RED.L Regulatory News (RED)

1 May 2007 07:01

Camco International Ltd01 May 2007 1 May 2007 Camco International Limited ("Camco") Completion of the Acquisition of ESD Further to the announcement of 2 April 2007, Camco today announces that it hascompleted the acquisition of ESD Partners Ltd ("ESDP") and its operatingsubsidiaries. Primarily, this comprises Energy for Sustainable Development("ESD") Ltd, the advisory and consulting business, and ESD Ventures Ltd("ESDV"), the new products and project development arm. ESD and ESDV areinternationally respected and multi-award winning sustainable energy and carbonmanagement businesses with 120 professionals operating in 8 offices across theUK, Eastern Europe, China and Africa. Camco believes that the combination of ESD and Camco will create a world leadingfully integrated climate change business with over 180 staff operating in 14offices across 7 countries. The enlarged group has a 20 year track record inclimate change solutions and is better positioned to exploit new opportunitiessuch as those emerging in North America and to innovate new products in a fastmoving market. Camco has acquired ESDP for initial consideration of £10 million comprising £3million in cash settled immediately and £7 million through the issue of11,666,667 ordinary shares of €0.01 each ('Shares') issued at 60p per Share.Additional consideration up to a maximum of £10 million in new Camco Shares maybecome payable in 2011 if certain profit based milestones related to ESDV areachieved. In the year to 31 December 2006, ESD Ltd achieved turnover of £5.343 million,profit before tax of £3.374 million (including an exceptional profit of £3.567million and amounts written off investments of £0.450 million) and at that datehad net assets of £6.568 million. In the year to 31 December 2006, ESD VenturesLtd achieved turnover of £0.066 million, a loss before tax of £0.299 million andat that date had net assets of £0.206 million. In the year to 31 December 2006,ESD Partners Limited did not report any turnover, achieved a profit before taxof £0.095 million and at that date had net assets of £0.307 million. The ESDPyear-end accounts were not prepared on a consolidated group basis. Jeff Kenna is currently Chief Executive Officer of Camco and was formerly both anon-Executive Director of Camco and CEO of ESD. As a result, the acquisition isregarded as a related party transaction for the purposes of the AIM Rules. Thedirectors of Camco (with the exception of Jeff Kenna) consider, having consultedwith KBC Peel Hunt Ltd in its capacity as the Company's nominated adviser, thatthe terms of the Acquisition are fair and reasonable insofar as the Company'sshareholders are concerned. Jeff Kenna entered into a service agreement with Camco Services UK Limited dated30 April 2007 governing his appointment as Chief Executive Officer. Under theterms of the agreement, the appointment commenced with effect from 02 April2007. The Service Agreement may be terminated by either party giving not lessthan six months written notice to the other except in the case of materialbreach when the agreement can be terminated immediately. Jeff Kenna is entitled to (i) a basic salary of £132,000 per annum; (ii) a bonuspayable in or around March in each year in respect of the previous calendaryear, payment of which will be wholly dependent upon Jeff Kenna meeting certainagreed key performance indicators relating to his own and the Group'sperformance. Application has been made for the 11,666,667 Shares to be admitted to trading onAIM, such admission expected 8th May, 2007. For further information please contact: Camco International Limited +44 (0) 1534 834 600 Jeff Kenna, Chief Executive OfficerScott McGregor, Chief Financial Officer Press Gavin Anderson +44 (0) 20 7554 1400Ken Cronin/Kate Hill/Janine Brewis Nominated Advisor KBC Peel Hunt Ltd +44 (0) 20 7418 8900Jonathan Marren/David Anderson About Camco (www.camco-international.com) Camco works with companies to identify and develop greenhouse gas emissionreduction projects, managing the entire process from project initiation to thedelivery of carbon credits for sale in the international market. Camco is amarket leader in China and Russia - two of the largest potential markets forCarbon Credits - as well as in Eastern Europe and Africa. Camco has one of the largest carbon credit portfolios in the world, consistingof 70 projects under exclusive contract with the potential to deliver over 118million carbon credits through to 2012. Camco was voted by carbon industryparticipants as the 'Best Project Developer of the Year' at the Carbon MarketInsights Conference held in Copenhagen in March 2007. ESD (www.esd.co.uk) ESD was established in 1989 and since then has helped to define policies andimplement projects in the mitigation of climate change and has advised andsupported some of the world's leading Government's, NGO's and private sectorenterprises. ESD provides advisory and consulting services and undertakesproject development, both for its own account and in joint venture. ESD has astaff of over 120 people working in 8 offices across the UK, Eastern Europe andAfrica. In 2006, ESD was voted one of the Financial Times top 50 "Great Placesto Work". Greenergy International Ltd is a minority shareholder in ESD Ltd. ESD Ventures (ESDV) works in partnership to develop carbon reduction businessesand projects in the UK, China and Africa. ESDV works at its own risk and takessuccess fees and equity stakes in the client business. The current ESDVportfolio includes wind farm development, biomass project development and landuse projects all of which may generate carbon credits under various mechanisms. This information is provided by RNS The company news service from the London Stock Exchange