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Schedule 1 - Alternative Energy Limited

17 May 2010 07:00

RNS Number : 9967L
AIM
17 May 2010
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

ALTERNATIVE ENERGY LIMITED

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

REGISTERED OFFICE:

 

50, Raffles Place

#17-01, Singapore Land Tower Singapore 048623

 

TRADING OFFICE:

 

1 Science Park Road

#02-09, The Capricorn Singapore Science Park II Singapore 117528

 

COUNTRY OF INCORPORATION:

SINGAPORE

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.alternativeenergy.com.sg (to be in place on Admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Alternative Energy was admitted to trading on AIM with effect from 12 October 2007 for the purpose of making investments and/or acquisitions in the alternative energy technologies market and for research into and development of energy technologies, businesses and companies which offer alternative conventional fossil fuel and nuclear methods of generating household and industrial energy.

The Company, whose operations are based in Singapore, has been evaluating a number of different technologies for potential acquisition by the Company, primarily in the field of solar and wind-generated energy, and have themselves developed, in the course of their research, further technologies which may lead to the Company obtaining its own proprietary technology. AEL has also been developing its own range of energy saving products, including LED light bulbs, street lights and housing, which will be complemented by the energy generating technology of the eRoof.

 

AEL is now proposing to purchase, for a maximum aggregate consideration of US$20 million to be satisfied by the issue of Ordinary Shares at US$0.03 per share, the intellectual property, including patents and patent applications, surrounding the eRoof technology and to commence the production and marketing of its eRoof. The eRoof is a fully integrated method of micro energy generation designed to use the sun, wind and water to generate power. The Company will initially focus on the eSolar product which is a roofing system designed to generate electricity through photovoltaic cells incorporated into eSlates.

A Convertible Loan Facility for US$2million has been arranged and is conditional on Admission.

 

The Acquisition constitutes a Reverse Takeovers under AIM Rule 14.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

1,377,999,597 Ordinary Shares.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

MARKET CAPITALISATION: US $41 million based on issue price (US$0.03) of the new Ordinary Shares

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

689,100,304 Ordinary Shares representing 50.01% of the issued share capital on Admission are not in public hands

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

No others.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Christopher George Edward Nightingale (Executive Chairman)

Dr. (Eric) Goh Swee Ming (Executive)

Richard Anthony Finlayson Lascelles (Non-Executive)

Bay Yew Chuan (Non-Executive)

Noel Meaney (Non-Executive)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As the Date of the Admission Document Immediately following Admission

Number of Issued Ordinary Shares % Number of Issued Ordinary Shares %

 

Perfection Group Limited* 499,999,998 42.44% 607,041,479 44.05%

Morstan Nominees Limited** 108,500,000 9.21% 108,500,000 7.87%

Pershing Nominees Limited

A/C AGCLT*** 185,000,000 15.70% 185,000,000 13.43%

Roy Nominees Limited*** 113,500,000 9.63% 113,500,000 8.24%

 

* Christopher Nightingale owns the entire issued and paid-up ordinary shares of Perfection Group Limited.

** Kenneth Tan is the beneficial holder of 108,500,000 Ordinary Shares held through Morstan Nominees Limited

*** These Nominee accounts hold shares on behalf of a number of small individual shareholders, none of whom are interested in more than 3% of the Company's issued share capital.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

In addition, in the last 12 months the Company has paid the following commissions:

 

1. To Carmen Gan - USD29,027 paid in Nov 2009, being 5% commission in respect of the placing of 19,370,000 treasury shares of the company at USD0.03.

 

2. To Newton Asset Management - USD23,370 paid in Feb 2010, being 5% commission in respect of the placing of 15,580,000 new shares of the company at USD0.03

 

3. To Paulina Mochtar- US$85,137 in respect of the introduction of funds to the Company

 

 

In addition, conditional on completion of the Acquisition, the Vendor has nominated the following parties as recipients of some of the consideration shares:

 

● 70,000,000 Ordinary Shares to be issued to Peter de Savary

● 30,000,000 Ordinary Shares to be issued to Logarajah Subramaniam

● 20,000,000 Ordinary Shares to be issued to Indra Devi Ratnasingam

● 42,318,000 Ordinary Shares to be issued to Mahassine Bojji

● 18,500,000 Ordinary Shares to be issued to Masterpiece Pte Limited

● 18,500,000 Ordinary Shares to be issued to Boston Holdings & Finance Limited

● 5,000,000 Ordinary Shares to be issued to Paulina Mochtar

● 4,510,000 Ordinary Shares to be issued to Newton Asset Management Group Limited

● 3,000,000 Ordinary Shares to be issued to David Lim

● 3,448,000 Ordinary Shares to be issued to Steven Chan Siew Kay

● 670,000 Ordinary Shares to be issued to Ong Boon Kheng

● 720,000 Ordinary Shares to be issued to Choo Pei Kei

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 AUGUST

(ii) 31 AUGUST 2009

(iii) Expected Accounting Timetable:

 

Latest date for publication of the Company's interim results for the six months ended 28 February 2010 by 31 May 2010.

 

Latest date for publication of the Company's audited results for the year ended 31 August 2010 by 28 February 2011.

 

Latest date for publication of the Company's interim results for the six months ended 28 February 2011 by 31 May 2011.

 

EXPECTED ADMISSION DATE:

 

2 June 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited

2nd Floor, Bowman House

29 Wilson Street

London

EC2M 2SJ

 

NAME AND ADDRESS OF BROKER:

 

Beaumont Cornish Limited

2nd Floor, Bowman House

29 Wilson Street

London

EC2M 2SJ

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

ADMISSION DOCUMENT AVAILABLE FROM THE OFFICES OF Kerman and Co LLP, 200 Strand, London, WC2R 1DJ AND THE COMPANY'S WEBSITE, WWW.ALTERNATIVEENERGY.COM.SG.

 

ADMISSION DOCUMENT PRODUCED IN ACCORDANCE WITH THE AIM RULES TO INCLUDE FULL DETAILS ABOUT THE APPLICANT AND THE ADMSSSION OF ITS SECURITIES.

 

DATE OF NOTIFICATION:

 

14 May 2010

 

NEW/ UPDATE:

 

NEW

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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