28 Oct 2019 07:00
This announcement contains inside information defined in Article 7 of the EU Market Abuse Regulation No 596/2014 and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.
28 October 2019
LEAF CLEAN ENERGY COMPANY
REDEMPTION ANNOUNCEMENT
In accordance with the Special Resolution passed by the requisite majority at the Extraordinary General Meeting held on 1 July 2014 and the powers therein granted to the Board, the Company will return approximately £21.5 million to Shareholders, equivalent to 122.00 pence per pre-redemption Share by way of a compulsory redemption of a proportion of all Shareholders' holdings of Shares (the "Redemption").
Words and expressions defined in the Circular posted to shareholders on 5 June 2014 (the "Circular") shall, save where the context requires otherwise, have the same meaning where they are used in this announcement. The Circular is available to view on the Company's website at www.leafcleanenergy.com/media-relations/download-centre.
The Redemption Price per Share shall be 122.80 pence (by reference to the Leaf Board's estimate of the NAV per Share as at 30 September 2019). The Redemption will be effected pro rata to holdings of Shares on the register at the close of business on the Redemption Record Date being 5 November 2019. Approximately 99.35% of the Company's issued share capital will be redeemed on the Redemption Date (that is 99.35 Shares for every 100 Shares held (the "Relevant Percentage"). Fractions of Shares will not be redeemed and so the number of Shares to be redeemed for each Shareholder will be rounded down to the nearest whole number of Shares.
The Company's current cash balance is £28.0 million. The Company is reserving £6.5 million against its best estimate of further costs and liabilities, including: £2.7 million for incentives plans payments to employees and directors relating to the Redemption, £1.9 million for additional tax liability in respect of the gain on the court-ordered redemption of Leaf's stake in Invenergy, £0.6 million for running costs through completion of the wind down, and £1.3 million for costs relating to preparing for and completing the liquidation of the Company. As a result, the amount available for distribution is £21.5 million.
Following the Redemption, and net of the aforementioned payments and reserves, the Company will have £nil in uncommitted cash.
The Company currently has 17,626,993 Shares in issue of which none are held in treasury. All of the Shares redeemed on the Redemption Date will be cancelled. A further announcement will be released following the Redemption Date to confirm the new number of Shares in issue.
The Shares will be disabled in CREST on the Redemption Date and the existing ISIN, KYG541352004 (the "Old ISIN"), will expire. A new ISIN, KYG541351352, in respect of the remaining Shares which have not been redeemed (the "New ISIN") will be enabled and available for transactions from and including the first Business Day following the Redemption Date. Up to and including the Redemption Date, Shares will be traded under the Old ISIN and as such, a purchaser of such Shares will have a market claim for a proportion of the redemption proceeds. CREST will automatically transfer any open transactions as at the Redemption Date (which is the record date for the purposes of the Redemption) to the New ISIN.
Payments of redemption proceeds are expected to be effected either through CREST (in the case of Shares held in uncertificated form) or by cheque (in the case of Shares held in certificated form) by 12 November 2019. Shareholders will be paid their redemption proceeds in Sterling.
EXPECTED TIMETABLE
Redemption Announcement date | 28 October 2019 |
Redemption Date | 5 November 2019 |
Redemption Record Date | 5 November 2019 |
expiry of Old ISIN | 5 November 2019 |
New ISIN enabled, CREST Accounts credited | 6 November 2019 |
Payment of proceeds date | 12 November 2019 |
UPDATE ON RELEASE OF LEAF'S ANNUAL REPORT
Our attention has been focused on the claim, assessment of liabilities and the redemption. Accordingly, our audited financial statements to 30th June 2019 will be released during November 2019
For further information please contact:
Mark Lerdal +1 (415) 264-5096
Leaf Clean Energy Company
Nicholas Wells/Callum Davidson +44 (0) 207 397 8980
Cenkos Securities plc