Completion of ESD acquisition
Camco International Ltd
01 May 2007
1 May 2007
Camco International Limited ('Camco')
Completion of the Acquisition of ESD
Further to the announcement of 2 April 2007, Camco today announces that it has
completed the acquisition of ESD Partners Ltd ('ESDP') and its operating
subsidiaries. Primarily, this comprises Energy for Sustainable Development
('ESD') Ltd, the advisory and consulting business, and ESD Ventures Ltd
('ESDV'), the new products and project development arm. ESD and ESDV are
internationally respected and multi-award winning 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. The enlarged group has a 20 year track record in
climate change solutions and is better positioned to exploit new opportunities
such as those emerging in North America and to innovate new products in a fast
moving market.
Camco has acquired ESDP for initial consideration of £10 million comprising £3
million in cash settled immediately and £7 million through the issue of
11,666,667 ordinary shares of €0.01 each ('Shares') issued at 60p per Share.
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 ESDV are
achieved.
In the year to 31 December 2006, ESD Ltd achieved turnover of £5.343 million,
profit before tax of £3.374 million (including an exceptional profit of £3.567
million and amounts written off investments of £0.450 million) and at that date
had net assets of £6.568 million. In the year to 31 December 2006, ESD Ventures
Ltd achieved turnover of £0.066 million, a loss before tax of £0.299 million and
at that date had net assets of £0.206 million. In the year to 31 December 2006,
ESD Partners Limited did not report any turnover, achieved a profit before tax
of £0.095 million and at that date had net assets of £0.307 million. The ESDP
year-end accounts were not prepared on a consolidated group basis.
Jeff Kenna is currently Chief Executive Officer of Camco and was formerly both a
non-Executive Director of Camco and CEO of ESD. As a result, the acquisition is
regarded as a related party transaction for the purposes of the AIM Rules. The
directors of Camco (with the exception of Jeff Kenna) consider, having consulted
with KBC Peel Hunt Ltd in its capacity as the Company's nominated adviser, that
the terms of the Acquisition are fair and reasonable insofar as the Company's
shareholders are concerned.
Jeff Kenna entered into a service agreement with Camco Services UK Limited dated
30 April 2007 governing his appointment as Chief Executive Officer. Under the
terms of the agreement, the appointment commenced with effect from 02 April
2007. The Service Agreement may be terminated by either party giving not less
than six months written notice to the other except in the case of material
breach when the agreement can be terminated immediately.
Jeff Kenna is entitled to (i) a basic salary of £132,000 per annum; (ii) a bonus
payable in or around March in each year in respect of the previous calendar
year, payment of which will be wholly dependent upon Jeff Kenna meeting certain
agreed key performance indicators relating to his own and the Group's
performance.
Application has been made for the 11,666,667 Shares to be admitted to trading on
AIM, such admission expected 8th May, 2007.
For further information please contact:
Camco International Limited +44 (0) 1534 834 600
Jeff Kenna, Chief Executive Officer
Scott McGregor, Chief Financial Officer
Press
Gavin Anderson +44 (0) 20 7554 1400
Ken Cronin/Kate Hill/Janine Brewis
Nominated Advisor
KBC Peel Hunt Ltd +44 (0) 20 7418 8900
Jonathan Marren/David Anderson
About Camco (www.camco-international.com)
Camco works with companies 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 70 projects under exclusive contract with the potential to deliver over 118
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.
This information is provided by RNS
The company news service from the London Stock Exchange