30 Sep 2013 14:00
30 September 2013
Renewable Energy Holdings PLC
("REH" or the "Company")
Extension of Convertible Loan Note and increase in Loan Facility with Utilico Investments Ltd ("Utilico")
Directorate Change
Annual General meeting
Extension of Convertible Loan Facility and increase in Loan Facility
REH announces that on 30 September 2013 the Company agreed with its major shareholder, Utilico Investments Limited ("Utilico") (formely Utilico Limited), to extend the term of the £2.5 million secured convertible loan originally made available to the Company on 31 July 2009 (the "Convertible Loan"). The date of maturity of the Convertible Loan, which was previously extended to 30 September 2013, as announced on 3 September 2013 has now been extended to 31 December 2014.
All other terms for the Convertible Loan remain unchanged other than those that relate to its conversion into 8,264,463 ordinary shares of 1 pence each, the extension of which are subject to the approval of independent shareholders of the Company at a general meeting, in accordance with the Takeover Code. The Convertible Loan accrues interest at 10 per cent. per annum and a commitment fee of 5 per cent. per annum, both of which are calculated on the balance of the loan, accrued interest and commitment fee on a quarterly basis. The Convertible Loan is principally secured over the entire issued share capital of Gamar GHL Limited Liability Company, the subsidiary of REH that owns the Kobylany wind farm project. The cumulative balance of the Convertible Loan at 30 September 2013 was approximately £3.5 million.
Utilico is interested in 28.71 per cent. of the issued share capital of the Company and therefore the amendments to the Convertible Loan are deemed to be a related party transaction in accordance with the AIM Rules for Companies. Accordingly, the directors of the Company (other than David Weir, who is a nominee of Utilico), having consulted with Strand Hanson Limited, the Company's nominated adviser, consider the amendments to the Utilico Loan to be fair and reasonable insofar as the Company's shareholders are concerned.
On 30 September 2013 REH also entered into an agreement with Utilico Limited to increase the loan facility, the terms of which were initially announced in 6 February 2013, by £1.5m to cover the expenditure that is, in the view of the directors, necessary to progress both the Welsh and Polish projects and to provide general working capital. This brings the total facility to £3.25m of which approximately £1.5m has been drawn down to date. The facility continues to accrue interest of 10 per cent. on the amount drawn down and interest accrued on a quarterly basis and all other terms remain unchanged, including the success fee. The directors (excluding David Weir) who are deemed to be independent of Utilico consider, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, that the variation of the terms of the Utilico Facility are fair and reasonable insofar as shareholders are concerned.
Directorate Change
REH also announces that Sir John Baker has resigned from the board of directors of the Company (the "Board") with effect from 30 September 2013.
Notice of AGM
Finally, the Annual General meeting of the Company relating to the financial year ended 31 December 2012 will be held at IOMA House, Hope St Douglas Isle of Man IM1 1AP on Wednesday 23 October 2013 at 12 noon.
The AGM notice will be posted to shareholders today and a copy is available on the Company's website www.reh-plc.com.
-ENDS-
For further information, please contact:
Renewable Energy Holdings plc Roger Harper, Non-Executive Chairman
| Tel: +44 (0) 1624 834940 |
Strand Hanson Limited Rory Murphy / James Spinney
| Tel: +44 (0) 20 7409 3494 |