REH.L Regulatory News (REH)

14 Jul 2009 16:59



14 July 2009 

Renewable Energy Holdings plc 

("REH" or the "Company")

CETO: Key acquisition conditions satisfied

Renewable Energy Holdings plc (AIM: REH), the AIM quoted investor and operator of proven and innovative renewable energy technologies notes the recent announcement by Carnegie Corporation Limited ("Carnegie") in relation to progress in relation to the sale of REH's CETO Wave Technology (the "Transaction") to Carnegie.

Earlier today Carnegie announced the update below in relation to the Transaction:

"Carnegie Corporation Limited (ASX: CNM) and Renewable Energy Holdings Plc (AIM: REH) are pleased to advise that key conditions to the acquisition of the CETO wave energy technology and global development rights have been satisfied, specifically:

- Satisfactory completion of joint due diligence investigations; and

- Appointment of an additional REH nominee director to the Board of Directors of CNM;

The remaining conditions precedent to the transaction are anticipated to be completed well in advance of the shareholders meeting to approve the transaction currently scheduled for early September, 2009. Upon completion of the transaction, Carnegie will become the owner of the CETO intellectual property and retain the global rights to develop the technology. REH will become CNM's largest shareholder with Carnegie Board representation. In the Northern Hemisphere, Carnegie will co-develop CETO projects with EDF EN, a 50% subsidiary of one the world's largest power companies.

As a result of a restructure of pre-existing funding arrangements for the CETO technology development between REH and EDF EN, the purchase consideration payable by Carnegie to REH has been adjusted. This adjustment in funding arrangements results in REH now receiving 235 million shares upon completion of the transaction which will represent 32% of Carnegie's post-transaction expanded issued capital (previously 252 million shares or 34%).

Carnegie expects meeting materials including an Independent Expert's Report on the proposed transaction to be sent to Carnegie shareholders during the first week in August."

The Transaction remains conditional upon inter alia: 

- Shareholder approval by Carnegie shareholders; 

- Carnegie obtaining an independent expert's report confirming that the transaction is fair and reasonable to non-associated shareholders of Carnegie; 

- REH receiving Foreign Investment Review Board ("FIRB") approval; and 

- If required by Chapter 9 of the Listing Rules of the ASX, REH entering into a restriction agreement in relation to its 32% holding in Carnegie which may restrict REH's ability to trade its shares in Carnegie for a set period of time. 

Mike Proffitt, CEO of REH, commented that:

"We are pleased that further conditions have now been satisfied and that the sale of CETO continues towards completion for later this year."

- Ends -

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