.

The undertaking by Invesco Asset Management Limited will cease to be binding if the Scheme does not become effective in accordance with its terms, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn, or if a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the Trading Emission Shares which, in its reasonable opinion, represents an improvement to the terms of the Scheme or the Offer.

The following Leaf Clean Shareholders have given irrevocable undertakings to vote, or to procure votes, in favour of the Leaf Clean Resolutions at the Leaf Clean EGM in respect of the number of Leaf Clean Shares set out below:

Leaf Clean Shareholder	Number of Leaf Clean Shares	Percentage of Leaf Clean issued share capital

Aviva Investors Global Services Limited	10,044,600	5.5
Invesco Asset Management Limited	59,000,000	32.1
Jupiter Asset Management Limited	10,000,000	5.4

Total	79,044,600	43.0

The undertaking given by Jupiter Asset Management Limited (described above) will cease to be binding if the Scheme does not become effective in accordance with its terms, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn, or if an announcement of a firm intention to make a competing offer for the whole of the issued share capital of either Trading Emissions or Leaf Clean is made by a third party, provided that the consideration is in cash and it represents at least 90 per cent. of the higher of (i) the FAV of a Leaf Clean Share as set out in the illustration to this announcement or (ii) the FAV of a Leaf Clean Share as published by Trading Emissions or Leaf Clean after the Announcement Date.

The undertaking by Aviva Investors Global Services Limited will also cease to binding if a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the Leaf Clean Shares which, in its reasonable opinion, is not less than 5 per cent. greater than the value per share for each Leaf Clean Share as part of the Merger.

The undertaking by Invesco Asset Management Limited will cease to be binding if the Scheme does not become effective in accordance with its terms, or if the Scheme otherwise fails to be sanctioned by the Court and/or approved at the Court Meeting held to approve the Scheme, or the Scheme is withdrawn, or if a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the Leaf Clean Shares which, in its reasonable opinion, represents an improvement to the terms of the Scheme or the Offer.

Part B - Letters of Intent

Letters of intent to vote, or procure the voting of the relevant shares, in favour of the Trading Emissions Resolutions and the Leaf Clean Resolutions have been received as follows:

Shareholder	Number of Trading Emissions Shares	Percentage of Trading Emissions issued share capital	Number of Leaf Clean Shares	Percentage of Leaf Clean issued share capital

Moore Capital Management L.P.	40,557,526	15.8	6,540,000	3.6
Stark investments (UK) Limited			12,500,000	6.8
Total	40,557,526	15.8	19,040,000	10.4

APPENDIX V

DEFINITIONS

In this announcement, the following definitions apply unless the context requires otherwise:

Act	the Isle of Man Companies Act 1931, as amended
AIM	the AIM market of the London Stock Exchange
AIM Rules	the AIM Rules for Companies
Announcement or announcement	this announcement made by Trading Emissions and Leaf Clean pursuant to Rule 2.5 of the Code regarding the proposed merger of Trading Emissions and Leaf Clean by means of the Scheme
Announcement Date	17 December 2009, being the date of this Announcement
Business Day	a day (excluding Saturdays, Sundays and UK public holidays) on which banks are generally open for business in London and the Isle of Man
Calculation Date	for the purposes of the Scheme, the time and date on which Trading Emissions' FAV and Leaf Clean's FAV will be calculated, being close of business on the day which is seven days before the date of the Scheme Court Hearing or, if that day is not a Business Day, the next following Business Day
Cenkos Securities	Cenkos Securities plc, Leaf Clean's financial adviser
Closing Price	the closing middle market quotation of a relevant share as derived from the Daily Official List or the London Stock Exchange's website
Code	the United Kingdom City Code on Takeover and Mergers
Companies Act 2006	the United Kingdom Companies Act 2006, as amended
Competition Commission	the independent public body established by the Competition Act 1998
Conditions	the conditions to the implementation of the Merger set out in Appendix I to this Announcement
Court	the High Court of Justice of the Isle of Man
Court Meeting	the meeting of the holders of Scheme Shares convened by order of the Court pursuant to section 152 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment) (and any adjournment thereof)
Court Order	the order of the Court sanctioning the Scheme under section 152 of the Act
Daily Official List	the daily official list of the London Stock Exchange
Deed of Novation	the deed of novation, amendment and restatement between Leaf Clean, Trading Emissions and EEA dated 17 December 2009
Disclosure and Transparency Rules	the Disclosure and Transparency Rules, as published by the Financial Services Authority
EEA	EEA Fund Management Limited, a company incorporated in England and Wales with registered number 04872946 and whose registered office is at 7th Floor, 22 Billiter Street, London EC3M 2RY
Effective Date	the date on which the Scheme becomes effective in accordance with its terms
Enlarged Group	the combined Trading Emissions Group and the Leaf Clean Group following completion of the Merger
Financial Services Authority or FSA	the UK Financial Services Authority
Financial Supervision Commission	the Isle of Man Financial Supervision Commission's Companies Registry
Formula Asset Value or FAV	in respect of Trading Emissions or Leaf Clean, the amount calculated as such at any date in accordance with the formula set out in Appendix II of this announcement
Group	in relation to any person, that person and any companies which are holding companies, subsidiaries or subsidiary undertakings of it or of any such holding company
HMRC	Her Majesty's Revenue & Customs
IFRS	International Financial Reporting Standards, as adopted by the European Union
Implementation Agreement	the implementation agreement between Trading Emissions and Leaf Clean dated 17 December 2009 in connection with the implementation of the Scheme
Investment Advisory Agreement	the investment advisory agreement between Leaf Clean, Trading Emissions and EEA dated 17 December 2009
Liberum Capital	Liberum Capital Limited, Trading Emissions' financial adviser
Leaf Clean	Leaf Clean, an exempted company incorporated with limited liability in the Cayman Islands on 14 May 2007 with registered number MC-187481 and having its registered office at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
Leaf Clean Board	the board of directors of Leaf Clean
Leaf Clean Directors	Peter Tom, J. Curtis Moffatt, Bran Keogh and Peter O'Keefe
Leaf Clean EGM or Leaf Clean Extraordinary General Meeting	the extraordinary general meeting (or any adjournment thereof) of the holders of Leaf Clean Shares to be convened to consider and, if thought fit, to approve the resolution(s) to be proposed thereat in connection with the Scheme (or, if relevant, the takeover offer) and such other matters as may be agreed between Leaf Clean and Trading Emissions as necessary or desirable for the purposes of implementing the Scheme (or, if relevant, the takeover offer)
Leaf Clean FAV	the Formula Asset Value as at the Calculation Date attributable to Leaf Clean as determined in accordance with the formulae set out in Appendix II of this announcement
Leaf Clean Group	Leaf Clean and its Group
Leaf Clean Resolutions	the resolutions to be proposed at the Leaf Clean EGM in connection with the Scheme and such other resolutions as may be agreed between Leaf Clean and Trading Emissions as necessary or desirable for the purposes of implementing the Scheme and the Merger
Leaf Clean Shareholder Circular	the circular to Leaf Clean Shareholders enclosing a notice of the Leaf Clean EGM
Leaf Clean Shareholders	the holders of the Leaf Clean Shares from time to time
Leaf Clean Shares	ordinary shares of £0.0001 each in the capital of Leaf Clean
London Stock Exchange	London Stock Exchange plc or its successor
Long Stop Date	90 calendar days from the date of posting the Scheme Document to Trading Emissions Shareholders
Main Market	the Main Market of the London Stock Exchange
Meetings	the Court Meeting and the Trading Emissions EGM
Merger	the proposed merger of Leaf Clean and Trading Emissions to be implemented by way of the Scheme and the other matters relevant thereto to be considered at the Court Meeting and the Trading Emissions EGM or, in Leaf Clean's and Trading Emissions' absolute discretion, with the consent of the Panel, by way of a takeover offer
Merger Regulation	Council Regulation (EC) 139/2004
NAV or Net Asset Value	unaudited net asset value calculated in accordance with applicable accounting policies
New Leaf Clean Shares	the new Leaf Clean Shares to be allotted and issued to Trading Emissions Shareholders pursuant to the Scheme
Official List	the Official List of the UK Listing Authority
Panel	the United Kingdom Panel on Takeovers and Mergers
Performance Fee Amendment Agreement	the performance fee amendment agreement between EEA and Trading Emissions dated 16 October 2008
Scheme	the proposed scheme of arrangement to be made under section 152 of the Act between Trading Emissions and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Trading Emissions and Leaf Clean, particulars of which will be set out in the Scheme Document
Scheme Court Hearing	the hearing by the Court of the petition to sanction the Scheme
Scheme Document	the document to be posted to the Trading Emissions Shareholders as soon as practicable following the Announcement Date containing and setting out, amongst other things, the terms and conditions of the Scheme and the Merger, certain information about Leaf Clean and Trading Emissions, the Scheme and the notices convening the Court Meeting and the Trading Emissions EGM
Scheme Record Time	6:00 p.m. (London time) on the Business Day before the Effective Date
Scheme Shareholders	the holders of Scheme Shares
Scheme Shares	(i) the Trading Emissions Shares in issue at the date of the Scheme; (ii) any Trading Emissions Shares issued after the date of the Scheme and before the Voting Record Time; (iii) any Trading Emissions Shares issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
Securities Act	the US Securities Act of 1933, as amended
Side Letter	the side-letter agreement between Leaf Clean and EEA dated 17 December 2009
takeover offer	a takeover offer as such term is defined in section 974 of the Companies Act 2006
Trading Emissions or the Company	Trading Emissions PLC, a company incorporated in the Isle of Man with registered number 113037C and whose registered office is at 3rd Floor, Exchange House, 54-62 Athol Street, Douglas, Isle of Man, IM1 1JD
Trading Emissions Board	the board of directors of Trading Emissions
Trading Emissions Directors	Neil Eckert, Malcolm Gillies, Bertrand Rassool, Philip Scales, Peter Vanderpump and Nigel Wood
Trading Emissions EGM or Trading Emissions Extraordinary General Meeting	the extraordinary general meeting of Trading Emissions (and any adjournment thereof) to be convened for the purposes of considering and, if thought fit, approving certain resolutions required to implement the Scheme and the Merger
Trading Emissions FAV	the Formula Asset Value as at the Calculation Date attributable to Trading Emissions as determined in accordance with the formulae set out in Appendix II of this announcement
Trading Emissions Group	Trading Emissions and its Group
Trading Emissions IAA Amendment Agreements	the Deed of Novation and the Side Letter
Trading Emissions Resolutions	the resolutions to be proposed at the Court Meeting and the Trading Emissions EGM in connection with the Scheme and Merger and such other resolutions as may be agreed between Leaf Clean and Trading Emissions as necessary or desirable for the purposes of implementing the Scheme and the Merger
Trading Emissions Shareholders	the holders of Trading Emissions Shares, from time to time
Trading Emissions Shares	the ordinary shares of £0.01 each in the capital of Trading Emissions
UK Listing Authority	the Financial Services Authority in its capacity as the competent authority under the Financial Services and Markets Act 2000
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
US or United States	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
Voting Record Time	6.00 p.m. (London time) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. (London time) on the day which is two days before the date of such adjourned meeting
Wider Leaf Clean Group	Leaf Clean, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Leaf Clean and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent
Wider Trading Emissions Group	Trading Emissions, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Trading Emissions and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCILFVIFTLDLIA

Date		Source	Headline
30th Jan 2020	4:40 pm	RNS	Second Price Monitoring Extn
30th Jan 2020	4:35 pm	RNS	Price Monitoring Extension
24th Jan 2020	5:30 pm	RNS	Leaf Clean Energy Company
2nd Jan 2020	7:00 am	RNS	Result of AGM
18th Dec 2019	12:02 pm	RNS	Posting of Annual Report and Accounts
17th Dec 2019	3:24 pm	RNS	Result of EGM
16th Dec 2019	11:06 am	RNS	Cancellation Timetable Change of Effective Date
16th Dec 2019	10:20 am	RNS	Final Results
11th Dec 2019	7:00 am	RNS	Holding(s) in Company
9th Dec 2019	4:06 pm	RNS	Notice of AGM
9th Dec 2019	8:43 am	RNS	Holding(s) in Company
5th Dec 2019	5:20 pm	RNS	Holding(s) in Company
27th Nov 2019	5:44 pm	RNS	Notice of distribution of EGM circular
27th Nov 2019	7:00 am	RNS	Proposed Cancellation of AIM Listing, EGM Notice
8th Nov 2019	7:00 am	RNS	Holding(s) in Company
7th Nov 2019	9:38 am	RNS	Proposed Cancellation
6th Nov 2019	8:53 am	RNS	Shares in issue
30th Oct 2019	5:53 pm	RNS	Holding(s) in Company
28th Oct 2019	7:00 am	RNS	Redemption
30th Sep 2019	7:00 am	RNS	Notice of Results
19th Sep 2019	6:16 pm	RNS	Update re. Invenergy Lawsuit Appeal
12th Aug 2019	7:00 am	RNS	Shares in issue
1st Aug 2019	7:00 am	RNS	Further re. Redemption
29th Jul 2019	7:00 am	RNS	Redemption and Invenergy Update
27th Jun 2019	7:00 am	RNS	Invenergy Update
17th Jun 2019	7:00 am	RNS	Update on Invenergy Judgement
21st May 2019	2:43 pm	RNS	Holding(s) in Company
8th May 2019	9:58 am	RNS	Holding(s) in Company
8th May 2019	9:38 am	RNS	Holding(s) in Company
3rd May 2019	9:12 am	RNS	Update on Invenergy Judgement
27th Mar 2019	12:17 pm	RNS	Half-year Report
4th Jan 2019	7:00 am	RNS	Invenergy Update
2nd Jan 2019	7:00 am	RNS	Result of AGM
6th Dec 2018	12:30 pm	RNS	Notice of AGM
28th Sep 2018	2:56 pm	RNS	Final Results
5th Jul 2018	11:54 am	RNS	Stmnt re Share Price Movement
5th Jul 2018	10:49 am	RNS	Shares in issue
25th Jun 2018	3:02 pm	RNS	CORRECTION: REDEMPTION ANNOUNCEMENT
25th Jun 2018	7:00 am	RNS	Redemption Announcement
15th Jun 2018	7:00 am	RNS	Update on Invenergy Judgement
20th Apr 2018	7:00 am	RNS	Update on Invenergy Judgement
23rd Mar 2018	7:00 am	RNS	Half-year Report
18th Dec 2017	4:43 pm	RNS	Result of AGM
17th Nov 2017	1:43 pm	RNS	Notice of AGM and posting of annual report
29th Sep 2017	2:28 pm	RNS	Final Results
20th Sep 2017	7:39 am	RNS	Loan Facility
30th Mar 2017	7:00 am	RNS	Half-year Report
15th Dec 2016	4:30 pm	RNS	Result of AGM
16th Nov 2016	4:19 pm	RNS	Notice of AGM
28th Sep 2016	9:43 am	RNS	Final Results

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