LEAF.L Regulatory News (LEAF)

9 Nov 2009 14:46



09 November 2009 

Trading Emissions plc ("Trading Emissions")

Leaf Clean Energy Company ("Leaf")

Statement Re Possible Merger

The Boards of Trading Emissions and Leaf today announce that they are in preliminary talks which may or may not lead to a merger of the two companies (the "Merger").

If the Merger proceeds, it would be likely to be an all share offer by Leaf for Trading Emissions effected by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931 (the "Scheme"). The Merger would also constitute a reverse takeover of Leaf pursuant to the AIM Rules. Consequently the Merger would be subject to approval from shareholders of both companies.

Letters of intent to vote in favour of the Merger have been received by Trading Emissions from shareholders representing 42.2 per cent. and 43.0 per cent. of the voting rights of Trading Emissions and Leaf respectively. Further details are set out below. Such letters of intent pre-date any talks between Leaf and Trading Emissions and the valuation basis for any merger is yet to be agreed.

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

It is envisaged that, on or following completion of the Merger, subject to eligibility, Leaf would apply for its enlarged share capital to be admitted to the Main Market of the London Stock Exchange plc. 

This announcement does not amount to a firm intention to make an offer and accordingly there can be no certainty that an offer will be made for either Trading Emissions or Leaf nor certainty as to the terms of any such offer, if made.

Further announcements will be made in due course.

--ENDS--

Contacts 

Letters of intent

Letters of intent to vote, or procure the voting of the relevant shares, in favour of the Merger and the Scheme have been received as follows:

Aviva Investors Global Services Limited in respect of 9,289,220 ordinary shares in Trading Emissions and 10,044,600 ordinary shares in Leaf, being 3.61% and 5.47% of the total voting rights of each company respectively.

Invesco Asset Management Limited in respect of 83,908,986 ordinary shares in Trading Emissions and 59,000,000 ordinary shares in Leaf, being 32.59% and 32.13% of the total voting rights of each company respectively. 

Jupiter Asset Management Limited in respect of 15,467,510 ordinary shares in Trading Emissions and 10,000,000 ordinary shares in Leaf, being 6.01% and 5.45% of the total voting rights of each company respectively. 

These letters of intent are not legally binding and recognise that the terms of the Merger are yet to be agreed.

Dealing Disclosure Requirements:- 

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (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 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 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any 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 the Leaf 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 or Trading Emissions by Leaf or Trading Emissions or by the potential offeror, 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 UK Panel on Takeovers and Mergers' (the "Panel") 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. 

In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the "City Code"):

Trading Emissions' ordinary shares are traded on AIM, a market of London Stock Exchange plc, with ISIN No GB00B073G363.

Trading Emissions has in issue 257,431,973 ordinary shares of 1p each.

Leaf's ordinary shares are traded on AIM, a market of London Stock Exchange plc, with ISIN No KYG541351014.

Leaf has in issue 183,633,773 ordinary shares of 0.01p each.