Proposed Restructuring

RNS Number : 0887C

Gas Turbine Efficiency PLC

01 March 2011

 

1 March 2011

Gas Turbine Efficiency PLC

("GTE" or the "Company")

Proposed Restructuring

On 15 February 2011, the Company announced that it had reached a non-binding agreement with its principal Loan Note Holders on the restructuring of its outstanding loan notes by converting them into equity. The Company also announced that a resolution would be put to Ordinary Shareholders to approve (if considered appropriate) the cancellation of the admission and trading of the Ordinary Shares to AIM and re-registration of GTE from a public limited company to a private limited company.

The Board of GTE today announces that it has entered into the Restructuring Agreement with its principal Loan Note Holders, which provides conditional upon, amongst other things, the approval by shareholders of the Resolutions, for the cancellation of the Loan Notes in consideration for the issue of Preference Shares.

Highlights

·     Cancellation of Loan Notes of approximately US$18,500,000 of principal and accrued but unpaid interest and the issue of up to 18,500,000 Preference Shares of US$1.00 each in the capital of the Company

·     Restructuring to create a strengthened balance sheet, which the Board believes will enable the Company to continue to explore strategic options including a sale of the Group while continuing to develop its business and operation

·     Preference Shares to initially have a liquidation preference of US$1.61 (within the first 6 months) payable in priority to any other class of share in the Company on certain exit events

·     Preference Shares to be convertible into Ordinary Shares at any time applying a conversion price US$0.0966 (which shall reduce every 6 months by US$0.00805 subject to a floor price of the US$ equivalent £0.002 at the time of conversion being the nominal value of the Ordinary Shares)

·     Holders of Preference Shares to be able to vote each Preference Share on an as converted basis

A circular is being posted to shareholders today setting out, amongst other things, the reasons for the Restructuring and the reasons why the Directors consider this to be in the best interests of the Company, and its stakeholders as a whole, and why they are unanimously recommending that shareholders vote in favour of the resolutions to be proposed at the General Meeting. 

Included with the circular will be the Notice of General Meeting to held on 18 March 2011 at 11.00 am at the offices of Bird & Bird LLP, 15 Fetter Lane, London EC4A 1JP.  A copy of the circular is available on the Company's website www.gtefficiency.com.

For further information:

Gas Turbine Efficiency plc

John Grant (Executive Chairman)

[phone]

Steven Zwolinski (Chief Executive Officer)

[phone]

 
Matrix Corporate Capital LLP
Nick Ellis / Stephen Mischler
 [phone]
 
Financial Dynamics
Nina Delangle
[phone]

The following text has been extracted from the circular being sent to shareholders today. It is recommended that shareholders read the whole circular before deciding what action to take. Your attention is drawn to the letter from the Chairman of the Company which contains a recommendation that you vote in favour of all the resolutions to be put to the General Meeting.

1.   REASONS FOR THE RESTRUCTURING

In late 2009, the Group's operational cash flow had been adversely impacted by a reduction in sales in its aviation business, combined with the effects of a weak US summer power generation market. To address the resulting cash shortfall Company entered into discussions with a number of its major shareholders. This resulted in certain shareholders and senior management of the Company subscribing for US$10 million Loan Notes which it was intended would be short term financing.

In the first half of 2010, GTE actively explored alternative ways to raise equity finance to repay the Loan Notes and to put the Group on a firmer financial footing. This lead to dialogue with potential strategic investors. By the summer of 2010, although no transaction had completed, discussions were ongoing and the Loan Note Holders advanced further tranches of US$8.1 million Loan Notes to fund the Company's ongoing working capital and development programmes. This enabled GTE to continue to pursue alternative strategies, including discussions with a strategic investor and negotiations regarding the potential sale of its aviation business. As announced on 18 October 2010, the discussions with the potential investor terminated with the investor deciding not to invest in GTE at that time.

The sale of the Company's aviation business was announced on 31 December 2010 and completed on 18 January 2011. Given the delay in receiving funds from the sale, the Group required additional short-term working capital. Generation and Zouk, two of the existing Loan Note Holders, advanced a further US$5,000,000 to the Company which the Company repaid following the sale of the aviation business.

Under the terms of the original loan note financing, GTE was required to apply the proceeds from the sale of the aviation business in repayment of the Loan Notes. Since no equity financing or strategic investment had been completed, this would have put the Group under significant cash flow stress and so the Loan Note Holders agreed that the Company could retain the proceeds of sale in a blocked account, in consideration for which, amongst other things, certain amendments were made to the terms of the other Loan Notes. These amendments included agreeing a recapitalisation or restructuring of the Loan Notes into equity by 15 March 2011, failing which the Loan Notes would become due and payable. In addition, the Loan Note Holders agreed to defer interest due on the Loan Notes on 31 December 2010, and, as part of the Restructuring, have agreed to defer the interest due on the Loan Notes on 31 March 2011.

At the end of 2010 and into early 2011, the Board engaged in extensive discussions with the Loan Note Holders with the aim of allowing the proceeds of the sale of the aviation business to be retained in the Company, and converting the Loan Notes into equity, to provide the Company with a more appropriate equity capital base. As announced on 15 February 2011, a non-binding term sheet relating to a restructuring was entered into by the Company and the holders of the majority of the outstanding Loan Notes. On 28 February 2011, the Company entered into the Restructuring Agreement with certain Loan Note Holders which, subject to certain conditions, including Ordinary Shareholder approval, will effect the Restructuring detailed in this document. To enable the Restructuring to be implemented, the Loan Note Holders have agreed to extend the repayment date of the Loan Notes from 15 March 2011 to the earlier of 21 April 2011 or, if the Resolutions are not passed at the General Meeting, the Business Day following the General Meeting.

If the Restructuring does not complete, the Loan Notes will become due and payable in accordance with their terms. The Company will not have sufficient cash resources to repay the Loan Notes and therefore would have to address solvency issues, which would likely lead to the Company being placed into insolvent liquidation.

If the proposed Restructuring is completed, the Loan Notes will no longer become due and payable on 21 April 2011 but will be converted into Preference Shares, the terms of which are described below. The Board believes that the proposed transaction will address the Company's objectives of:

·     retaining the proceeds of the sale of the aviation business in the Company to provide it with sufficient cash resources;

·     eliminating the Loan Notes and the associated security arrangements, thereby enabling the Company to pursue customary arrangements to finance working capital; and

·     providing the Company with an appropriate capital structure to support its planned growth.

On this basis, with a strengthened balance sheet, the Board believes the Company will be able to continue to explore strategic options including a sale of the Group while continuing to develop its business and operations.

2.   SUMMARY TERMS OF THE RESTRUCTURING

The Company has today entered into the Restructuring Agreement with Generation, Zouk, the Norsemen and Afikim (being its principal Loan Note Holders).

The Restructuring Agreement is subject to certain conditions, which include, amongst other things, the cancellation of the admission of the Ordinary Shares to trading on AIM, the re-registration of GTE from a public to a private limited company and no material adverse change occurring. If the conditions are met, the Loan Notes will be cancelled and the Loan Note Holders will be issued with Preference Shares, applying a one to one conversion rate, so that each Loan Note Holder will be issued with one Preference Share for every US$1.00 of outstanding Loan Note.

The Loan Note Holders will between them hold approximately 18.45 million Preference Shares. When combined with the Ordinary Shares currently held by them, the Loan Note Holders will, between them, initially have approximately 79.4 per cent. (of which approximately 65.2 per cent. is represented by Preference Shares) of the voting rights in the Company. Generation will hold Preference Shares which will initially represent approximately 51.0 per cent.; Zouk will hold Preference Shares which will initially represent approximately 7.3 per cent.; and the Norsemen between them will hold Preference Shares which will initially represent approximately 4.8 per cent., in each case of the voting rights in the Company.

The Company announced on 31 December 2010 that one of its investors had defaulted on part of its commitment under the Loan Notes (specifically the C Loan Notes), totalling US$1,875,000. The Company has now agreed a settlement with the defaulting investor.

Rights attaching to the Preference Shares

If the Restructuring is approved, the Preference Shares to be issued by the Company will be denominated as US$1.00 each (rather than £1.00 each as previously announced) and will have the rights summarised below.

Liquidation Preference

On any: (i) return of capital (including a redemption of the Preference Shares (see below)); (ii) share sale (which results in the holders of 66.6 per cent. or more of the Ordinary Shares selling their shares in the Company); (iii) disposal by the Group of any business or assets; (iv) issue of new shares resulting in a change of control; (v) listing or (vi) liquidation or winding up of the Company (each an "Exit Event"), the holders of Preference Shares will be entitled to the net proceeds available in preference to the Ordinary Shareholders.

On an Exit Event, the Preference Shares will initially have a 1.61x liquidation preference so that the holders of Preference Shares will receive (in priority to holders of any other class of shares) a return of US$1.61 for every Preference Share held. If there has been no Exit Event prior to the date falling six months after the Date of Adoption, the liquidation preference on each Preference Share will increase to 1.86x on the date which is 6 months after the Date of Adoption. Thereafter, the liquidation preference on each Preference Share will increase by a further 0.31x on the first anniversary of the Date of Adoption, on the date which is eighteen months after the Date of Adoption and the two year anniversary of the Date of Adoption so that, if there has been no Exit Event within two years of the Date of Adoption, the Preference Shares will receive (in priority to holders of any other class of shares) a return of US$2.79 for every Preference Share held. Every six months after the second anniversary of the

Date of Adoption, the liquidation preference on each Preference Share will increase by a further 0.06x.

On any Exit Event (within the first six months from the Date of Adoption) the holders of the Preference Shares will initially retain approximately the first US$29.7 million of proceeds following which the Ordinary Shareholders shall receive the balance of the proceeds (net of expenses and any sums payable pursuant to the employee retention scheme, described in section 4 under the heading "Share Incentive Plans"). Ordinary Shareholders should note that, should such Exit Event realise net proceeds below this figure, the holders of Ordinary Shares will receive nothing, with all net proceeds going to satisfy the liquidation preference on the Preference Shares,; however, on any Exit Event realising net proceeds above this figure (within the first six months from the Date of Adoption) the holders of Ordinary Shares would receive some return on their Ordinary Shares. There can be no guarantee that an Exit Event will be achieved within the first six months from the Date of Adoption, or at all.

If a holder of any Preference Shares wishes to sell the legal or beneficial interest in such shares at a price higher than the liquidation preference would entitle them to receive on an Exit Event, no such sale shall take place without the prior consent of the Independent Director. The Independent Director intends to ensure that any excess over the liquidation preference will be used for the benefit of the Ordinary Shareholders and the Company.

Redemption

The Company will have the ability to redeem all or some of the Preference Shares (unless they have been converted into Ordinary Shares (see below)) at any time, if it elects to do so. The amount payable on redemption shall be the liquidation preference.

Conversion

The Preference Shares will be convertible into Ordinary Shares at any time by any holder of Preference Shares in respect of all or part of their holding. Furthermore, the Majority Investors will also have the ability to convert all outstanding Preference Shares into Ordinary Shares at any time. The Preference Shares will initially be convertible at a conversion price of US$0.0966 per share, such conversion price to reduce by US$0.00805 every six months from the Date of Adoption (subject to a floor price of the US$ equivalent of £0.002 at the time of conversion, being the nominal value of the Ordinary Shares).

Dividends and distributions

The Preference Shares are not entitled to any preferential or fixed dividend, but have a right to share in the company's profits upon any distribution once converted, pari passu with the other Ordinary Shares.

Voting and other rights:

The holders of Preference Shares will be entitled to receive notice of and attend general meetings of the Company and holders of Preference Shares will be entitled to vote each Preference Share on an "as converted" basis.

The Preference Shares will be freely transferable subject to a right of first refusal on any transfer to other holders of Preference Shares. Holders of Preference Shares will also have a right of first refusal on any new issue of debt securities or shares by the Company (whether for cash or not) after the Date of Adoption.

The holders of Preference Shares will also have the benefit of full ratchet anti-dilution protection which, subject to certain carveouts, will provide for the conversion price at which Preference Shares are convertible into Ordinary Shares to be reduced if the Company were to issue any shares after the Date of Adoption for a sale price per share that is less than the then conversion price at which Preference Shares are convertible into Ordinary Shares.

The terms of the Restructuring also provide for certain drag rights if more than 50 per cent. of the Preference Shares are (subject to limitations relating to the sale price of such shares) the purchaser may require the other holders of Preference Shares to sell their Preference Shares to it; and if 66.66 per cent. or more of the Ordinary Shares are sold (an "Ordinary Share Sale"), the purchaser will be required to buy all of the Ordinary Shares held by the remaining Ordinary Shareholders and all of the Preference Shares.

On an Ordinary Share Sale, the amount payable to each Ordinary Shareholder will be determined by reference to the liquidation preference.

Shareholders' Agreement

Following completion of the Restructuring, the Loan Note Holders will, between them initially have, 79.4 per cent. of voting rights in the Company. The Company, Generation, Zouk and the Norsemen, together with John Mapplebeck as the Independent Director, have therefore conditionally entered into the Shareholders' Agreement to govern the ongoing relationship of those parties.

The Shareholders'' Agreement provides, amongst other things, veto rights for the Majority Investors over certain reserved matters which include: (i) the issue of any shares or debt securities; (ii) the variation of the share capital (including any reduction of capital, subdivision or consolidation); (iii) declaration or payment of dividends; (iv) changes to the business of the Group or closure of any business; (v) certain acquisitions or disposals, (vi) changes to material contracts or licences; (vii) the sale of any Group company or the entry into any partnerships or joint ventures; (viii) the commencement or settlement of any litigation; (ix) the making of any loans or granting of security; (x) incurring any expenditure not budgeted for; (xi) appointment and removal of directors, senior managers and determination of their respective remuneration; and (xii) the granting of any options or warrants over shares.

Warrants

As a condition of the Restructuring, the Company has also agreed that the exercise price of the Warrants will be reset to £0.002 per Ordinary Share.

Reasons why Ordinary Shareholders should consider voting for the Resolutions

The Resolutions, which are required for the Restructuring to take place, will enable the Company to achieve its objective to improve its financial position and capital structure, as outlined above under "Reasons for the Restructuring". If the Resolutions are passed, the Company will be able to retain the cash from the sale of the aviation business, eliminate the security given in favour of the Loan Note Holders and establish a more appropriate capital structure to support its planned growth. If the Restructuring is completed, the Board believes the Company will be able to continue to explore strategic options including a sale of the Group while continuing to develop its business and operations, with the objective of achieving value for all shareholders.

The Loan Notes were repayable by the Company on 15 March 2011; however, the Loan Notes Holders have agreed to extend the repayment date to 21 April 2011 (or, if the Resolutions are not passed, one business day after the date of the General Meeting). If the Restructuring does not occur for any reason, the Loan Notes will become immediately due and repayable on the relevant date. In such circumstances the Company would not have sufficient cash to repay the Loan Notes and would be required to address solvency issues, which would likely lead to placing the Company into insolvent liquidation.

3.   DELISTING

Background and reasons for Delisting

The Delisting of the Company is a condition of the Restructuring. The Directors believe that the Company will not benefit from its continued admission to trading on AIM for the reasons listed below and have therefore concluded it is appropriate that a resolution should be put to Ordinary Shareholders to approve a Delisting:

·     the primary purpose for seeking a listing on AIM in the first place was to enable access to capital markets, something which the Directors believe a continued listing on AIM is no longer able to provide;

·     there is a lack of liquidity in the Ordinary Shares of the Company;

·     the ability to secure new equity participation is significantly undermined by the low share price;

·     the AIM Rules require a company to obtain shareholder approval for disposals that exceed 75 per cent. and acquisitions that exceed 100 per cent. of any of the AIM Rules class tests. For a company with a small market capitalisation, like GTE, this means there is the additional burden and cost of publishing a circular and obtaining shareholder approval before a transaction that exceeds these thresholds can be completed;

·     the costs associated with maintaining a listing on AIM are now disproportionate to the value provided by the listing; the Directors expect the Delisting to result in approximately US$1 million of cost savings per annum;

·     the management time involved in adhering to the AIM Rules, for example the preparation of announcements, is disproportionate to the benefit to the Company; the Delisting would allow management to increase their focus on the business with reduced regulatory, reporting and filing requirements;

·     the AIM Rules require the Company to disclose information which, in the opinion of the Directors, is commercially sensitive and can be accessed by competitors and customers, which the Directors believe is damaging to the development of the business; and

·     the Directors believe that Ordinary Shareholders find it difficult to trade their shares even though they are listed on AIM and the Directors believe that the "matched bargain facility" (described below under the heading "Transactions in Ordinary Shares following Delisting") that they intend to put in place will be a suitable trading mechanism for the Ordinary Shares in the future.

The Delisting

In accordance with Rule 41 of the AIM Rules, the Company notified the London Stock Exchange on 15 February 2011 of the proposed Delisting, although this is conditional upon the consent of not less than 75 per cent. of votes cast by Ordinary Shareholders at the General Meeting voting in favour of the relevant Resolution.

Consequently, the Company is convening a General Meeting to be held on 18 March 2011, amongst other matters, to seek the requisite Ordinary Shareholder approval for the Delisting.  Should Resolution 4 be passed, it is expected that the Delisting will become effective from 7.00 am on 18 April 2011.

Risks associated with the Delisting

The Directors highlight to Ordinary Shareholders that there are certain risks and effects associated with the Company no longer retaining its listed company status. These include without limitation the following:

Lack of a trading platform

As an unlisted company, there will no longer be a formal market mechanism for Ordinary Shareholders to trade in the Ordinary Shares, such that it may be more difficult for holders to realise their interests compared to companies listed on AIM (however, see the matched bargain facility proposed to be implemented by the Company described below under the heading "Transactions in Ordinary Shares following Delisting").

Corporate governance and regulation

As an unlisted company, the levels of transparency and corporate governance may not be as stringent as a listed company and the AIM Rules would no longer apply. GTE will have the Independent Director and will retain non-executive directors following the Delisting, so there will continue to be some limited independent representation on the Board (see below "Composition of the Board following the Restructuring and Delisting").

Retention and incentivisation of employees

Certain present or prospective employees may be unwilling to work for an unlisted company. At this time, no employee has indicated his intention to resign in the event that the Company is delisted. The loss of key employees or an inability to attract employees in the future could act as a restraint on the development of the Company's business.

Commercial risks

Certain existing or prospective customers and suppliers may be unwilling to trade or continue to trade with the Company on terms to which the Company has become accustomed in the event that the Company is delisted. At this time, no customers or suppliers have indicated an intention to cease trading with GTE or to seek to trade on different terms in the event that the Company is delisted.

The above risks are non-exhaustive and Ordinary Shareholders should seek their own independent advice when assessing the likely impact of the Delisting on them.

Transactions in Ordinary Shares following Delisting

The Company intends, as soon as practicable following the Delisting, to facilitate a dealing arrangement to enable Ordinary Shareholders to trade their Ordinary Shares. The Company intends to make available a new matched bargain service. Under this facility, Ordinary Shareholders or persons wishing to acquire Ordinary Shares will be able to leave an indication that they are prepared to buy or sell at an agreed price. In the event that the order can be matched with an opposite sell or buy instruction, both parties would be contacted and then the order effected. Once the facility has been finalised, details will be made available to Ordinary Shareholders via the Company's website: www.gtefficiency.com.

Share Incentive Plans

Outstanding awards under the Company's existing incentive plans will not be affected by the Restructuring or Delisting although, as of the date of this document, all such plans (save in respect of those issued under the Company's restricted share plan) are currently "out of the money", such that their exercise price considerably exceeds their respective value.

Accordingly, as part of the Restructuring the Company has agreed with Generation, Zouk and the Norsemen (who will, following the Restructuring, be the Majority Investors) the terms of an employee retention pool pursuant to which certain key employees will be eligible to receive cash bonuses payable on a sale of the Company. The amount of such bonuses will be linked to the price at which the Company is sold and will be deducted from the sale proceeds, after distribution to the holders of the Preference Shares (in accordance with their liquidation preference) and the balance (if any) to the Ordinary Shareholders. The minimum aggregate bonus payable under the retention pool is up to US$600,000 on any sale up to US$30 million and a maximum of US$2.7 million on any sale for US$60 million or more.

4.   RE-REGISTRATION

The Re-registration is conditional upon the approval of the Ordinary Shareholders as well as the consummation of the Restructuring and Delisting. Subject to the foregoing, if the Re-registration is approved by the Ordinary Shareholders the Company will re-register as a private limited company.

The Re-registration of the Company is a condition to the Restructuring. The Directors believe, however, that following the Delisting the Company will not benefit from being a public limited company. In particular, the Directors believe that management time spent in complying with the more significant public company disclosure obligations would be disproportionate to the benefits of remaining a public limited company.

The Takeover Panel has confirmed that the Takeover Code does not apply to GTE, which means in the event that there was an offer to acquire the Company the Ordinary Shareholders would not have the benefit of the protections afforded by the Code. Accordingly, the loss of protection offered by the Code on a re-registration from a public to a private limited company is not relevant in the case of GTE and the Re-registration.

If the Re-registration is approved by the Ordinary Shareholders in the General Meeting, it is expected that the Re-registration will become effective by no later than 18 April 2011.

5.   COMPOSITION OF THE BOARD FOLLOWING THE RESTRUCTURING AND DELISTING

Following the Restructuring and Delisting each of Generation, Zouk and the Norsemen will be entitled to appoint and remove a director of the Company provided they each continue to hold at least five per cent. of the voting rights of the Company on an "as converted" basis. On completion of the Restructuring and Delisting, Otto Lagarhus will step down from the Board and will cease to be involved with the Company.

At completion of the Restructuring, the Board will consist of John Grant (who will revert to Non- Executive Chairman), Steven Zwolinski (Chief Executive Officer), Harry Zike (Chief Financial Officer), Vince Colistra (as non-executive Chief Restructuring Officer), John Mapplebeck (as a non-executive director and as the Independent Director), together with Frederik W. Mowinckel (who will be appointed by the Norsemen) and an as yet unidentified person (who will be appointed by Zouk). Generation will not take up its right to appoint a director to the Board on completion of the Restructuring, but may elect to do so at a future date.

Furthermore, following completion of the Restructuring each of Generation and Zouk will have a right to appoint one person to the Board as an observer who will be entitled to speak at any meetings of the Board, but will have no vote and no authority to bind the Company.

None of Generation, Zouk or the Norsemen will be entitled to vote on any resolution to appoint or remove as a director the Independent Director.

6.   Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Afikim"	Afikim Investments Limited
"AIM"	the market of that name, operated by the London Stock Exchange
"AIM Rules"	the 'AIM Rules for Companies' published by the London Stock Exchange
"Board"	the board of directors of the Company from time to time
"Company" or "GTE"	Gas Turbine Efficiency plc
"Date of Adoption"	18 April 2011, the date on which the New Articles (if approved by the Ordinary Shareholders) will be adopted by the Company
"Delisting"	the cancellation of admission to trading on AIM of the Ordinary Shares
"Directors"	the directors of the Company as at the date of this announcement
"General Meeting"	the general meeting of the Company, to be held at the offices of Bird & Bird LLP, 15 Fetter Lane, London EC4A 1JP at 11.00 am on 18 March 2011
"Generation"	Generation IM Climate Solutions Fund, LLP
"Group"	together the Company and its subsidiary undertakings
"Independent Director"	means a director of the Company following the Restructuring who has been appointed in accordance with the New Articles; the first Independent Director shall be John Mapplebeck
"Loan Notes"	the US$18,449,025.70 of secured loan notes of the Company outstanding at the expected date that the Restructuring will complete (18 April 2011) (made up of US$17,800,000 principal and US$649,027.70 accrued interest (net of withholding tax): if the Restructuring does not complete on 18 April 2011, this increases by US$4,341.30 of net interest per day)
"Loan Note Holders"	holders for the time being of Loan Notes
"London Stock Exchange"	London Stock Exchange plc
"Majority Investors"	holders representing 70 per cent. or more of the Preference Shares
"New Articles"	the articles of association of the Company proposed to be adopted at the General Meeting
"Norsemen"	a group of Loan Note Holders made up of Mowinckel Management AS, Åge Westbø AS and Bergensis Investments Limited
"Ordinary Shareholders"	holders of Ordinary Shares from time to time
"Ordinary Shares"	the ordinary shares of 0.2 pence each in the share capital of the Company
"Preference Shares"	the convertible redeemable preference shares of US$1.00 each in the capital of the Company having the rights and restrictions set out in the New Articles to be issued to the Loan Note Holders on conversion of the Loan Notes
"Resolutions"	the resolutions referred to in the notice of the General Meeting
"Restructuring"	the cancellation of the Loan Notes in consideration for the issue of Preference Shares in accordance with, and subject to the conditions set out in, the Restructuring Agreement
"Restructuring Agreement"	the conditional restructuring and settlement agreement entered into between, amongst others, the Company, Gas Turbine Efficiency, Inc., Generation, Zouk, the Norsemen and Afikim (being Loan Note Holders, who between them hold more than 98.3 per cent. of the Loan Notes), providing for the cancellation of the Loan Notes in consideration for the issue of Preference Shares
"Re-registration"	the re-registration of GTE from a public limited company to a private limited company
"Shareholders' Agreement"	the conditional shareholders' agreement entered into between the Company, John Mapplebeck (as the Independent Director) and Generation, Zouk and the Norsemen, (being Loan Note Holders who between them hold more than 96.7 per cent. of the Loan Notes) governing the ongoing relationship between them following completion of the Restructuring and Delisting
"Takeover Code" or "Code"	the City Code on Takeovers and Mergers
"Takeover Panel"	the Panel on Takeovers and Mergers
"Warrants"	the A, B and C warrants to subscribe at the price of 10 pence per Ordinary Share for an aggregate of 33,312,500 Ordinary Shares
"Zouk"	Cleantech Europe I (A) LP and Cleantech Europe I (B) LP, being funds managed by Zouk Ventures Limited

 

END

 

 

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