Proposed Acquisition

6 Nov 2007 11:52

Alternative Energy Limited06 November 2007 For Immediate Release 6 November 2007 ALTERNATIVE ENERGY LIMITED ("the Company")(a company incorporated in Singapore)Company No: 200619290H PROPOSED ACQUISITION INTRODUCTION The Board of directors (the "Board") of Alternative Energy Limited (the"Company") hereby wishes to announce that the Company, has entered into a sharepurchase agreement to acquire the entire interest in Renewable Power Pte Ltd("RPPL"), a company incorporated in Singapore (the "Acquisition"). On completion of the Acquisition, the Company will further invest a sum ofS$199,999 to subscribe for new shares of 199,999 such that the issued andpaid-up capital is increased to S$200,000 comprising 200,000 shares. RATIONALE FOR THE ACQUISITION The Company has been formed for the purpose of making investments and/oracquisitions in the alternative energy market and for research and developmentof energy technologies, businesses and companies which offer an alternative toconventional fossil fuel and nuclear methods of generating household andindustrial energy. The Company does not currently possess any in-house technicalexpertise, but in the Company's Admission Document dated 9 October 2007, theDirectors stated their intention to identify and then appoint suitably qualifiedand experienced personnel to fill the key personnel positions. Accordingly, the Board believes that the acquisition of RPPL as a subsidiarywould therefore present several strategic advantages to the Company's business: a. In House Research capacity - Rapid Expansion - The availability of itsown in-house research team will both enable the Company to quickly analyse thetechnical viability of investment proposals and will also enable the Company todevelop its own technical competence - a very important element in an area withmany developing technologies and where the cost of external consultancy could bevery high. b. Confidentiality. The availability of an in-house technical team willalso enable the Company to ensure stricter confidentiality in technologies andinvestments which it analyses and reviews - this could be vital in atechnologically developing and sensitive market. c. Savings in Infrastructure Set-up - RPPL has acquired an office cumlaboratory facility in Science Park II in Singapore. This facility has alreadybeen fitted with renovations worth about S$500,000. Upon acquisition of RPPL,the Company would enjoy a saving in terms of sunk cost and renovation time,compared to the option of acquiring a new research facility on its own. d. Singaporean Team - Finally, all of the staff from RPPL are all Singaporecitizens or Permanent Residents. Singapore is a recognized financial centrewhich is also a well known supporter of the development of technology.Singapore's proximity to the booming manufacturing and technology centres ofAsia, coupled with the Singaporean government's expressed desire to developalternative energy technologies means that basing a Research and Developmentteam in Singapore may bring to the Company additional benefits in the way ofopportunities, economic efficiencies and grants. Singaporean professionals havea good reputation for integrity and reliability and are more cost effective thantheir European counterparts. INFORMATION REGARDING RPPL RPPL is a Singapore based research company and was founded and established byits sole shareholder and director Dr Goh Swee Ming, an experienced researchscientist and engineer in August 2007. He was joined by Dr Tay Boon Hou, aresearch scientist with whom he had collaborated successfully for more than adecade. RPPL is dedicated in the research and development of renewable energies forhousehold consumers. The company comprises a team of experienced researchscientists and engineers with a short term lease on commercial terms on aproperty with fully fitted out research and development facilities in Singapore.RPPL does not have any other assets or liabilities other than its commitments toemployees. The Board therefore believes that the acquisition of RPPL wouldenable the Company to achieve its objective of obtaining, in a cost andadministratively efficient manner, a dedicated and competent research anddevelopment team and fulfill its objectives in respect of the appointment ofsuitably qualified and experienced personnel. THE ACQUISITION The Company has on 30th October 2007 entered into a sale and purchase agreement(the "SPA") with Dr Goh Swee Ming (as Vendor) pursuant to which he will sell hisshareholding interest amounting to 100% in RPPL to the Company, free from allclaims, charges, liens, equities and other encumbrances and together with allrights and advantages attaching thereto on completion and thereafter. Principal Terms Under the terms of the SPA, the purchase consideration in respect of the 100%equity interest in RPPL is US$400,000 and shall be fully paid or satisfied byway of 9,411,764 new ordinary shares in the Company at the issue price ofUS$0.0425 per ordinary share (the "Consideration Shares"). The Consideration Shares shall be allotted and issued directly to the Vendor orhis nominee, and will be credited as fully paid-up. The Consideration Shareswhen allotted and issued shall rank pari passu in all respects with the thenexisting ordinary shares of the Company save that they will not rank for anydividends, rights, allotments or any distribution, the record date of whichfalls before the date of issue of the Consideration Shares. The ConsiderationShares, when issued, represent approximately 0.79% of the enlarged issued sharecapital of the Company upon the completion of the Acquisition. Application will be made to the London Stock Exchange for the ConsiderationShares to be admitted to trading on AIM. LOAN FOLLOWING THE ACQUISITION The Directors intend to make an intercompany loan to RPPL of some S$1,223,000over the next year. INTEREST OF DIRECTORS Save as disclosed in this announcement, none of the directors or controllingshareholders of the Company have any interest, direct or indirect (other thanthrough their shareholdings in the Company), in the Acquisition. RESPONSIBILITY STATEMENT The Directors of the Company (including those who have delegated detailedsupervision of this Announcement) have taken all reasonable care to ensure thatthe facts and opinions stated in this Announcement are fair and accurate andthat no material facts have been omitted and them jointly and severally acceptresponsibility accordingly. Where any information has been extracted frompublished or publicly available sources, the sole responsibility of theDirectors of the Company has been to ensure through reasonable enquiries thatsuch information is accurately extracted from such sources or, as the case maybe, reflected or reproduced in this Announcement. ENDS For further information, please contact: Richard Lascelles, Director Tel: +44 207 408 1067 Roland Cornish, Beaumont Cornish Limited Tel: 020 7628 3396 Notes for Editors: Summary of Bibliographies of Current RPPLTeam Principals Name - Dr Eric Goh Swee MingAppointment - General ManagerAge: 43 Qualifications - PhD, Master of Science in Information Studies & Bachelor ofEngineering (Mech). Relevant Working Experience - Director of Research Development, SCPii(2006-2007); Country Manager of US-based Management Consultancy, LIM (2006-2007); Engineering Manager, Singapore Technologies Kinetics (1996-2006);Military Engineering Officer, MINDEF (1989 -1996). He is also a Member of theSystems Engineering Society of Australia. Name - Dr Tay Boon Hou Appointment - Chief Technology Officer / Principal Consultant Age: 42 Qualifications - PhD & Bachelor of Electrical and Electronic Engineering (Hons) Relevant Working Experience -Director and Project Manager of IN Technology PteLtd. He oversees the Company and pioneers three strategic research activities inthe company, namely, Artificial Intelligence, Systems Engineering and Datalink.The Singapore Industrial Representative for the Technical PublicationsSpecification Maintenance Group (TPSMG) that is responsible for maintaining theS1000D specification for the European Association of Aerospace Industries(AECMA). He is also a Member of the Systems Engineering Society of Australia. The team also currently comprises: Lee Wai Hong, Principal Research Engineer,aged 38; Ang Teck Wee, Research Engineer, aged 28; and Esther Chung Chee Wan,Accounts and Administrative, aged 31. This information is provided by RNS The company news service from the London Stock Exchange