Acquisition
9 August 2013
PowerHouse Energy Group plc
(the "Company" or "PowerHouse" or "the Group")
Powerhouse completes acquisition of the remaining 70% of Pyromex to create
global waste to energy group
* Powerhouse completes acquisition of the remaining 70% of Pyromex not
already held by the company.
* Powerhouse and Pyromex combine to create best of breed Waste-to-Energy
solutions to focus on small to medium sized modular efficient waste
solutions deliverable on a global scale.
* The acquisition allows for the rapid commercialisation of the technology
and early cash-flow with the first waste to energy units to be sold by Q1
2014.
* Focus on upgrading of the Munich Waste-to-Energy plant, to expand
cash-flow, and create a show-case facility.
* New opportunities are anticipated with increased growth in Europe & Asia
with an office opening in 2014 in Singapore
Powerhouse is pleased to announce that it has entered into a contract to
acquire total control of Pyromex Holding, AG and its subsidiaries. By combining
these companies together Powerhouse is launching a global Waste-to-Energy
solution group, utilising patented modular Ultra High Temperature gasification
technology.
By focusing on near-term sales of 5 tonne and 25 tonne-per-day Pyromex units,
and expanding into larger build-own-operate ventures over the next 12 months to
24 months, the new combined company is poised to create an aggressive, dynamic,
business model with significant growth prospects.
Powerhouse is positioned to see early cash-flow based upon the sale of the
smaller 5 tonne per day Pyromex units which Powerhouse have two (2) units
already near completion, with one undergoing factory testing.
The founder of Pyromex, Peter Jeney, says, "I believe that the Pyromex UHT
reactor is a world-changing technology. We needed a strong partner that would
join with us and help us create the commercial success we have been working for
over the past 15 years. We believe we finally have that in Powerhouse. Having
shared challenging times, and having rebuilt our foundations, we are convinced
that working together with Powerhouse we can build the world-wide organisation
necessary to bring our solutions to the market. We are ready to deliver this
technology on a massive scale."
Keith Allaun, Executive Chairman of Powerhouse says: "This is the first step in
the process to fully realise the commercial potential of the Pyromex Ultra-High
Temperature (UHT) gasification technology and bring the best of renewable
Waste-to-Energy products to the market.
"We are convinced that a Powerhouse and Pyromex merger, can bring the greatest
value to our customers and our shareholders whilst building a much larger
competitive company capable of delivering waste to energy on a global scale."
Background
Pyromex UHT is a novel technology that smokelessly converts municipal,
industrial, and hospital wastes (among others) into a valuable synthesis gas.
This "syngas" can be utilised in the creation of highly commercial products
(many of which currently use fossil fuels in their creation); it can be
combusted to create clean electricity; and it can power the regeneration of
hydrogen fuel cells in the delivery of hyper-efficient electrical service. The
demand for high-quality synthesis gas has been increasing and the ability to
create this gas, efficiently and economically from waste, in this way
Powerhouse believes is a significant breakthrough.
The efficiency of the Pyromex system is such that it is extremely favourable
and profitable when compared to most other "renewable" options on the market.
This efficiency, coupled with the economic advantages of diverting waste from
landfills, and eliminating transport costs, makes the Powerhouse/Pyromex
solution very compelling, and potentially very profitable.
One of the first points of focus for the company will be the commercialisation
of their 25 tonne per day Pyromex waste gasification operation that is located
at an environmental waste transfer facility in Munich. Having operated as a
pilot and demonstration plant for several years, the Eitting (Munich) Ultra
High Temperature Gasification facility is undergoing an over-haul to implement
the latest advances in the Pyromex reactor technology. It will be commissioning
into full commercial operation by Q3 2014. Plans are also under way to double
the size of the Munich facility over the next two (2) years which will greatly
expand the company's cash flow.
The Waste-to-Energy market is growing due to increased environmental awareness
with new multi-million dollar projects being announced on a monthly basis
around the world. However it isn't only the largest of projects that are
appropriate for a Powerhouse/Pyromex solution, but rather the growing need for
"enterprise" and "community" based solutions that economically fit the needs of
a corporation, a hospital, or a neighbourhood.
Based on continued growth in Asia, and the maturing of EU waste regulations and
U.S. climate mitigation strategies, a recent report by SBI Energy claims that
by 2021 the annual global market for waste to energy technologies will exceed
$27 billion.
Each year the world generates more than 1.9 billion tonnes of waste, most of
which end up in landfill, allowed to decay and release methane, carbon dioxide,
odours, groundwater quality pollutants, or dumped at sea.
However, according to SBI Energy, locked inside that waste is approximately
24.5 quadrillion Btu (718,024 GWh) of energy - enough heat to generate about
10% of the electricity consumed annually around the globe.
Barry Weir, Pyromex's Director of Operations says "Cleanly creating electricity
to power a community, while eliminating the need to truck waste to landfill
facilities, is only one of our strengths.
"The Pyromex process is completely free from smoke, noxious emissions, and
toxins. Our UHT reactor eliminates them and our down-stream syngas handling
allows us to generate electricity with a significantly lower CO2 and NOx impact
than competing solutions."
Deal Terms
The Company has entered into a contract to acquire Pyromex from Mr. Peter Jeney
("the Seller") purchasing the remaining 70% interest in Pyromex Holding AG not
already held by the Powerhouse Group (Powerhouse already holds 30% of Pyromex).
For the consideration comprising €500,000 in cash and 60,172,400 new Ordinary
Shares, equivalent to 21% of currently issued share capital in Powerhouse ("the
Consideration Shares").
In addition, the Company has granted to the Seller a fee of 10% calculated by
reference to the manufacturing costs of the gasification reactor (only)
excluding all other equipment in the facility. The Fee (known as the Technicial
Advisor Fee) shall be paid over a period of five (5) years and shall not be
paid in the event where the Seller is also otherwise entitled to any other
compensation arising from the sale of any unit by the Company or any
Subsidiary. Additionally, no Technical Advisor Fee shall be owed with respect
to the sale of the first initial two (2) five-tonne-per-day Pyromex units.
The Seller will gain a board seat (single seat only) on the Powerhouse Board,
for so long as the Seller holds 15% or more of the issued share capital of the
Company in which case, he shall nominate an appropriate non-executive director,
not being himself, to the Board.
Issue of Consideration Shares
Under the authorities granted to the directors at the Annual General Meeting on
8 November 2012, the directors have the power to allot 59,998,900 new Ordinary
Shares. Accordingly, 59,998,900 of the Consideration Shares have been allotted,
conditional on admission to trading on AIM, to the Seller, and the balance of
Consideration Shares for the Pyromex purchase will be allotted after the next
general meeting of the Company at which time an appropriate resolution will be
proposed to enable such shares to be allotted to the Seller.
Application has been made for the 59,998,900 new ordinary shares to be admitted
to trading on AIM. Admission of such shares is expected to become effective and
dealings are expected to commence on AIM on 16 August 2013. Application for the
admission to trading on AIM for the remaining 173,500 Consideration Shares will
be made in due course.
Funding
The Pyromex merger has been fully funded via the existing convertible note
agreement that Powerhouse has with Hill-Grove Investments Pty Ltd (as
previously announced by Powerhouse).
The loan is unsecured, repayable on 18 June 2014 and carries interest of 15%
per annum. Hill-Grove has the option at any time to convert the loan in part or
whole at a conversion price of 1p per share. Under the terms of the facility
the principal amount can be increased at the sole discretion of Hill-Grove.
Hill Grove Investments has already provided the further €500,000.00 under this
facility, which is used to satisfy the cash consideration of the Pyromex
purchases and agreed that the Company may draw down further sums to meet
working capital requirements per the terms of the convertible loan.
"This is a long awaited outcome" says Mr. Allaun, "It's the outcome on which
we've been working diligently for months. I'd like to thank our partners at
Pyromex for the tremendous effort they've made and our commercial team for
bringing this transaction to fruition. Opportunities are expanding in the
Waste-to-Energy market, and the future looks great for the unified team of
Powerhouse and Pyromex. I look forward to updating you on future projects as
they develop."
Information on Pyromex Holding AG
Pyromex Holding AG, which is based in Zug, Switzerland, owns the rights to a
patent-pending low emission waste to energy gasification system and is the
holding company of Pyromex AG, its principal subsidiary. Further details of the
Pyromex system are contained in the Admission Document published by the Company
on 31 March 2011, a copy of which is available on the Company's website
www.powerhouseenergy.net.
Prior to this acquisition, the Group owned 30 per cent. of the issued share
capital of Pyromex Holding AG.
None of the accounts for the years ended 31 December 2011 or 31 December 2012
for Pyromex Holding AG or Pyromex AG have been audited. In the year ended 31
December, 2012 the draft unaudited management accounts of Pyromex AG showed
that the company incurred a loss of CHF 569,225. The Directors of PowerHouse
consider the commercial continuation of Pyromex would be at risk without the
infusion of the working capital provided by Powerhouse. Accordingly, the
Directors consider that the value of the assets of Pyromex Holding AG would
have been negligible at 31 December 2012.
For additional information please contact:
PowerHouse Energy Group plc
Keith Allaun
+44 (0) 20 7079 4402
Sanlam Securities UK Limited (NOMAD and Broker)
David Worlidge
+44 (0) 20 7628 2200
Website: www.powerhouseenergy.net.