Acquisition

RNS Number : 4148S

Active Energy Group PLC

21 November 2011

 



21st November 2011

AIM: AEG

ACTIVE ENERGY GROUP PLC

("Active Energy" or "the Group" or "the Company")

Acquisition of Bioenerho-Leader Limited

Active Energy, the AIM - quoted voltage optimisation specialist and eco engineering consultants announces, the acquisition of Bioenerho-Leader Limited ("Bioenerho"), a company that has been established to provide biomass energy resources to industrial power facilities in Poland, for an initial consideration satisfied by the issue of 40,000,000 new ordinary shares ("Consideration Shares") of 1p each in the capital of the Company.

The acquisition of Bioenerho is conditional on Admission of the Consideration Shares to trading on AIM ("Admission").

Background to Bioenerho

Bioenerho was established in October 2011. It was set up to carry out forestry and logging services in Ukraine and to provide biomass energy resources (wood chips) to industrial power facilities in Poland. The wood chips are to be treated as feed stock by the industrial power customers in order to reduce the use of fossil fuels (predominantly coal) and thus reducing carbon emissions and assist the power facilities in complying with certain regulatory requirements governing the use of fossil fuels.

Bioenerho has recently entered into the following contracts:

A ten year contract with State Enterprise "Lyuboml Forestry" ("Lyuboml Forestry"), an administrator of the Lyuboml Forest, a state owned forest situated in Lyuboml, Ukraine, for the supply of up to 100,000 tonnes of timber per annum at a fixed price per tonne.

A ten year contract with "Volyninvestbud" ("Volyninvestbud"), a logging and chipping company based in Ukraine, which has been contracted to supply up to 80,000 tonnes of processed wood fuel chips at a fixed price per tonne. The raw material for the logging and chipping process is to be supplied from the Lyuboml Forestry contract.

A ten year contract with Medium Sp. Z o.o. ("Medium Sp."), a wood chip distributor based in Poland, which supplies wood chip to a range of Polish industrial power facilities, for the supply of up to 80,000 tonnes of wood chips at a fixed price per tonne.

Bioenerho will commence trading shortly and expects to receive initial orders from Medium Sp for the supply of wood chips.

The offices of Bioenerho will be located in Kiev, Ukraine and initially it will employ three employees. Gavin Little and Christopher Foster will be appointed directors of Bioenerho.

The Directors believe the acquisition will allow Active Energy to further broaden its integrated environmental services, that cover the broad spectrum of issues including energy saving, renewable energy creation, recycling and carbon management, in to Poland, Ukraine and surrounding countries.  

Consideration

The initial consideration for Bioenerho will be satisfied by the issue of the Consideration Shares. The Consideration Shares have been issued at a price of 7.5 pence per share.

Following completion of the acquisition the vendor of Bioenerho, Eastwood SA (a company registered in Nevis) will be issued 40,000,000 ordinary shares in the capital of the Company, equivalent to 16.9 per cent of the enlarged issued share capital of the Company.

Application will be made for 40,000,000 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 28  November 2011. Following the issue of these shares, the Company will have 236,608,971 Ordinary Shares in issue.

As a result of the acquisition, the Directors will hold the following number of Ordinary Shares in the capital of the Company:

	Number of ordinary shares	Percentage of enlarged issued share capital
Christopher Foster	10,419,974*	4.40
Gavin Little	6,000,000	2.54
Philip Palmer	3,941,312	1.67

*- This holding includes 1,181,250 shares held non-beneficially via Alpha Prospects, a company of which Mr Christopher Foster is a director and shareholder. It also includes 827,400 shares held non-beneficially via Cinpart Employees Benefit Trust of which Mr Christopher Foster is a trustee.

Commenting on the acquisition, Gavin Little, Chairman, said;

"We are very excited by this latest acquisition which is in line with our strategic plan and complements the activities of the Redline Engineering business and the repositioning of the company in the eco/energy management sector.

 I expect the acquisition will form a strong platform for the company in this fast-growing energy market. There are a number of Biomass Electricity Generation facilities in neighbouring countries, notably Poland, which are anticipated to come in to operation in the next twelve months which we would hope to generate orders from.

The Company also hopes to secure additional contracts once orders are received from the initial supply contract. We expect the initial orders will be received in the first quarter of 2012.

I also look forward to expanding our other business activities into Ukraine as the opportunities present themselves."

Enquiries:

Active Energy Group Plc GavinLittle,Executive Chairman	Tel: [phone]
Christopher Foster, Executive Director	Tel: [phone]
Office	Tel: [phone]
Merchant Securities Limited (Nominated Adviser and Broker)
Simon Clements	Tel: [phone]

 

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