Vipera Regulatory News (VIP)

13 Feb 2006 07:01

Ricmore PLC13 February 2006 For release at 7.00am on 13 February 2006 Energy Assets Limited to join AIM via Reverse Takeover of Ricmore PLC HIGHLIGHTS • Energy Assets Limited ("EAL"), a company set up to provide meter asset management services to industrial and commercial users of gas and electricity and their suppliers, will join AIM on 13 March 2006 via a reverse takeover of Ricmore plc ("Ricmore" or the "Company") in conjunction with a placing of new ordinary shares in Ricmore. • Ricmore, an AIM listed investment company with cash of approximately GBP323,000 at 30 June 2005, will acquire EAL for GBP2.123 million in total, satisfied by the issue of 141,500,000 new ordinary shares to EAL shareholders. • In addition, a share placing of 83,333,333 new ordinary shares of Ricmore at 1.5p each will raise GBP1.25 million of new money before expenses. • The market capitalisation of the Enlarged Group, which will be re-named as Energy Asset Management plc ("EAM"), will be GBP3.7 million based on a 1.5p placing price. • The Directors of Ricmore commenced discussions with EAL last year. They believe that the acquisition presents an opportunity to acquire a company that has the potential to significantly increase shareholder value. • The transaction is subject to shareholder approval at an extraordinary general meeting ("EGM") called for 9 March 2006. • Subject to the passing of the resolutions at the EGM the Enlarged Group will be admitted to AIM on 13 March 2006. • Hichens, Harrison & Co plc has been appointed as broker to the Company for the purposes of the transaction and will continue to act as broker following Admission. BackgroundEAL was set up to provide meter asset management services, including utilisingnew forms of technology, to industrial and commercial users of gas andelectricity and their suppliers. This includes a range of activities fromtechnical support, operational services, data collection and management ofsupply chain. Ricmore was formed to seek to establish, invest in or acquireassets, businesses or companies in the internet and technology related servicessector in the UK. The Directors believe that the Acquisition presents anopportunity to acquire a company that has the potential to significantlyincrease shareholder value. EAL - strategyEAL has developed and established the infrastructure to service its Meter AssetManager business and has signed 2 contracts with Independent Gas Suppliers.EAL's specific target areas of business are industrial and commercial metering,datalogging (remote meter reading) and the supply of electricity meters. EAL hasfocused on these areas to differentiate itself as a key service provider. Thetarget is to achieve within five years a market share of approximately 50,000specialist industrial and commercial gas meters, approximately 45,000dataloggers and approximately 50,000 electricity meters by demonstratingconsistently high levels of service and customer satisfaction to current andpotential customers. Stephen Barclay, non-executive Chairman of Ricmore plc, said: "We have had detailed discussions with the management of EAL and we think this deal is an excellent opportunity for both companies. EAL gains access to fresh capital and access to the equity market while shareholders in Ricmore will own a stake in an exciting company." Alan McKeating, Managing Director of EAL, added: "We look forward to completing this transaction and developing the company in line with our business plan. We intend to keep shareholders and the market fully informed of all developments as we progress". For further information contact: Stephen Barclay, non-executive ChairmanRicmore PLC 020 7743 6370 Alan McKeating, Managing DirectorEnergy Assets Limited 01506 602674 Brett Miller / Gavin BurnellRuegg & Co Limited 020 7584 3663 Ben SimonsHansard Communications 020 7245 1100 Christian DennisHichens Harrison & Co plc 020 7588 5171 Proposed acquisition of Energy Assets Limited Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers Placing of 83,333,333 new Ordinary Shares at a price of 1.5p per share Change of name to Energy Asset Management plc Application for re-admission to AIM Notice of Extraordinary General Meeting Introduction The Company has entered into an agreement for the acquisition of the whole ofthe issued share capital of EAL. In addition, the Company has announced that itis proposing to raise GBP1,250,000, before expenses, by way of the Placing. EAL was set up to provide meter asset management services, including utilisingnew forms of technology, to industrial and commercial users of gas andelectricity and their suppliers. This includes a range of activities fromtechnical support, operational services, data collection and management ofsupply chain. Ricmore was formed to seek to establish, invest in or acquireassets, businesses or companies in the internet and technology related servicessector in the UK. The Directors believe that the Acquisition presents anopportunity to acquire a company that has the potential to significantlyincrease shareholder value. The consideration for the Acquisition will be GBP2.123 million, to be satisfiedby the allotment and issue by the Company to the Vendors of 141,500,000 newOrdinary Shares credited as paid up at the Placing Price. The Company intends,by way of a placing of 83,333,333 new Ordinary Shares at a price of 1.5p pershare, to raise GBP1,250,000 before expenses. The expected net proceeds of thePlacing of GBP855,500 will be applied as working capital for the Enlarged Group,providing resources to allow the Enlarged Group to build its executive andmanagement team and to implement its business plan. The Acquisition will constitute a reverse takeover under the AIM Rules and istherefore conditional (inter alia) upon the approval of Shareholders in generalmeeting. In addition, following Completion, and subject to the exercise ofUnapproved Options and EMI Options, the Concert Party will together be thebeneficial owners of a maximum of 176,773,766 Ordinary Shares in the Company,representing a maximum of 64.1per cent. of the enlarged share capital. TheIndependent Shareholders will also therefore be asked to vote on a resolution toapprove a Waiver by the Panel of any obligation on the part of members of theConcert Party to make a general offer to Shareholders under Rule 9 of theTakeover Code arising from the issue to members of the Concert Party of theConsideration Shares pursuant to the Acquisition Agreement, the issue to AlanMcKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of theConcert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Sharesrespectively pursuant to the Placing or the issue of Ordinary Shares pursuant tothe exercise of the Unapproved Options or EMI Options. As John Shaw and I are Directors, and hold shares in EAL, the Acquisitionconstitutes a related party transaction for the purposes of the AIM Rules and asubstantial property transaction with a director for the purposes of s.320 ofthe Act. John Shaw holds 601 ordinary shares and 400 'B' ordinary shares in EALand I hold 721 ordinary shares and 1,000 'B' ordinary shares in EAL. We willreceive 7,214,337 Consideration Shares and 12,122,357 Consideration Sharesrespectively on Completion. Accordingly, we have not participated in the Board'sconsideration of the proposed Acquisition of EAL and we will not vote on any ofthe Resolutions to be proposed at the EGM. Lance O'Neill, the IndependentDirector, who has been independently so advised by Ruegg, believes that theterms of the proposed Acquisition of EAL are fair and reasonable so far as theShareholders are concerned and that the Shareholders should vote in favour ofthe Acquisition of EAL. The full recommendation is set out at the end of thisletter. Lance O'Neill is considered independent as he has no shareholding in EALand is not otherwise connected with EAL. Background to and reasons for the AcquisitionThe Company has had no trading business since admission to AIM on 30 March 2005.Since this time the Directors have been reviewing various options in line withthe Company's investment and acquisition strategy. The Directors believe thatthe Acquisition will allow Shareholders to participate in an Enlarged Groupwhich combines the EAL business with the Company's existing cash resources andits access to the equity market and has the potential for delivering positivereturns to shareholders. Information on RicmoreRicmore was incorporated on 4 March 2005 and admitted to trading on AIM on 30March 2005. Ricmore is an investment company and has been seeking to establish,invest in or acquire assets, businesses or companies in the internet andtechnology-related services sector in the UK. As at 30 June 2005 Ricmore hadcash at bank of GBP323,923. Principal Terms of the AcquisitionOn 13 February 2006 the Company entered into the Acquisition Agreement with theVendors to acquire the entire issued share capital of EAL. Under the terms ofthe Acquisition Agreement the Company has agreed to pay a consideration ofGBP2.123 million to be satisfied by the issue and allotment on Completion of theConsideration Shares by the Company to the Vendors credited as paid up at thePlacing Price. The Company and the Vendors have given each other mutualwarranties and indemnities regarding the Company and EAL and its subsidiariesrespectively. The Acquisition is conditional, inter alia, on the passing of theResolutions and Admission. Upon Completion, the Proposed Directors will beappointed to the board of the Company. The Consideration Shares will represent57.34 per cent. of the Enlarged Share Capital and will, when issued, rank paripassu in all respects with the other Ordinary Shares then in issue, includingall rights to all dividends and other distributions declared, made or paidfollowing Admission. Options to be granted to EAL management teamThe Board intends to adopt the EMI Scheme and the Unapproved Share Option Schemeprior to Completion. It is intended that the Board will grant, conditional uponCompletion, the following options to the management team of EAL under the EMIScheme and the Unapproved Option Scheme: Name Unapproved Options EMI OptionsAlan McKeating 4,790,834 6,666,666Philip Bellamy-Lee Nil 5,500,000Robert Hatton Nil 5,500,000John Butler Nil 5,500,000Gary Rimmer 1,100,000 Nil All of the options granted to the management team of EAL under the EMI Schemeand Unapproved Share Option Scheme are exercisable at the Placing Price subjectto the performance condition that the earnings per share of The Company asderived from the audited accounts for any accounting period shall exceed 0.5pence and the earnings per share shall be calculated according to the prevailingaccounting standards adopted by the Company and its Auditors from time to timebut adding back all share-based expenses deducted under FRS20. The method ofcalculation may be adjusted by the Board (after taking advice from the Auditorsor such other suitable advisers as they determine to be appropriate) to takeaccount of variations of share capital other than acquisitions by the Company. The performance condition will not apply in the event of the exercise of anoption on a takeover or if an option holder dies or leaves the Enlarged Groupdue to ill health, injury or disability. For future grants of EMI Options, theBoard may impose performance conditions appropriate at that time. Current Trading and ProspectsSince admission to AIM in March last year, Ricmore has not traded and has beenseeking an appropriate acquisition target in line with its objectives, whilstminimising operating expenses. EAL has developed and established theinfrastructure to service its MAM business and has signed 2 contracts withIndependent Gas Suppliers. EAM Assets Limited, a subsidiary of EAL, has enteredinto a lease financing agreement with ICON EAM LLC. Directors and Proposed DirectorsBrief biographical details of the Directors and Proposed Directors are set outbelow. DirectorsStephen Barclay, FCA MBA, (aged 63), Non-Executive ChairmanStephen Barclay qualified as a Chartered Accountant in 1964 with Robson Rhodesbefore obtaining an MBA degree from Wharton Business School in 1967. In 1989,after a career during which he reorganised various companies, he establishedClifton Financial Associates Plc to provide corporate finance advice to small tomedium sized private and public companies. In August 1998, he became groupexecutive chairman of Seymour Pierce Group Plc. He resigned as a director ofSeymour Pierce Group Plc and various other companies at the end of March 2001 toform CFA Capital Group Plc, a financial services holding company, from which heresigned as Chairman on 31 March 2005. He is a director of a number of publiccompanies and is a governor of the London School of Economics and PoliticalScience. He is a senior adviser to, and shareholder of, Chatsford CorporateFinance Limited. John Shaw, FCA, (aged 56), Non-Executive DirectorJohn Shaw qualified as a Chartered Accountant in 1975 with Touche Ross & Co inLondon. Subsequently, he spent two years seconded to the Quotations Departmentof the London Stock Exchange returning to Touche Ross & Co to join the CorporateFinance Group until 1982. After a period as a sole practitioner, he joined ChaseInvestment Bank Limited in 1985, was appointed a director and founded the EquityInvestment Group, formed to invest in unquoted companies. In 1990 he joinedHenry Ansbacher & Co Limited. He started working with Clifton FinancialAssociates Plc in early 1995 and was appointed a director in December 1996. Hewas appointed a director of Seymour Pierce Limited in December 1998 where he wasinitially Group Company Secretary and latterly Head of Private Equity. In March2001, he co-founded CFA Capital Group Plc, whose operating subsidiary, CityFinancial Associates Limited became a nominated adviser and sponsor. He left CFACapital Group Plc in July 2004 to form Chatsford Corporate Finance Limited. Lance O'Neill, BSc (Econ) Hons, (aged 48) Non-Executive DirectorLance O'Neill is a London-based director of DFB (Australia) Pty. Ltd, aSydney-based investment adviser. He is also chairman of EP&F Capital Plc, RagusaCapital Plc and Alba Mineral Resources Plc, all of which are quoted on AIM. Hehas worked in international securities and investment markets since 1981. Duringthis time, he spent over ten years based in London and Sydney and periodic workin the United States and the Far East, principally with Prudential-BacheSecurities Inc., Societe General (Australia) Securities and Rivkin SecuritiesLimited, working in institutional equity and fixed income sales and trading aswell as in corporate finance. He is a director of and/or investor in a number ofprivate and public companies in the UK, USA and Australia. He holds a BSc (Econ)Hons in Accountancy and Law from the University of Wales and is an affiliatemember of the Securities Institute of Australia. Proposed DirectorsAlan McKeating, MBA, (aged 44) Managing DirectorAlan McKeating joined British Gas Scotland Ltd as an engineering apprentice. Heheld a number of technical, design, planning and operational roles before he wasappointed the Engineering Operations Manager for the Edinburgh area, responsiblefor safe operation, management of the emergency service, maintenance andreplacement of the distribution pipeline infrastructure. In 1995 he joined theAlmond Valley Partnership Ltd, an independent consultancy and pipelinecontractor where he was a director in charge of design and technical operations.In 1996 he joined Fusion Group plc initially as technical manager and from 1998as Sales Director where he was part of the team that won The European SupplyChain Excellence Award in 2001, as judged by Accenture. He left Fusion Group plcin 2004 to establish Sitework Support Services Limited and more recently EAL. Hehas also been Chairman of the Society of British Gas Industries in thedistribution and transmission section as well as the metering section between2002 and 2004. John Butler, ACMA, (aged 54) Finance DirectorJohn Butler worked for Cape Universal Limited and Stal Levin Limited asassistant accountant before joining UGI Meters Limited, a manufacturer ofdomestic and industrial gas meters, part of Hanson plc in 1978, as financialaccountant. In 1979 he qualified as a Chartered Management Accountant. Whilst atUGI Meters Limited he was promoted to key financial positions, being appointedFinance Director and Company Secretary in 1997. His responsibilities includedfinancial responsibility for joint ventures in the Far East. He left UGI MetersLimited in 2001 to take up various consultancy posts and provide accountingservices to SME's. Philip Bellamy-Lee, BA, (aged 41) Sales DirectorPhilip Bellamy-Lee joined Bryan Donkin RMG Limited, an established company inthe design , manufacture and supply of gas pressure control and safetyequipment, in 1980 as an apprentice production engineer moving into the salesarea in 1983 and being appointed the Regional Sales Manager in 1992. In March1996 he joined UGI Meters Limited, which was a subsidiary of Hanson plc, as UKBusiness Development Manager. In 1997 he was appointed Sales and BusinessDevelopment director responsible for UK and international sales. Following theacquisition of UGI Meters Limited by Invensys Metering Systems Limited in 2000he held several positions in the enlarged business until being appointedManaging Director (UK business) and Sales Director UK and Middle East. The Proposed Directors will be appointed on Admission. On 10 February 2006, Alan McKeating entered into a service contract with theCompany, the terms of which are conditional upon Admission, and are to commencefrom Admission. He has agreed to act as the managing director of the Company forremuneration of £88,200 per annum. In addition, the Company has agreed tocontribute an amount equal to 10% of the Executive's salary and an additionalsum of £4,410, being the salary foregone by the Executive, pursuant to the termsof his service agreement, into a personal pension arrangement. Alan McKeating isalso entitled to a car allowance of £750 per month, private medical insurance(for himself, his spouse and any dependents under the age of 18), permanenthealth insurance, life assurance cover, a mobile telephone, a laptop computerand the installation of an additional telephone/data line. The appointment isterminable by 12 months' notice on either side. The agreement contains customaryrestrictive covenants. Upon termination, no benefits (other than those accruingduring the notice period) are due to the director. On 10 February 2006, John Butler entered into a service contract with theCompany, the terms of which are conditional upon Admission, and are to commencefrom Admission. He has agreed to act as the finance director of the Company forremuneration of £75,600 per annum. In addition, the Company has agreed tocontribute an amount equal to 10% of the Executive's salary and an additionalsum of £3,780, being the salary foregone by the Executive, pursuant to the termsof his service agreement, into a personal pension arrangement. John Butler isalso entitled to private medical insurance (for himself, his spouse and anydependents under the age of 18), permanent health insurance, life assurancecover, a mobile telephone, a laptop computer and the installation of anadditional telephone/data line. The appointment is terminable by 12 months'notice on either side. The agreement contains customary restrictive covenants.Upon termination, no benefits (other than those accruing during the noticeperiod) are due to the director. On 10 February 2006, Philip Bellamy-Lee entered into a service contract with theCompany, the terms of which are conditional upon Admission, and are to commencefrom Admission. He has agreed to act as the finance director of the Company forremuneration of £81,900 per annum. In addition, the Company has agreed tocontribute an amount equal to 10% of the Executive's salary and an additionalsum of £4,095, being the salary foregone by the Executive, pursuant to the termsof his service agreement, into a personal pension arrangement. PhilipBellamy-Lee is also entitled to a car allowance of £750 per month, privatemedical insurance (for himself, his spouse and any dependents under the age of18), permanent health insurance, life assurance cover, a mobile telephone, alaptop computer and the installation of an additional telephone/data line. Theappointment is terminable by 12 months' notice on either side. The agreementcontains customary restrictive covenants. Upon termination, no benefits (otherthan those accruing during the notice period) are due to the director. WarrantsOn 30 March 2005 Ricmore issued warrants to subscribe for 2,000,000 OrdinaryShares at a price of 1p per Ordinary Share at any time until 30 March 2010.500,000 Warrants were issued to each of John Shaw, Stephen Barclay, LanceO'Neill and Chatsford Corporate Finance Limited. On 29 December 2005 Ricmore executed a warrant instrument pursuant to which itwill grant to ICON EAM LLC, conditional on Shareholder approval, Completion andAdmission, the ICON Warrant to subscribe for such number of Ordinary Shares asare equal to 3 per cent. of the Enlarged Share Capital at a price equal to thePlacing Price at any time until the fifth anniversary of Admission. On 8 February 2006 the Board resolved to grant to Ruegg, conditional onShareholder approval and Admission, the Ruegg Warrant to subscribe for 2,000,000Ordinary Shares at a price equal to the Placing Price at any time from the firstanniversary of Admission until the fifth anniversary of Admission. On 8 February 2006 the Board resolved to grant to Hichens, conditional onShareholder approval and Admission, the Hichens Warrant to subscribe for3,000,000 Ordinary Shares at a price equal to the Placing Price at any time fromthe first anniversary of Admission until the fifth anniversary of Admission. Dealing RestrictionsImmediately following Admission, the Directors and Proposed Directors will beinterested in, in aggregate, 100,372,306 Ordinary Shares, representingapproximately 40.67 per cent. of the Enlarged Share Capital. In addition, RobertHatton and Gary Rimmer will, immediately following Admission, be interested in,in aggregate, 18,718,747 Ordinary Shares, representing approximately 7.59 percent. of the Enlarged Share Capital. ICON EAM LLC will hold the ICON Warrant.The Directors, Proposed Directors, Mr Hatton and Mr Rimmer have undertaken tothe Company and Hichens, and ICON EAM LLC has undertaken to the Company andRuegg, subject to certain exceptions in accordance with the AIM Rules (includingthe ability to accept a take-over offer for the Company and to give anirrevocable undertaking to accept a take-over offer for the Company), not todispose of or transfer any Ordinary Shares in which they are interested for aperiod of 12 months from Admission. In addition, those members of the Concert Party who have not entered intodealing restrictions as specified above have each undertaken to the Company andHichens they will not dispose of any interest in the Ordinary Shares held bythem immediately following Admission for a period of six months from the date ofAdmission except with the consent of Hichens or the Company's broker from timeto time (which can be withheld at the absolute discretion of Hichens or thebroker) and in certain other limited circumstances (including the ability toaccept a take-over offer for the Company or give an irrevocable undertaking toaccept the same). Dividend PolicyThe Directors and Proposed Directors intend to commence the payment of dividendswhen it becomes commercially prudent to do so, subject to the availability ofsufficient distributable profits. The City Code on Takeovers and MergersThe issue of Consideration Shares to the Concert Party and the possible exerciseafter Completion of Unapproved Options and/or EMI Options by certain members ofthe Concert Party, gives rise to certain considerations under the Takeover Code.Brief details of the Takeover Code and the protections this affords Shareholdersare described below. The Takeover Code has not, and does not seek to have, the force of law. It has,however, been acknowledged by both the UK government and other UK regulatoryauthorities that those who seek to take advantage of the facilities of thesecurities markets in the UK should conduct themselves in matters relating totakeovers in accordance with high business standards and so according to theTakeover Code. The Takeover Code is issued and administered by the Panel. The Takeover Codeapplies to all takeovers and merger transactions, however effected, where theofferee company is, inter alia, a listed or unlisted public company resident inthe UK, the Channel Islands or the Isle of Man or falls within certaincategories of private limited companies. Ricmore is such a company and itsShareholders are entitled to the protection afforded by the Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), where any person acquires, whetherby a series of transactions over a period of time or by one specifictransaction, shares which (taken together with shares held or acquired bypersons acting in concert with him) carry 30 per cent. or more of the votingrights of a company that is subject to the Takeover Code, that person isnormally required by the Panel to make a general offer in cash to theshareholders of that company to acquire the balance of the equity share capitalof the company at the highest price paid by him or any person acting in concertwith him in the previous 12 months. Similarly, where any person or personsacting in concert already hold more than 30 per cent., but not more than 50 percent., of the voting rights of such a company, a general offer will normally berequired if any further shares are acquired. Under the Takeover Code, "acting in concert" is defined as follows:Persons acting in concert comprise persons who, pursuant to an agreement orunderstanding (whether formal or informal), actively co-operate, through theacquisition by any of them of shares in a company, to obtain or consolidatecontrol (as defined below) of that company. Under the Takeover Code, "Control" is defined as follows:Control means a holding, or aggregate holdings, of shares carrying 30% or moreof the voting rights (as defined below) of a company, irrespective of whetherthe holding or holdings gives de facto control. The Concert Party consists of the Vendors of EAL and Chatsford Corporate FinanceLimited, a company in which John Shaw, Stephen Barclay, and Martin Perrin areshareholders and of which John Shaw and Martin Perrin are directors. The Concert Party currently hold in aggregate 4,550,000 Ordinary Shares,representing 20.74 per cent. of the issued ordinary share capital of theCompany. Pursuant to the Acquisition Agreement, the Concert Party will, uponCompletion, be issued in aggregate 141,500,000 Consideration Shares. In additionto the issue of Consideration Shares to the Concert Party, upon Admission, AlanMcKeating will be granted Unapproved Options over 4,790,834 Ordinary Shares andEMI Options over 6,666,666 Ordinary Shares, Phillip Bellamy-Lee will be grantedEMI Options over 5,500,000 Ordinary Shares, Robert Hatton will be granted EMIOptions over 5,500,000 Ordinary Shares, John Butler will be granted EMI Optionsover 5,500,000 Ordinary Shares and Gary Rimmer will be granted UnapprovedOptions over 1,100,000 Ordinary Shares. In addition, as part of the Placing, Alan McKeating will subscribe for 416,534Ordinary Shares, Philip Bellamy-Lee will subscribe for 416,533 Ordinary Shares,Robert Hatton will subscribe for 416,533 Ordinary Shares and John Butler willsubscribe for 416,666 Ordinary Shares. Set out below is the current interest of each member of the Concert Party in theCompany's share capital as at the date of this document, as it will beimmediately after the issue of the Consideration Shares and shares issuedpursuant to the Placing and as it would be (subject to the assumptions notedbelow) immediately after the issue of Ordinary Shares on exercise in full of theUnapproved Options and the EMI Options held by members of the Concert Party: Maximum Shareholding following Shareholding exercise of all immediately after Unapproved Options Current Shareholding Admission and EMI Options* % of % of % of No. of Ordinary No. of Ordinary No. of Ordinary Ordinary Share Ordinary Share Ordinary ShareShareholder Shares Capital Shares Capital Shares Capital*Alan McKeating Nil Nil 42,760,561 17.3 54,218,061 19.7Philip Bellamy-Lee Nil Nil 30,024,965 12.2 35,524,965 12.9Robert Hatton Nil Nil 11,295,679 4.6 16,795,679 6.1Gary Rimmer Nil Nil 7,423,068 3.0 8,523,068 3.1John Butler Nil Nil 4,200,086 1.7 9,700,086 3.5Stephen Barclay(1)1,600,000 7.3 13,722,357 5.6 13,722,357 5.0John Shaw(2) 1,000,000 4.6 8,214,337 3.3 8,214,337 3.0Martin Perrin(3) Nil Nil 1,891,710 0.8 1,891,710 0.7Arthur Tait Nil Nil 2,724,062 1.1 2,724,062 1.0Jonathan Feingold Nil Nil 2,724,062 1.1 2,724,062 1.0Simon Slater Nil Nil 2,118,715 0.9 2,118,715 0.8Ross Perrin Nil Nil 1,333,333 0.5 1,333,333 0.5Kirsty Perrin Nil Nil 1,333,333 0.5 1,333,333 0.5Geoffrey Smith(4) 725,000 3.3 3,391,666 1.4 3,391,666 1.2Alan Chamberlain 225,000 1.0 1,558,333 0.6 1,558,333 0.6Peter Kellner Nil Nil 2,666,666 1.1 2,666,666 1.0Paul Milsom Nil Nil 1,333,333 0.5 1,333,333 0.5Timothy Hyett Nil Nil 1,333,333 0.5 1,333,333 0.5Mark Sheppard(5) 1,000,000 4.6 5,000,000 2.0 5,000,000 1.8William Weller Nil Nil 893,333 0.4 893,333 0.3Leo Knifton Nil Nil 886,667 0.4 886,667 0.3Stephen Oakes Nil Nil 886,667 0.4 886,667 0.3Chatsford Corporate Finance Limited Nil Nil Nil Nil Nil Nil Total 4,550,000 20.7 147,716,266 59.9% 176,773,766 64.1% * On the assumption that the members of the Concert Party who hold UnapprovedOptions and EMI Options exercise all of the Unapproved Options and EMI Optionsheld by them in full at the earliest opportunity (being the date of publicationof the audited accounts of the Company to 31 December 2007), that none of theWarrants, EMI Options held by parties other than the Concert Party or the ICONWarrant, Ruegg Warrant or Hichens Warrant are exercised and that there have beenno intervening issues of Ordinary Shares prior to the date of exercise. TheUnapproved Options and the EMI Options granted to members of the Concert Partyhave identical performance conditions. (1) 600,000 of the Ordinary Shares in which Stephen Barclay is currentlybeneficially interested are registered in the name of Hargreave Hale NomineesLimited. (2) 900,000 of the Ordinary Shares in which John Shaw is currently beneficiallyinterested are registered in the name of Rock (Nominees) Limited on behalf ofhis pension fund. (3) All of the Ordinary Shares in which Martin Perrin is beneficially interestedfollowing Admission will be registered in the name of Fiske Nominees Limited. (4) 725,000 of the Ordinary Shares in which Geoffrey Smith is currentlybeneficially interested are registered in the name of Pershing Keen NomineesLimited on behalf of CGGS Pension Fund. (5) 1,000,000 of the Ordinary Shares in which Mark Sheppard is beneficiallyinterested are registered in the name of Pershing Keen Nominees Limited onbehalf of Midas Nominees Limited. Immediately following Completion, the Concert Party will hold in aggregate147,716,266 Ordinary Shares, representing 59.9 per cent. of the issued ordinaryshare capital of the Company. If the Unapproved Options and EMI Options are exercised by the members of theConcert Party in accordance with their terms (and subject to the assumptions setout in the notes above), the Concert Party will hold a maximum of 176,773,766Ordinary Shares, representing a maximum of 64.1 per cent. of the issued ordinaryshare capital of the Company. Shareholders should note that John Shaw, Stephen Barclay and Chatsford CorporateFinance Limited each currently holds 500,000 Warrants, with each Warrantconvertible into one Ordinary Share. Shareholders should be aware that members of the Concert Party may, for so longas they between them hold over 50 per cent. of the voting rights of the Companyand for so long as they continue to be treated as acting in concert, increasetheir aggregate shareholding at a later date (including by the exercise ofWarrants described above) without incurring any further obligation under Rule 9to make a general offer, although individual members of the Concert Party willnot be able to increase their percentage shareholding through a Rule 9 thresholdwithout Panel consent. Unless the Waiver is approved by Independent Shareholders, the issue to membersof the Concert Party of Consideration Shares would give rise to an obligation onthe Concert Party to make a general offer to all Shareholders under Rule 9 ofthe Takeover Code. The Independent Director believes that it is appropriate for the Company tocarry out the Acquisition and the Placing, to issue Consideration Shares tomembers of the Concert Party and to grant the Unapproved Options and EMI Optionsto members of the Concert Party. However, the Independent Director would not beprepared to approve the Acquisition or the Placing in circumstances which wouldlead to the Concert Party or any member of it becoming obliged to make a generaloffer to acquire all of the Ordinary Shares not held by the Concert Party orsuch member. The members of the Concert Party are only prepared to enter intothe Acquisition Agreement as Vendors on the basis that they will not be obligedto make such an offer on issue of the Consideration Shares, the issue to AlanMcKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of theConcert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Sharesrespectively pursuant to the Placing or on the exercise by them of theUnapproved Options and EMI Options to be granted to them on Admission. It is forthis reason that the Independent Director has decided to seek the Waiver fromthe Panel from the obligation on the Concert Party (or any member of it) to makea general offer under Rule 9 as a result of the issue to them of ConsiderationShares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and JohnButler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666Ordinary Shares respectively pursuant to the Placing or the exercise by them ofthe Unapproved Options and EMI Options to be granted to them on Admission. The Panel has agreed, subject to the Waiver Resolution being passed on a poll bythe Independent Shareholders, to grant the Waiver. For the avoidance of doubt,the Waiver applies only in respect of increases in the holding of OrdinaryShares of the Concert Party and members of the Concert Party resulting solelyfrom the issue to them of Consideration Shares, the issue to Alan McKeating,Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party)of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuantto the Placing or the exercise by them of the Unapproved Options and EMI Optionsto be granted to them on Admission. The Waiver is conditional upon the Waiver Resolution being approved by theIndependent Shareholders voting on a poll at the EGM. Intentions of the Concert PartySave for the appointment of the Proposed Directors on Admission, no member ofthe Concert Party is proposing any changes to the board of directors of theCompany and the members of the Concert Party have confirmed their intentionthat, following any percentage increase in their holdings of Ordinary Shares asa result of the issue to them of the Consideration Shares, the issue to AlanMcKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of theConcert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Sharesrespectively pursuant to the Placing or any Ordinary Shares on exercise of theUnapproved Options and EMI Options held by them, the business of the Companywould be allowed to continue in substantially the same manner, with no majorchanges. The members of the Concert Party have also confirmed that the existingemployment rights, including pension rights (where relevant), of all employeesof the Enlarged Group would be maintained. The PlacingThe Company has conditionally placed a total of 83,333,333 Placing Shares at thePlacing Price, to raise GBP1,250,000, before expenses of approximatelyGBP394,500, for the Company. The Placing is conditional, inter alia, upon: (a) the passing of the Resolutions;(b) the Placing Agreement becoming unconditional (save for Admission) and nothaving been terminated in accordance with its terms prior to Admission; and(c) Admission having become effective on or before 8.00 a.m. on 13 March 2006(or such later date as Ruegg, Hichens and the Company may agree, not being laterthan 28 April 2006). The Placing is not being underwritten in whole or in part by Hichens or anyother party. The Placing Shares will represent 33.77 per cent. of the Enlarged Share Capitaland will, when issued, rank pari passu in all respects with the other OrdinaryShares then in issue, including all rights to all dividends and otherdistributions declared, made or paid following Admission. The Company has received provisional confirmation from HMRC that the PlacingShares may be included in a VCT's 'qualifying holdings' and will be regarded aseligible shares in a qualifying company for EIS purposes. Application will be made for the Enlarged Share Capital to be admitted totrading on AIM. It is expected that trading in the Enlarged Share Capital willcommence on 13 March 2006. Corporate GovernanceThe Directors and Proposed Directors recognise the importance of sound corporategovernance and intend to observe the requirements of the Code of Best Practice,as published by the Committee on Corporate Governance (commonly known as the"Combined Code") to the extent they consider appropriate in light of theCompany's size, stage of development and financial resources. The Company has established, with effect from Admission, an audit committee anda remuneration committee. The members of the audit committee and theremuneration committee will be the non-executive directors of the Company fromtime to time. On Admission, the members of each of the audit committee andremuneration committee will be Lance O'Neill, John Shaw and Stephen Barclay,with Stephen Barclay chairing the remuneration committee and John Shaw chairingthe audit committee. CRESTCREST is a paperless settlement procedure enabling securities to be evidencedotherwise than by a certificate and transferred otherwise than by writteninstrument. The Company's Articles of Association contain certain provisionsconcerning the transfer of shares which are consistent with the transfer ofshares in dematerialised form in CREST under the CREST Regulations. The existingOrdinary Shares are currently enabled for settlement through CREST. Accordingly,settlement of transactions in the Ordinary Shares following Admission may takeplace within the CREST system if relevant Shareholders so wish. CREST is avoluntary system and holders of Ordinary Shares who wish to receive and retainshare certificates will be able to do so. Extraordinary General MeetingSet out at the end of this document is a notice convening the ExtraordinaryGeneral Meeting of the Company to be held at the offices of Memery Crystal, 44Southampton Buildings, London WC2A 1AP at 3.00 p.m. on 9March 2006 at which thefollowing resolutions will be proposed: • Resolution 1 is an ordinary resolution to approve the Acquisition for thepurposes of the AIM Rules; • Resolution 2 is an ordinary resolution to approve the Acquisition for thepurposes of s.320 of the Act; • Resolution 3 is an ordinary resolution to approve the waiver of the obligationunder Rule 9 of the Takeover Code by the Panel in respect of the issue of theConsideration Shares to members of the Concert Party, the issue to AlanMcKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of theConcert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Sharesrespectively pursuant to the Placing or the exercise of Unapproved Options andEMI Options held by certain members of the Concert Party; • Resolution 4 is an ordinary resolution to authorise the Directors undersection 80 of the Act to issue Ordinary Shares up to a limit of the authorisedbut unissued share capital of the Company; • Resolution 5 is a special resolution to authorise the Directors to issue thePlacing Shares, the Unapproved Options, the Ruegg Warrant, the ICON Warrant, theHichens Warrant and Ordinary Shares up to a maximum nominal value of GBP1million (representing approximately 40.52% of the Enlarged Share Capital),otherwise than on a pre-emptive basis; and • Resolution 6 is a special resolution to change the name of the Company to"Energy Asset Management Plc". Resolution 3 will be voted on by a poll of Independent Shareholders. The attention of Shareholders is also drawn to the voting intentions of theIndependent Director set out below. RecommendationJohn Shaw and Stephen Barclay are Directors and hold shares in EAL and aremembers of the Concert Party and will not be voting on any of the Resolutions.In addition, they have not taken any part in the consideration by the Board ofthe Acquisition. Lance O'Neill, the Independent Director, having been so advised by Ruegg,believes that the proposed Acquisition is in the best interests of the Companyand its Shareholders. In addition, in his opinion, having consulted with Ruegg,the Company's nominated adviser, the terms of the Acquisition Agreement are fairand reasonable so far as Shareholders are concerned. Consequently theIndependent Director recommends that Shareholders vote in favour of Resolution 1to be proposed at the EGM. In providing advice to the Independent Director,Ruegg has taken into account the Independent Director's commercial assessments.In addition, Lance O'Neill, who has been so advised by Ruegg, considers thatResolution 3, which approves the Waiver by the Panel of the requirement underRule 9 of the City Code for any member of the Concert Party to make a generaloffer for all of the issued Ordinary Shares following receipt of ConsiderationShares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and JohnButler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666Ordinary Shares respectively pursuant to the Placing or any Ordinary Sharesissued on exercise of Unapproved Options or EMI Options held by them is in thebest interests of Independent Shareholders and is fair and reasonable so far asthe Independent Shareholders are concerned. Consequently, the IndependentDirector recommends that Independent Shareholders vote in favour of Resolution 3to be proposed at the EGM. None of the members of the Concert Party will vote at the EGM on any of theResolutions. In providing advice to the Independent Director, Ruegg has takeninto account the Independent Director's commercial assessments. Lance O'Neill has irrevocably undertaken to vote in favour of all of theResolutions in respect of his beneficial shareholding in 1,450,000 OrdinaryShares representing 6.6 per cent. of the Existing Ordinary Shares. INFORMATION ON EALIntroductionEAL was formed to take advantage of regulatory changes made by OFGEM within thegas and electricity industry, particularly with regard to industrial andcommercial gas meter asset management. The Directors and Proposed Directorsbelieve that these regulatory changes provide the basis and opportunity toestablish a new long term sustainable business. As at the date of this announcement EAL has incurred historic losses and iscurrently loss-making. Participants in the energy metering sector must gain formal accreditation by theindustry regulator, OFGEM. This accreditation is designed to ensure a consistentapproach with regards to health and safety, operative skills, use ofindustry-approved products and the adoption of a common IT infrastructure tocommunicate with industry participants. EAL has been successful in gainingformal accreditation by OFGEM as a registered Meter Asset Manager. Thisaccreditation has allowed EAL to further develop its business prospects andsecure debt funding to develop the business. EAL's specific target areas of business are industrial and commercial metering,datalogging (remote meter reading) and the supply of electricity meters. EAL hasfocused on these areas to differentiate itself as a key service provider. Thetarget is to achieve within five years a market share of approximately 50,000specialist industrial and commercial gas meters, approximately 45,000dataloggers and approximately 50,000 electricity meters by demonstratingconsistently high levels of service and customer satisfaction to current andpotential customers. Background and Perceived OpportunityThe Directors and Proposed Directors believe that the introduction ofcompetition and liberalisation of the energy metering industry offers anopportunity for suitably skilled and qualified new entrants to progress in thismarket. OFGEM has been actively involved during the last 10 years in encouragingcompetition and customer value in the energy sector. OFGEM's focus in the earlystages was in the gas transportation (underground pipelines) sector of theindustry. The introduction of competition in this area is expected to result ina financial benefit to the consumer and to lead to the creation of several newentrants in the market. This same process is now being applied by OFGEM to the metering sector of theindustry and the Directors and Proposed Directors anticipate that the resultswill follow a similar pattern as those achieved by the liberalization of the gastransportation sector. They anticipate that there will be a benefit to consumersand that several new innovative companies will seek to build long-termsustainable asset businesses provided that they can differentiate themselves andprovide a customer focussed service. Already, approximately 30% of the UKdomestic metering business has been divested to two large Meter Asset Managers(Siemens Metering and United Utilities). Prior to the recent deregulation, Independent Gas Suppliers had no choice as tothe provider of MAM services. The Directors and Proposed Directors believe thatmedium-sized and smaller suppliers, supported by OFGEM, want to see moreeffective competition in the industrial and commercial MAM sector, and thisshould enable companies such as EAL to enter this sector. An Independent Gas Suppliers' criteria for selecting a MAM would includeensuring that its MAM will provide an efficient service for its gas users fromthe moment a new enquiry is taken through to installation and thereafter toinclude all planned maintenance. Gas Meter Asset Management - Existing and Proposed ContractsCurrent industry structure is that an independent energy supplier will contract(exclusively or non-exclusively) with a MAM to provide industrial and commercialmetering services on behalf of its consumers. However, this does not preclude aconsumer from appointing a MAM of their choice. EAL intends to enter into contracts with independent energy suppliers for theprovision and management of meters provided to their consumers. The fee to EALpayable by the independent energy supplier for managing a meter does not varywith usage, as even if a consumer fails to pay the supplier for their supply,the supplier is still obliged to pay the fee to the MAM for as long as thesupply is made. EAL has entered into 10-year contracts with two Independent Gas Suppliers forthe management of their meters, establishing EAL as a supplier of MAM servicesfor current installed meters (circa 3,000 meters) and potentially for future newclients, and as data collection provider over the same 10-year period.EAL isalso currently targeting a number of additional Independent Gas Suppliers andcustomer groups including certain local authorities and large commercial chains. Under the terms of these contracts EAL provides its clients with: • technical support, planning, design and operations;• implementation and management of dedicated supply chain;• customer relationship management;• regulatory and legislative support; and• IT and back office infrastructure as required by OFGEM of an approved MAMcompany. This area of information technology and back office infrastructure hasbeen a key part of EAL successfully gaining full approval by OFGEM as a MAMcompany. EAL's operational structure has been designed to be implemented in a format thatwill support an Independent Gas Supplier's acquisition of new consumers. EALwill be advised of the consumers' energy requirements (along with any specialistprocess requirements) by the independent gas supplier. EAL will then design themetering installation to accommodate these requirements. EALwill arrange topurchase the required materials from its approved suppliers and organise for oneof its approved sub-contractors to install the meter at the consumer's premises.On completion of the metering installation all critical component details willbe entered into EAL's RGMA IT system. The system subsequently manages thecritical data and ensures that all interested parties are made aware of the newinstallation and that the appropriate maintenance schedules are recorded andimplemented for future reference. EAL has in place purchasing arrangements with several of the industry's materialand component manufacturers. These manufacturers provide products in line withcurrent industry specifications. Typically the supply contracts are fixed for aperiod of 12 months, although EAL expects to enter into longer term contracts asits business develops. EAL's identified sub-contractors are all approved to OFGEM's standard ofaccreditation for approved meter installers.EAL can choose from any one of thesecontractors to suit its business requirements and level of expertise required. The funding required to purchase and install the metering equipment has beensecured. The rental charged to the independent gas supplier by EAL for providingthis equipment will fund the financing repayments and also contribute towardsongoing maintenance and repairs. The rental charges are fixed for the durationof the contract save for the application of an annual index linked review. Electricity metersEAL has also been appointed as meter supplier to an established independentelectricity supplier to implement a service that will enable UK companies toaddress one of the energy industry's main customer service complaints -"estimated billing". Many consumers, regardless of size or industry, do not knowhow much energy they are using and when they are using it. These uncertaintiesare caused by inaccurate, infrequent meter readings, often based on poorestimated information. The "estimated billing" service will offer an advancedmetering package for SME electricity consumers at a price which the Directorsand proposed Directors believe will be attractive. The Carbon Trust estimatesthat businesses which take full advantage of a service like this couldeffectively manage energy consumption and reduce their total utility costs by asmuch as 25%. This offer to SMEs is an effective alternative to fixed communications-linemetering. Previously this was more expensive and therefore not economic forsmall to medium sized businesses. This new service utilises GSM technology tosend readings to a central call centre where they will be collated and processedand offering the benefits of fixed communications-line metering at a reducedcost. Companies switching to the new service will receive a new 'Smart Meter'provided by EAL, in place of their current electricity meter. The Smart Meter isprogrammed to read 'real time' consumption data using GSM enabled data retrievalsoftware thereby ensuring highly accurate energy consumption monitoring. DataloggersRising energy costs should provide businesses with an incentive to have accuratedata on how much gas is being consumed and when. Currently there areuncertainties caused by inaccurate, infrequent meter readings, often based onpoor estimated information. EAL intends to offer a one stop solution for the provision of energy meteringequipment and meter reading services and the provision of real time gasconsumption information with the use of dataloggers. EAL also intends to offer afully managed end-to-end service from a single point of contact removing theissues and complexities of the energy market ultimately providing additionalconsumer value. Dataloggers are designed to enable customers to promptly receive accurate energyusage data. Energy consumption records should allow consumers to improveforecasting and control of their energy budget and the costs of reconciliationsshould be removed because bills will be actual and not estimated. It is intended that customers will be able to view site-specific energy profilesthrough a dedicated web portal and use the information to identify whether thereare opportunities for tariff switching to reduce costs. This should also allowcustomers to benchmark energy consumption across their estate and identifyexceptional usage patterns. The Directors and Proposed Directors believe thatthe energy supplier should also benefit from a faster billing cycle becausemeter reading is real-time, with fewer customer disputes arising from inaccurateor estimated readings, and that this should deliver cash-flow and cost-to-servebenefits. The data should also improve their ability to forecast demand. Industrial and commercial meters require greater expertise in relation to theirinstallation and maintenance in comparison to domestic meters, and the Directorsand Proposed Directors consider that this is an area of the market that is notyet being adequately served. Users of industrial and commercial meters can onlydeal with MAMs with the appropriate levels of accreditation specificallycovering industrial and commercial meters. The Directors and Proposed Directorsconsider that the management of EAL are able to demonstrate the technical,operational, commercial, contract management and financial skills required todevelop the business within the industrial and commercial sector. ManagementThe management team of EAL have long-standing and specialised experiencecomplementing EAL's proposed areas of business. Each of the Proposed Directors,Robert Hatton and Russell Gibson have been actively involved in this businesssector for a minimum of 20 years, with a range of skill sets from design andimplementation of many supply chain solutions for the multi-utility sector,through to installation and operation. As well as the Proposed Directors senior staff of EAL include: Gary Rimmer, (aged 46) Commercial Director of EALGary Rimmer joined Lloyds Bank Plc in 1976 and was appointed a manager in 1986as part of a London-based team specialising in lending to major corporates inthe insurance sector and subsequently in the property and motor sectors where hemarketed structured loan facilities and worked on merger and acquisitiontransactions. He subsequently held several managerial appointments mainlyadvising and marketing to middle market corporates, until 1996 when he wasappointed Senior Group Manager, Southend Group where he was responsible for tenretail banking branches. He left Lloyds TSB Bank Plc in May 1998 to becomeCommercial Director of Proton Textiles Group Limited where he helped to grow,reorganise and relocate the group before leaving in March 2000 to undertakeconsultancy work before joining The Business Exchange plc in May 2001, where hewas in charge of fundraising services. In April 2004 he formed Active CorporateFinance Limited to undertake corporate finance related consultancy work. Gary'srole will be part time on the basis of one day per week. Robert Hatton, (aged 51) - Business Development Director of EALRobert Hatton has over 30 years experience in the UK Utility Sector. He startedhis career in the electricity supply industry as a contracts engineer in 1975with Midlands Electricity Board and became an Electrical Contracts Manager withEastern Electricity Board in 1984. He was appointed Contracts Manager forGuernsey Electricity in 1990 responsible for some fifty members of staff engagedon large electricity distribution projects both in the main power stationcomplex and on the local electricity supply networks. He progressed into energysales and marketing in 1993 and was responsible for maintaining and developingrelationships with major accounts as a national account manager with ScottishPower. In 1996 he joined Independent Energy, again as a national account managerand since leaving the company in 2001 he has undertaken a number of businessdevelopment roles mainly within the utilities sector and has specialised inutility metering and the introduction of new meter reading technologies. Russell Gibson, (aged 41) - National Operations ManagerRussell Gibson has 20 years operational experience, and was most recently aContracts Solutions Manager with Advantica responsible for delivering GasTraining for National Grid Transco Employees. Before joining Advantica he wasGeneral Manager with Utilise a training solutions company, again designing anddelivering training solutions for utility sector contractors in order that theycomply with new standards and accreditation requirements. He was alsoresponsible for developing and implementing new UK training standards for meterinstallations. Prior to that he oversaw customer training needs for FusionProvida, the sales, marketing and distribution arm of the gas specialist FusionGroup. Between 1983 and 1996 Russell held a number of operational positionswithin British Gas on Specialist Pipeline and Metering activities. Environmental impactEnergywatch, the gas and electricity watchdog, is backing a move by the EuropeanParliament to force energy companies to provide accurate and detailed bills andgive consumers the information they need to regulate and monitor their energyconsumption. They believe that, as governments across Europe promotesustainability in the generation and use of energy, it is essential thatconsumers are provided with the information they need to act in their owninterests and to play their part in reducing their energy consumption, and thatthe ability of consumers to assess their consumption patterns and the impactthese have, both on the environment and the price they pay for energy, isfundamental in encouraging change in patterns of use and in investment in energyefficiency measures. CompetitionAt present in the industrial and commercial meter market Transco is beingactively encouraged by OFGEM to support the introduction of competition. EAL'sstrategy is to approach Independent Gas Suppliers and key customer groups thatwish to appoint a new MAM and are willing to provide a long-term contractualcommitment. The perceived benefit to gas suppliers is that EAL intends to be ina position to facilitate the early installation of dataloggers. These shouldprovide suppliers and their customers with regular and accurate meter readingsto allow suppliers and users to better manage energy supply and spend. Appointment of Hichens Harrison & Co. plcHichens Harrison & Co plc have today been appointed as the Company's broker forthe purposes of the transaction and will continue to act as broker followingAdmission. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication date of the admission document 13 February 2006 Latest time and date for receipt of completed Forms of Proxy for the EGM 3.00p.m. on 7 March 2006 Extraordinary General Meeting 3.00p.m. on 9 March 2006 Completion of the Acquisition 13 March 2006 Admission effective and expected commencement of dealings on AIM 13 March 2006 Delivery into CREST of the New Ordinary Shares to be held in uncertificated form 13 March 2006 Despatch of definitive share certificates in respectof the New Ordinary Shares to be held in certificated form 20 March 2006 ACQUISITION AND PLACING STATISTICS Consideration Shares to be issued 141,500,000 Placing Shares to be issued 83,333,333 Total Number of New Ordinary Shares to be issued 224,833,333 Placing Price 1.5p Number of Ordinary Shares in issue immediately following completion of the Acquisition and the Placing 246,768,383 Percentage of Enlarged Share Capital represented by the Consideration Shares 57.34% Percentage of Enlarged Share Capital represented by the Placing Shares 33.77% Market capitalisation of the Company at the Placing Price on Admission GBP3,701,526 Existing Ordinary Shares as a percentage of the Enlarged Share Capital 8.9% This information is provided by RNS The company news service from the London Stock Exchange