Acquisition
Ethanol Investments PLC
24 April 2008
Ethanol Investments plc
('EI' or 'the Company')
Creation of a major new cleantech activist shareholding group.
Proposed acquisition of portfolio of cleantech investments.
Proposed change of name
Proposed share consolidation
Further to the announcement of 18 December 2007, Ethanol Investments plc ('EI'
or 'the Company'), is pleased to announce today a series of major corporate
moves that are intended to transform the Company into a significant investment
force within the international cleantech and renewable energy sector. Subject to
shareholder approval, it is proposed to;
* acquire a portfolio of minority stakes in a number of pre-IPO and
small-cap public companies within the renewable, clean technology and
related industries;
* restructure the Board of the Company, with the appointment of a new
Chairman and several new Non-Executive Directors
* change the name of the Company to Evergreen Securities plc;
* form a new Advisory Board to provide deal origination, consultancy and
advisory services, and
* undertake a capital reorganization which will involve the consolidation of
the existing ordinary share capital of the Company on the basis of 1 new
ordinary share of 1.25p ('New Ordinary Shares') for every existing 500
ordinary shares of 0.0025p each (the 'Consolidation')
In addition to these moves, EI also announces that it has raised approximately
£0.42 million by way of a placing of new Ordinary Shares of 1.25p each ('New
Ordinary Shares') at 105p per share, to provide additional working capital for
the Company.
Peter Greensmith, the Chief Executive Officer of EI, said; 'The proposed
acquisitions and corporate changes announced today are intended to provide the
platform for the creation of a major new activist shareholder group, focusing on
the European renewable and cleantech sectors. It is the intention of the new
Board to make further selective investments in the near future, initialing
focusing on assets or companies in the public or pre-IPO arena, where it feels
it can add value or engender the realization of that value in the short to
medium term'.
For further information:
Ethanol Investments plc
Peter Greensmith, Chief Executive Tel: +44 (0) 20 7877 5040
Seymour Pierce Ltd Nominated Advisor & Broker
Jonathan Wright/Matthew Thomas Tel: +44 (0) 20 7107 8000
Introduction
Your Board is pleased to announce that terms have been agreed for the Company to
make a number of acquisitions, as described below, (the 'Acquisitions') for an
aggregate consideration of £10.4 million, to be satisfied by the payment of
£50,000 in cash and the issue of 8,443,407 New Ordinary Shares and £1,222,054 in
nominal value of convertible loan notes.
Under the AIM Rules, each of the Acquisitions is a reverse takeover and, as
such, is conditional, inter alia, on the approval of shareholders of the Company
at the General Meeting of the Company ('General Meeting') to be held on 19 May
2008. An admission document containing full details of the Acquisitions is being
sent to shareholders today.
It is also proposed that, from Admission, the Company's name will be changed to
'Evergreen Securities plc' and a resolution to this effect will be proposed at
the General Meeting.
Investing Strategy
Under the AIM Rules for Companies, the Company is and, following Admission, will
continue to be treated as an investing company. As such, the Company is required
to have an investing strategy. The current investing strategy of the Company is
not considered to be suitable for the proposed activities of the Company
following Admission. Accordingly, the Company proposes to adopt the following
investing strategy, with effect from Admission:
'The Company's strategy is to acquire holdings in clean and renewable energy and
/or technology
companies and/or assets and/or projects, primarily in Europe, North America and
Australasia where such a transaction has the potential to create value for
Shareholders.
The Company is primarily seeking to acquire interests in clean and renewable
energy and/or technology companies and/or assets and/or projects, including but
without limitations, those relating to energy efficiency and alternative energy
sources including renewable energy, biofuels, water treatment and management,
waste management and resource recovery, industrial process advances and emission
reduction technologies. In addition, where potential exists for short-term
valuation enhancement, the Company would not discount taking up investment
opportunities in other sectors, although it is envisaged that any investments
made outside the Company's core clean and renewable energy and/or technology
focus will remain opportunistic in nature and constitute a minority of the
Company's net asset value at any one time.
The Company's investments may be achieved and structured through partnerships,
joint venture arrangements or acquisitions of whole or part of a business, a
company or a project. Investments may take the form of equity, joint venture
debt, convertible instruments, contractual joint ventures, licence rights or
other financial instruments as the Directors deem appropriate.
The Company, within its core areas of focus, will seek to exploit the investment
opportunity represented both by publicly traded securities and by companies
within the 'pre-flotation' arena, with a view to arbitraging differences in
public and private company valuations. The Company believes that a large number
of private companies can be successfully prepared for flotation or sale by
investing time, financial and commercial expertise and other resources.
In addition, the Company's management believes that current volatility in the
stock market (especially AIM) and the increasing costs and regulation of being a
public company will reduce market appetite for smaller IPOs in the short term.
To the extent that this causes companies to delay seeking a flotation, it
increases the number of opportunities for the Company to offer substantial
pre-flotation investment and guidance.
Given the disproportionately early-stage and micro-cap nature of the majority of
aspiring flotation
candidates in the clean and renewable energy and/or technology sectors, the
Company believes that this area of focus offers substantial investment
potential.
The Company intends to be an active rather than a passive investor wherever
possible and will typically look for Board or Board 'observer' representation on
most of its investments. It intends to adopt a flexible approach to the size of
and percentage held in each investment, and will primarily focus upon taking
positions sufficient for the Company to maximize its influence and to drive
short-to-medium term value creation.
The investments held by the Company will not be limited to a specific number and
the Board intends to maintain a wide spread of investments in its chosen market
sectors.
The directors and proposed directors of the Company believe that their and the
Group's management and advisory team's broad collective experience in the areas
of acquisitions, consultancy, corporate and financial management, will assist
them in the identification and evaluation of suitable opportunities and help to
deliver its value-enhancing objectives.'
Information on the Acquisitions
The assets to be acquired comprise minority stakes in the following companies:
Cleantech Group LLC ('Cleantech') (www.cleantech.com)
Cleantech connects venture, corporate and institutional investors with clean
technology entrepreneurs, through related information products and advisory
services, an executive search division and a listed cleantech index. The
Cleantech Venture Network which originally defined and introduced cleantech as
an investment category in 2002, is now the Cleantech group, spanning a series of
businesses which have helped transform cleantech from a niche category into a
significant business opportunity. The company's activities share a common
mission: to provide insight, business opportunities and relationships that
catalyze the growth of cleantech markets globally. It encompasses a membership
organization of 8,000 qualified cleantech investors, 9,500 companies and
professional services organizations worldwide and a core group of 1,300 elite
members with assets exceeding $6 trillion. The roster includes venture capital
firms, investment banks, limited partners, governments and major corporations
via offices in North America, Europe, China and India.
The company, via its wholly owned subsidiary Evergreen Securities Limited
('Evergreen'), proposes to acquire 60,000 Series A Units and 13,800 Series A-1
Units in Cleantech, representing, in aggregate, approximately 9.74 per cent. of
the current issued units in Cleantech, for an aggregate consideration of
£1,498,818.16.
Waipuna Holdings Limited ('Waipuna') (www.waipuna.com)
Waipuna is an alternative pesticides company, which has developed a patented
organic hot-foam
application to control weeds in municipal, agricultural and the home-garden
applications. Waipuna's technology has a number of key benefits over existing
application methods. It is environmentally-friendly, using no harmful or toxic
pesticides or chemicals. Its foam is 100 per cent. organic and biodegradable, as
well as cost-competitive. Already operating across Europe and the UK, USA,
Australia and New Zealand, the company has filed patents in all three major
regions: USA, Europe and Australasia. Importantly, the process yields quick
results within hours of treatment.
Evergreen proposes to acquire 1,413,950 ordinary shares in Waipuna, representing
9 per cent. of the current issued ordinary share capital of Waipuna, for an
aggregate consideration of £2,901,898.31.
The CarbonNeutral Company Limited ('CNC') (www.carbonneutral.com)
CNC is a UK-based carbon offsetting company. Originally called Future Forests,
it was founded in 1997 by Sue Welland and Dan Morrell. CNC's core services are
the provision of carbon offsetting and carbon consulting, with the aim of
reducing CO2 emissions and delivering commercial, personal and environmental
benefit. Carbon offsetting allows high-emitting companies to reduce their
overall impact, driven either by corporate directive or regulations, by
investing in low-emission projects. The carbon consulting business provides
clients with the resources to understand their carbon emissions, exposures, and
risks, and works through a reduction, avoidance and offset programme to meet
agreed commercial objectives.
Evergreen proposes to acquire 2,532 A Preference Shares of 1p each ('CNC
Shares') in CNC, representing approximately 4.49 per cent. of the current issued
share capital of CNC. In addition, Evergreen proposes to acquire convertible
loan notes in CNC with a nominal value of £100,000 ('CNC Loan Notes'). Total
consideration for the CNC Shares and CNC Loan Notes being acquired is
£534,904.72.
Prometheus Energy Company ('Prometheus') (www.prometheus-energy.com)
AIM-listed Prometheus is an operating alternative and renewable fuel company
specialising in the
production, sale and distribution of liquid natural gas (LNG) sourced from
low-cost waste and stranded gas reserves. Traditionally, LNG production has been
highly capital-intensive and has involved large-scale lliquefaction in a few
centralised locations, of high-quality and expensive pipeline gas. In
comparison, Prometheus uses a small-scale and transportable proprietary system
to purify and liquefy raw gas at its source, such as a landfill site, mine or
well, from where it can be transported to end-users either on-site or a short
distance away. Prometheus's on-site process significantly lowers the price at
which it sources gas, substantially cuts distribution and transport costs, and
allows Prometheus to offer customers a low cost, contracted fixed price for
fuel.
On 10 April 2008, Prometheus announced its intention to de-list from AIM
following a General Meeting to be held on 2 May 2008. If Prometheus's
shareholders approve the cancellation of the admission of Prometheus' shares to
trading on AIM, the expected date for the proposed cancellation is 9 May 2008.
Evergreen proposes to acquire 6,857,142 ordinary shares in Prometheus,
representing approximately 11.39 per cent. of the current issued ordinary share
capital of Prometheus, for a consideration of £1,268,571.
Coal International Plc ('Coal International') (www.coal-international.com)
AIM-listed Coal International's aim is to build and grow a portfolio of
metallurgical and thermal coal properties to supply the global steel and power
industries. Focusing on acquiring properties that can achieve significant
production in the short term with long term growth potential, Coal International
hopes to achieve operating and market scale to attain premium valuations in the
equity markets.
Evergreen proposes to acquire 1,087,590 ordinary shares in Coal International
representing approximately 1.16 per cent. of the issued share capital of Coal
International, for a consideration of £331,715. The acquisition is considered
short-term and opportunistic in nature, based on the fundamentals of the target.
HaloSource, Inc. ('HaloSource') (www.halosource.com)
HaloSource is a US-based company founded on an antimicrobial technology platform
that targets
treatment, coatings, and healthcare markets to develop and commercialise unique
proprietary technology solutions for safe water and infection control. Based on
two distinct biochemical technologies, HaloSource (i) enables water purification
and treatment for drinking water, recreational (pool/spa), aquaria, and storm
water, and (ii) coats a rechargeable antimicrobial surface for use on textiles
for use in hospitals, the military and the home. HaloSource's ingredient brands
- HaloPure(R), HaloShield(R), SeaKlear(R) and StormKlear(R) - provide reliable,
tested and proven solutions in the product categories of clean water and
antimicrobial protection.
Evergreen proposes to acquire 373,118 common shares of HaloSource, representing
approximately 1.2 per cent. of the issued ordinary share capital of HaloSource,
for a consideration of £1,084,000.
ACTA S.p.A. ('ACTA') (www.acta-nanotech.com)
AIM-listed ACTA was formed to exploit a breakthrough made by scientists in Italy
in catalyst technology. ACTA's products target Original Equipment Manufacturers
customers in the green energy market and include a range of catalyst
technologies which allow the use of a range of base metals organised into well
dispersed nano-particles that exceed the catalyst performance of expensive
platinum. The catalysts have a number of applications, including for use as
catalysts in fuel cells, low cost hydrogen generation for fuel cells and the
conversion of CO2 to liquid fuels such as ethanol.
Evergreen proposes to acquire 105,648 ordinary shares in ACTA, representing
approximately 0.27 per cent. of the current issued ordinary share capital of
ACTA, for a consideration of £100,000.
London Bridge Capital Limited ('LBC') (www.londonbridgecapital.com)
Formed in January 2007, LBC is a specialist, FSA regulated cleantech investment
bank specialising in the provision of advice to small and medium sized
enterprises whose products are in the clean technology space, with a particular
focus on the renewable energy industry.
Evergreen proposes to acquire 1,650,000 B ordinary shares in LBC, representing
approximately 18.38 per cent. of the current issued ordinary share capital of
LBC, for a consideration of £1,000,000.
Peter Greensmith is a director of LBC.
Libra Natural Resources plc ('LNR') (www.lnrplc.com)
AIM-listed LNR is an investing company focused on the natural resources and
energy sectors, with assets based in the USA and Canada. In pursuing investments
in these sectors, LNR assesses projects with respect to technical, commercial
and investment return merits. As an international company that acquires and
invests in the natural resources and energy sectors, LNR has targeted its
initial investments in the waste to energy sectors. In May 2007, LNR announced
its intention to extend the operations of the business elsewhere in Canada, the
United States and Europe, with the aim of becoming the world's leading producer
of wood pellets within the eighteen months from that date.
Evergreen proposes to acquire 3,000,000 ordinary shares in LNR, representing
approximately 1.47 per cent. of the current issued ordinary share capital of LNR
, for a consideration of £330,000.
Peter Greensmith is a director of LNR.
HIP Facilities Group Limited ('HIP') (www.hippayment.com)
Set up in 2006, HIP offers a 10 month deferred payment scheme to Home
Information Pack providers and estate agents. Home Information Packs contain
details around the potential liabilities associated with the purchase of a new
property, particularly the overall energy efficiency of the estate as determined
through various measurements including boiler efficiency, insulation thickness
and pane quality.
Evergreen proposes to acquire 154,521 ordinary shares in HIP, representing
approximately 8.48 per cent. of the current issued ordinary share capital of
HIP, for a consideration of £437,726. The acquisition is considered short-term
and opportunistic in nature, based on the fundamentals of the target.
G Broadband Limited ('G Broadband')
G Broadband is a broadband, media and technology development company focused on
emerging
opportunities in the South-eastern Europe region. Initially, the group's focus
is on the restructuring/consolidation of the Greek broadband market, and the
creation of a differentiated offering based on fibre-to-the-home (FTTH)
deployment.
Evergreen proposes to acquire unsecured loan notes with a nominal value of
£250,000, with an 8 per cent. coupon, and due in 2010, along with associated
warrants of G Broadband, for a consideration of £650,000. The acquisition is
considered short-term and opportunistic in nature, based on the fundamentals of
the target.
Principal Terms of the Acquisitions
Goldsmith Acquisition
Evergreen will acquire securities in Cleantech, CNC and Waipuna (mentioned
above) beneficially owned by the Benjamin Goldsmith and a number of his
associates. The aggregate purchase price for the acquisition of these securities
is: (a) £4,935,621.19 to be satisfied on completion by the payment of £50,000 in
cash, the issue of 3,489,111 New Ordinary Shares at the price of £1.05 per New
Ordinary Share and £1,222,054 of convertible loan notes (together the
'Completion Consideration'); and (b) further deferred consideration to be
payable on the occurrence of certain events, in the case of Waipuna by no later
than 17 December 2008 and in the case of CNC by 16 June 2008, such deferred
consideration to be satisfied one third by cash or at the option of Evergreen by
the issue of convertible loan notes and two thirds by the issue of New Ordinary
Shares.
Libra Acquisition
Evergreen will acquire securities in Prometheus, Coal International and
HaloSource (mentioned above), owned by LNR for an aggregate purchase price of:
(a) £2,684,286, to be satisfied on completion by the issue of 2,556,462 New
Ordinary Shares at the price of £1.05 per New Ordinary Share; and (b) if the
securities being acquired pursuant to the Libra Acquisition are sold for cash by
Evergreen prior to 3 October 2008 at a premium to the value that they are
acquired, further deferred consideration equivalent to 50 per cent. of such
premium will be payable to LNR. This deferred consideration will be satisfied by
the issue of New Ordinary Shares or, at the election of Evergreen, in cash.
Maitland Acquisition
Evergreen will acquire the securities of ACTA, LBC, LNR, HIP and loan notes and
attached warrants with a nominal value of £250,000 of G Broadband from Maitland
Investments Limited. The aggregate purchase price for the acquisition is: (a)
£2,517,726 to be satisfied on completion by the issue of 2,397,834 New Ordinary
Shares at the price of £1.05 per New Ordinary Share; and (b) further deferred
consideration to be payable in the event that HIP raises any funds by the
placing of its ordinary shares at any time during the period of 6 months from
the date of Admission at a price per HIP share (the 'HIP Placing Price') greater
than 283p, then additional consideration will be payable to Maitland equal to
the number of HIP shares being acquired multiplied by the difference between
283p and the HIP Placing Price. The deferred consideration will be satisfied by
the issue of New Ordinary Shares
Investment Opportunities
The Board is reviewing various potential investment opportunities which may be
realised in the short to medium term or not at all. In any event, the Board will
continue to consider any investment opportunity that is offered to it and it
considers appropriate to pursue.
Directors, Consultants and Employees
On Admission, it is proposed that Peter Greensmith will step down as Executive
Chairman and remain as Chief Executive Officer of the Group and Nigel a Brassard
will be appointed as the Non Executive Chairman of the Group. The biographical
details of the Directors and Proposed Directors of the Company are set out
below.
Peter Greensmith, aged 45, (Chief Executive Officer)
Peter has worked in the European investment banking marketplace since 1986,
specialising in advising companies in the alternative energy sector. He spent 11
years at Dresdner Kleinwort Benson, latterly as Deputy-Head of the Global
Private Equity team, and 3 years at Libertas Capital plc, as co-founder and
Senior Managing Director.
Nigel Courtenay a Brassard, aged 52, (Non-Executive Director and Proposed
Non-Executive Chairman)
Nigel has been an investment banker for almost 30 years, starting his banking
career with Samuel Montagu where he was Assistant Director in the international
Capital Markets Division, based in London and Sydney. In 1986, Nigel joined
Kleinwort Benson where he held several Board positions in London, Madrid and New
York and headed up, inter alia, the bank's Global Equity Capital Markets,
Mergers & Acquisitions and North American Corporate Finance activities. Since
2001, Nigel has been Chief Executive Officer of Lenox Hill Investments Limited,
an asset management and financial advisory company to a range of international
energy companies.
Laurence Mark Holyoake, aged 39, (Proposed Non-Executive Director)
Laurence has had over 15 years of senior banking and investment experience in
Asia, North America and Europe. Laurence worked initially with Barclays in
London and then the leading global inter broker dealers CMTS and Inter Capital
in Hong Kong for whom he developed highly profitable Asian businesses and in
Japan with the Japanese partner of Tullet group where he developed and managed
their Japanese business. He co-founded the British Seafood Group in 1995 with
his brother and took up the position of group managing director in 2001. From
2005 to 2008, Laurence was instrumental in re-energising and building BGC
Partners' US interest rate derivative market business.
Emma Victoria Myers, aged 34, (Proposed Non-Executive Director)
A graduate of Queens College, Cambridge, Emma worked with IMG, Mark McCormack's
Sports Marketing Business, before leaving to become an independent consultant.
Emma has been involved with the flotation of several AIM companies, including
Host Europe plc and tecc-IS plc. Her current directorships include Oxygen
Ventures Limited and Birch Partners plc.
In line with the Company's strategy of developing a differentiated business
model, focused on low corporate overheads and aligned shareholder and management
objectives, it is intended that the Directors will not receive any direct cash
payment for their services, and instead will be remunerated via participation in
a long-term option incentive plan to be introduced by the Company within the
next 12 months.
Proposed Advisory Board
Following Admission, the Company intends to form an Advisory Board of senior
international executives, to aid the development of the Company. The primary
purpose of the Advisory Board is to advise the Company on its strategic
objectives and their attainment, and seek to enhance the sourcing and
origination of investment opportunities.
The first two appointments to the Advisory Board will be Lady Barbara Judge and
Ben Goldsmith.
Capital Reconstruction
At present the authorised share capital of the Company is £1,500,000 divided
into 39,872,727,780 ordinary shares of 0.0025p each ('Existing Shares') of which
1,402,491,371 are currently in issue and fully paid and 20,127,272,220 Deferred
Shares all of which are in issue. It is proposed to consolidate every 500 issued
and unissued Existing Shares of 0.0025p each into one New Ordinary Share of
1.25p.
The New Ordinary Shares will replace the Existing Shares of 0.0025p each under
the Company's Articles of Association and will carry equivalent rights.
As an example, a Shareholder holding 5,000 Existing Shares will, following the
Capital Reconstruction, hold 10 New Ordinary Shares. The proportionate interests
of Shareholders will not be affected by the proposed Capital Reconstruction save
for the extent of fractional entitlements. Fractional entitlements will not be
allocated but instead aggregated and sold in the market for the benefit of the
Company. New share certificates will be posted to Shareholders in due course.
Details of the Placing
The Placing comprises the placing of 396,190 Placing Shares at the Placing Price
by the Company to raise gross proceeds of £416,000.
All Placing Shares will be issued at the Placing Price. The Placing Shares will
represent approximately 3.4 per cent. of the issued ordinary share capital of
the Company immediately after Admission.
The Placing Shares allotted pursuant to the Placing will, following allotment,
rank pari passu in all respects with the Ordinary Shares and will have the right
to receive all dividends and other distributions thereafter declared, made or
paid in respect of the issued ordinary share capital of the Company.
Use of Placing Proceeds
The Directors intend that the proceeds of the Placing will be used to:
- part finance the Acquisitions;
- provide further working capital for the Group; and
- fund the costs incurred in connection with the Acquisitions, Placing and
Admission.
Lock-in Agreements
On Admission the Directors, Proposed Directors and the vendors under each of the
Acquisitions will be interested in an aggregate of 8,782,810 New Ordinary Shares
representing 75.4 per cent. of the enlarged share capital on Admission. In
accordance with Rule 7 of the AIM Rules for Companies, the Directors, Proposed
Directors and the vendors under each of the Acquisitions have each undertaken
not to dispose of any interests in Ordinary Shares (except in certain limited
circumstances) for a period of 12 months from Admission.
TMO Renewables Limited ('TMO')
In January 2007, the Company invested £500,000 in TMO, a company that has
developed a method for producing ethanol from almost any type of biomass or
biowaste, by way of a subscription for TMO shares. On 21 January 2008, the
Company sold 141,182 shares in TMO at £1 per share and on 14 and 16 April 2008
sold a further 372,500 shares in total at £1 per share. The proceeds of the
sales were used for general working capital purposes. The Company currently
holds 205,818 shares in TMO.
ACQUISITION AND PLACING STATISTICS
Placing Price £1.05
Number of Existing Shares in issue prior to the Acquisitions
and Placing 1,402,491,371
Equivalent number of New Ordinary Shares following the Capital
Reconstruction 2,804,982
Number of Consideration Shares issued pursuant to the
Acquisitions 8,443,407
Number of Placing Shares being placed by or on behalf of the
Company 396,190
Number of New Ordinary Shares in issue immediately following
Admission 11,644,579
Market capitalisation of the Company at the Placing Price on £12.23
Admission million
New Ordinary Shares' International Security Identification GB00B2QXYZ99
Number (ISIN)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2008
Publication date of the Admission Document 24 April
Latest time and date for receipt of Forms of Proxy for the General 9.00am on 17
Meeting May
Date of General Meeting 9.00am on 19
May
Completion of the Acquisitions 19 May
Dealings commence in the Enlarged Share Capital on AIM 8.00am on 20
May
Expected date of delivery of Placing Shares and Consideration 27 May
Shares (where applicable) into CREST accounts
Each of the dates in the above timetable is subject to change. References to
times are London times.
This information is provided by RNS
The company news service from the London Stock Exchange