27 May 2008 07:00
Camco International Limited
("Camco", "Company" or the "Group")
Acquisition of ClearWorld Energy Ventures
Camco International Limited, a leading climate change business in the growing carbon and sustainable development markets, is pleased to announce that it has completed the acquisition of ClearWorld Energy Ventures Limited ("CWEV") for an initial consideration of 420,125 new ordinary shares of €0.01 each in the Company ("Ordinary Shares").
As part of Camco's clear strategy of service integration in the carbon market, the acquisition of CWEV is key to the creation of Camco's asset management business in China. This business will add to Camco's existing services in China which cover carbon credit origination, carbon strategic advice & planning, and carbon footprinting.
The acquisition of CWEV and its experienced management team will leverage the market leading position of the Camco brand name in China and enable the Group to create value through investments in underlying project assets and technologies.
CWEV was established by ClearWorld Energy Limited ("CWE") to source finance for clean energy projects and technology companies. It currently employs 7 deal origination and investment professionals based in Beijing who combine technical and sectoral experience with a strong project development and investment management track record.
Post acquisition, the three CWEV directors will assume either Executive or non-Executive positions with Camco China. Having successfully invested and managed a total of $350m over 10 years in China's energy sector, they bring detailed knowledge of China's foreign investment environment and a track record of profitable operations on-the-ground. In addition CWEV's management team is highly experienced, well-networked and has access to a large number of potential investments.
Camco will continue to pursue a strategy of raising capital for investments in projects in China, and is targeting to raise a number of closed-ended funds initially with a third party. Such funds are likely to vary between $25m and $250m in size and targeted investments will be in energy projects and the clean technology sector. Camco, through CWEV, will earn management fees on the funds under management and retain a portion of the profits generated from exits of investments in the funds.
Jeff Kenna, CEO of Camco, said:
"There is a growing demand for clean energy projects and technologies to reduce carbon emissions in China. It is a fast moving market and I am delighted that one of the most experienced and recognised clean energy teams is now part of the Camco Group. We have had close links with CWEV and I expect strong synergies between our carbon origination, consultancy and investment teams".
Camco has acquired CWEV for an initial consideration of 420,125 Ordinary Shares issued based on a price of 60p per Ordinary Share. These new Ordinary Shares will be subject to a lock-in for a period of 12 months.
Additional consideration will be paid on an "earn-out" basis if certain targets are met on fund raising and placement into investments to 2010, up to a maximum of $11.0m. A further $12.5m may be paid, also on an earn-out basis, as a proportion of realised profits from investment exits between 2011 and 2014. The additional consideration is payable in new Ordinary Shares to be issued at 60p per new Ordinary Share.
CWE established CWEV in 2006, retaining a 67% stake, with the remaining 33% held by Kent Carter, the current Managing Director of CWEV. In the year to 31 March 2008, CWEV had no turnover, made a loss of $93,692 and at that date had total assets of $438,228.
CWE is currently a Camco shareholder. CWE's shareholders include Michael Ashburn and Alex Westlake. Michael Ashburn is also non executive Chairman of Camco China. As a result, the acquisition of CWEV is regarded as a related party transaction for the purposes of the AIM Rules. The Directors of Camco consider, having consulted with KBC Peel Hunt Ltd in its capacity as the Company's nominated adviser, that the terms of the acquisition of CWEV are fair and reasonable insofar as the Company's shareholders are concerned.
Application has been made for the 420,125 new Ordinary Shares to be admitted to trading on AIM and such admission is expected to occur on 30 May 2008.
Enquiries:
The Camco Group +44 (0)20 7121 6100
Jeff Kenna, Chief Executive Officer
Scott McGregor, Chief Financial Officer
KBC Peel Hunt Ltd (Nominated Adviser and Broker) +44 (0)20 7418 8900
Jonathan Marren
David Anderson
Gavin Anderson +44 (0)20 7554 1400
Ken Cronin
Kate Hill
Daniela Stawinoga
Notes to editors:
About Camco (www.camcoglobal.com)
The Camco Group is a leading climate change business in the growing carbon and sustainable energy markets. We offer a full range of carbon-related services to public and private organisations worldwide. The Group has a 20-year track record and manages one of the world's largest carbon credit portfolios.
The Group consists of three business segments:
The Camco carbon assets business is a leading project developer with one of the world's largest carbon credit portfolios. We partner with companies to identify, develop and manage projects that reduce greenhouse gas emissions, and then arrange the sale and delivery of carbon credits to international compliance buyers and into the voluntary market.
The consulting practice consists of Bradshaw, ECCM, ESD and ESD Sinosphere. It combines specialist technical, strategic and financial expertise and experience accrued over two decades to deliver a sustainable low carbon society. We are positioned to work with our clients to turn climate change liabilities into economic, social and environmental assets.
Camco Ventures works with project and technology developers, early stage businesses and investor Groups to commercialise climate change mitigation technologies, projects and services. Part of this business is the Camco asset management vehicle.
About ClearWorld Energy Ventures
ClearWorld Energy Ventures (CWEV) sources, develops and finances clean and renewable energy projects and technology companies in China.
CWEV is a professional project developer with hands-on experience of closing and operating over 500MW of successful power projects in China, and numerous Sino-foreign joint venture partnerships. CWEV screens and cross-checks potential opportunities, apply the appropriate clean energy technology, negotiate the relevant contracts and optimize the financial structure to enhance returns and control risks to our partners.
While not a technology provider, CWEV believes that new technology is the basis for the wider application of clean energy and that China is often more open minded to new technology than many countries. CWEV has ongoing programs to source, assess and provide funding for innovative and potentially market-changing clean energy technologies.
CWEV provides seed capital for selected investments and source additional capital from our network of investment partners. CWEV believes that a China Clean Energy Fund, comprising world-renowned, experienced clean energy investors, augmented by an expert fund management team based in Beijing, would have both ample opportunities and a profound market changing impact.