Camco to acquire ESD

Camco International Ltd
02 April 2007


2 April 2007


                     Camco International Limited ('Camco')

                   Creating a World Leader in Climate Change


Camco today announces that it is in advanced discussions to acquire all of the
operating subsidiaries of Energy for Sustainable Development ('ESD'), one of the
world's leading sustainable energy and carbon management businesses with 120
professionals operating in 8 offices across the UK, Eastern Europe, China and
Africa.

Camco believes that the combination of ESD and Camco will create a world leading
fully integrated climate change business with over 180 staff operating in 14
offices across 7 countries.

Camco and ESD have concluded negotiations for the acquisition of ESD Ltd (the
advisory and consulting business) and ESD Ventures Ltd (the new business
ventures and project development arm of ESD) which would involve an initial
payment of £10 million in a mixture of cash and ordinary shares of €0.01 each
('Shares') issued at 60p per Share. The cash component will not exceed £3.3
million with the balance to be paid in newly issued ordinary shares upon
completion of the deal. Additional consideration up to a maximum of £10 million
in new Camco Shares may become payable in 2011 if certain profit based
milestones related to ESD Ventures are achieved. Camco expects to announce
formal completion of documentation and closure of the acquisition by the end of
April 2007.

Tudor Investment Corporation, an existing shareholder of Camco, has subscribed
for £5,107,000 represented by 8,511,666 new ordinary shares in Camco at 60p per
Share to fund the cash component of the acquisition and to provide additional
working capital to assist the further expansion of the Group.

ESD is a multiple award winning climate change business established in 1989 with
over 120 employees across the UK, Eastern Europe, Africa and China and was a
co-founder of Camco's business in carbon management. ESD has advised on over
1,000 projects for governments, NGOs and corporates and specializes in policy,
business strategy, market development, local planning, carbon management, low
carbon buildings, sustainable energy and technology development. ESD's clients
and partners include some of the world's leading organisations such as the World
Bank, the UN, Shell, BP, Lafarge and BMW.

In the year to 31 December 2006, ESD Ltd achieved turnover of £5.5m and is
experiencing rapid growth in 2007 as a consequence of increasing concerns over
climate change and unprecedented demand for its services from the corporate
sector.

David Potter, Chairman said: 'When Camco floated in April 2006, the business was
focused on commercialising carbon credits from greenhouse gas reduction projects
in the developing countries of China and Russia under the Kyoto Protocol. In the
ensuing 12 months, growing concerns over climate change in developed countries
and the urgent need to reduce emissions has spawned the makings of a truly
global carbon market which is moving at a pace that could not have been
anticipated at IPO. With ESD's world class reputation, highly experienced team
and 'blue chip' corporate following, the enlarged Camco Group will be ideally
positioned to become the world's leading integrated climate change business and
be better able to exploit new opportunities such as those now emerging in the
USA.'


Management and Board Changes

Jeff Kenna(1) the co-founder and CEO of ESD and a non-executive director of
Camco, has been appointed CEO of Camco with immediate effect, succeeding Tristan
Fisher who retires as CEO and also as an executive director.

Tristan Fischer(2) said: 'It will allow Camco to grow even faster, provide early
revenues from a blue chip client base and enabling increased diversification. By
combining the skills of two best-in-class companies Camco will be able to
provide the full range of environmental and carbon services, from advising
governments, to providing environmental assessments to companies, to developing
the projects that reduce greenhouse gas emissions and create carbon credits.'

David Potter said: 'The Board welcomes Jeff to his new post as CEO of Camco. The
Camco Board and I would like to thank Tristan for his efforts and hard work in
the formative stages of Camco and for taking it through the IPO. It has been a
year of high growth, with the establishment of new operations, an acquisition in
Russia and now the acquisition of ESD. He will continue to offer his support as
an advisor to the Chairman and the Board of Camco during the ESD integration.'

Jeff Kenna said: 'This deal makes a lot of strategic sense given the rapid
developments in global carbon markets. The creation of the world's leading
integrated climate change business at a time of acute concern over global
warming is very exciting. I am delighted to be appointed CEO of an organisation
that will span all aspects of carbon management and incorporate strategic carbon
development and ventures businesses, with a fast growing advisory service backed
by leading technical experts and market professionals. There could be no better
time to offer the most comprehensive suite of products and services in the
carbon market to the world's Governments and leading corporations as they try to
respond to the myriad of challenges arising from climate change.'

Camco expects to announce full details of the transaction upon completion which
is scheduled to occur prior to the end of April.

Application has been made for the 8,511,666 new ordinary shares to be admitted
to trading on AIM, such admission expected 4th April, 2007.



For further information please contact:

Camco International Limited               [phone]
Jeff Kenna, Chief Executive Officer
Scott McGregor, Chief Financial Officer


Press

Gavin Anderson                            [phone]
Ken Cronin/Kate Hill/Janine Brewis


Nominated Advisor

KBC Peel Hunt Ltd                         [phone]
Jonathan Marren/David Anderson


About Camco (www.camco-international.com)

Camco works with companies in the developing world to identify and develop
greenhouse gas emission reduction projects, managing the entire process from
project initiation to the delivery of carbon credits for sale in the
international market. Camco is a market leader in China and Russia - two of the
largest potential markets for Carbon Credits - as well as in Eastern Europe and
Africa.

Camco has one of the largest carbon credit portfolios in the world, consisting
of 67 projects under exclusive contract with the potential to deliver over 104
million carbon credits through to 2012. Camco was voted by carbon industry
participants as the 'Best Project Developer of the Year' at the Carbon Market
Insights Conference held in Copenhagen in March 2007.


ESD (www.esd.co.uk)

ESD was established in 1989 and since then has helped to define policies and
implement projects in the mitigation of climate change and has advised and
supported some of the world's leading Government's, NGO's and private sector
enterprises. ESD provides advisory and consulting services and undertakes
project development, both for its own account and in joint venture. ESD has a
staff of over 120 people working in 8 offices across the UK, Eastern Europe and
Africa. In 2006, ESD was voted one of the Financial Times top 50 'Great Places
to Work'. Greenergy International Ltd is a minority shareholder in ESD Ltd.


ESD Ventures (ESDV) works in partnership to develop carbon reduction businesses
and projects in the UK, China and Africa. ESDV works at its own risk and takes
success fees and equity stakes in the client business. The current ESDV
portfolio includes wind farm development, biomass project development and land
use projects all of which may generate carbon credits under various mechanisms.


(1) Related Party Disclosure

Jeff Kenna, a non-executive director of Camco, is also Chief Executive Officer
of ESD. As a result, the proposed acquisition is regarded as a related party
transaction for the purposes of the AIM Rules and upon announcement that the
transaction has been entered into will require a statement from Camco's
nominated adviser that the transaction is fair and reasonable. Camco expects to
be able to announce that the transaction has been formally agreed and completed
by the end of April 2007.


(2) CEO Retirement Terms

Under his service agreement, Tristan Fischer was eligible for up to 2,597,975 
shares under the Long Term Incentive Plan. Application will be made for 700,000
new ordinary shares to be admitted to trading on AIM as part consideration for 
his employment settlement.





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