Placing and Open Offer

RNS Number : 6957K

Camco Clean Energy PLC

27 June 2014

 

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

27 June 2014

CAMCO CLEAN ENERGY PLC

("Camco" or the "Company")

PROPOSED PLACING AND OPEN OFFER

AND NOTICE OF GENERAL MEETING

Camco Clean Energy plc, (AIM: CCE), the clean energy and energy storage company, is pleased to announce a conditional Placing of 25,000,000 New Ordinary Shares at 4 pence each to raise £1.0 million before expenses by means of a placing by N+1 Singer.

In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 13,007,947 New Ordinary Shares, to raise approximately £0.5 million, on the basis of 1 New Ordinary Share for every 16 Existing Ordinary Shares held on the Record Date, at 4 pence each (the same price per Ordinary Share as the Placing). Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility.

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the Open Offer Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group.

Following the restructuring and stabilisation of the business in 2013; the signing of the REDT Battery agreement with Jabil; the continuing strong performance of the Biogas operations; and the potential for fund management related mandates in Camco Africa, the Directors believe that it is now the appropriate time to conduct the Capital Raising.

In particular the Directors expect to utilise the net funds raised from the Placing to institutional and certain individuals to support Camco's interest and operating expenditure in REDT; fund general working capital; and provide balance sheet strengthening.

The Issue Price of 4 pence per New Ordinary Share represents a 41.8 per cent. discount to the closing middle market price of 6.875 pence per Existing Ordinary Share on 26 June 2014, the last business day before this announcement.

The Placing and Open Offer are conditional, inter alia, on the passing of the Resolution by Shareholders at the General Meeting, notice of which is set out on page 69 of the Circular. If the Resolution is passed, the New Ordinary Shares will be allotted immediately after the General Meeting and Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on 16 July 2014. Should Shareholder approval not be obtained at the General Meeting, the Placing and Open Offer will not proceed. The Placing and Open Offer are not underwritten.

A circular to shareholders will be posted today, extracts of which are set out below, to provide details of, and the background to, the Capital Raising, to set out the reasons why your Board believes that the Capital Raising is in the best interests of the Company and its Shareholders and to seek your approval to the Resolution at the forthcoming General Meeting, which will be held at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX at 12 p.m. on 15 July 2014.

Copies of the Circular will be available free of charge from the Company's website (www.camcocleanenergy.com) and at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX during normal business hours on any weekday (public holidays excepted) up to and including 16 July 2014.

Definitions for all terms defined in this announcement are provided at the end of this announcement.

Scott McGregor, Chief Executive Officer at Camco said:

"Camco has three strong business units, each addressing different areas of the clean energy market, and each with clearly identifiable and immediate growth opportunities. We have made considerable progress already in 2014 and the support from our existing and new investors will provide us with additional funds to support the growth of our energy storage business, REDT, and deliver increased shareholder value as we move on from completing the turn-around."

Enquiries:

Camco Clean Energy plc                                                [phone]

Scott McGregor, Chief Executive Officer

Jonathan Marren, Chief Financial Officer

N+1 Singer (Nominated Adviser and Broker)                     [phone]

Andrew Craig

Ben Wright

Newgate Threadneedle

Caroline Forde, Josh Royston, Hilary Millar                      [phone]

CAMCO CLEAN ENERGY PLC

PROPOSED PLACING AND OPEN OFFER

AND NOTICE OF GENERAL MEETING

1      Information on Camco Clean Energy plc

Camco Clean Energy plc is a clean energy development company which combines technical and commercial expertise to finance, develop, and operate renewable energy projects and storage technology. With more than 20 years of experience and a track record throughout Asia, North America, Africa and Europe, Camco works with local developers, governments, development banks, and private investors to implement clean energy projects, policies, and technologies and reduce emissions. 

While Camco has historically been associated with the CDM Carbon business globally, the collapse of the CER price, which fell some 96% in 2012 and barely recovered in 2013, led to the Board hibernating and ultimately closing those parts of the business in 2013. As part of the re-organisation in 2013, entities which held the majority of the Group's provided and contingent liabilities in respect of these non-core activities were closed or disposed of.

In 2013 the Group also sold its entire 60.1% interest in Camco South East Asia Limited for a consideration of $6.01 million in cash, matching the book value attributed to the holding in 2012. The funds received were used to fund the acquisition of the Twin Falls Facility and for other working capital purposes to exploit the opportunities available in the remaining business units.

Following the restructuring of the business in 2013, when non-core activities were either closed or sold on to the Company's partners, the Directors have refocused the Company's core activities onto its battery technology; the operating Clean Gas business in the USA and the project development and advisory business focused on Africa.

At present the Group has some 79 employees in its operations in the UK, the USA and Africa.  The Company has its head office in Jersey.

Details of Camco's business units are set out below.

REDT Clean Energy Storage

REDT Clean Energy Storage, a joint venture in which the Company has a 49.8% economic interest, has developed a robust, reliable and low maintenance energy storage system following more than ten years of research which has been funded with approximately €3 million since 2000. The REDT battery can be used for a number of applications including increasing the reliability of renewable energy and for off grid energy solutions. Following initial deployment of units in 2013, the Directors now believe that the REDT battery can be easily integrated with a range of energy systems and comes in a range of power and storage capacities, enabling easy integration with a range of energy systems.

Key features of the renewable energy storage system are:

·      Long lasting - the system can handle up to 10,000 deep charge / discharge cycles, matching the life of a typical renewable energy system

·      Super-Efficient - the system retains charge indefinitely when shut down and can discharge down to 0% and charge up to 95% without causing degradation

·      Safe - non-flammable and non-explosive

·      Environmentally Friendly - no emissions or heavy metals

·      Low Maintenance - the systems only require annual maintenance checks, and performance can be monitored remotely

The energy storage market is forecast to be worth >$10bn by 2017, 33% ($3.3bn) of this market is expected to be provided by vanadium flow batteries¹. ⁽¹  Lux Research Inc. Reports, 2012 & 2013: "Global Grid Storage market". ")

REDT successfully proved its flow battery technology in 2012, since then has demonstrated pilot systems and is contracted to build a 1.26MWh utility storage facility on the Isle of Gigha, Scotland which is expected to be delivered in H1 2015. 

In addition on 4 June 2014 the Company announced that REDT had entered into a manufacturing agreement with Jabil pursuant to which Jabil will provide a scale manufacturing capability of the REDT Battery in the UK. Jabil contracted detailed technical due diligence, patent rights protection and market demand research on REDT's product prior to entering into the agreement.

While REDT has achieved initial sales with a 60kWh system and a 1.2MWh system being sold in 2013, the Directors believe that the association with Jabil will accelerate the sales cycle for the REDT Battery. At present the Directors believe that some 20 systems will be deployed with key customers early in 2015 with potential for another 5,000 systems to be sold in the coming three years. In addition, the Directors expect that if a material level of sales are achieved, the per KW cost to end users will decrease much quicker through this manufacturing agreement than it otherwise would, given the significant investment which would be required from REDT to manufacture and supply such a large number of batteries itself. In addition, Jabil has agreed to provide a warranty guarantee in relation to the systems deployed globally. The majority of revenue expected to be generated by REDT is through sales of units to end customers.

Under the terms of the manufacturing agreement full IP ownership and benefits are retained solely by REDT.

US Clean Energy

The US Clean Energy business currently comprises the Jerome Facility - an operating 4.5MW biogas plant, a US Carbon Business and the Twin Falls Facility - an operating 2.1MW biogas facility, which the Company acquired for $2.7 million in cash in 2013. 

The Jerome and the Twin Falls Facilities are situated on dairy farms in Idaho and house over 15,000 and 10,000 dairy cows respectively. The facilities are integral to the logistical operation of the dairies, significantly reducing the cost otherwise incurred in dealing with the vast amounts of cow manure and, crucially, facilitating compliance with stringent US environmental regulations by reducing emissions for the dairy owner. A key requirement for the facilities is to match or exceed the minimum forecast power production targets each month. This ensures that the facilities receive the full power price available each month under their power purchase agreement. Since the Company has owned and operated the facilities they have achieved this each month in 2012 and 2013, and also 2014 to date. The facilities also generate a significant number of US carbon credits eligible for the underpinned California market which will provide additional cashflow to the US business.

Africa Clean Energy

The Group's heritage can be traced back to East Africa in 1989 where it initially focused on environmental and energy projects. Today, it has an extensive presence across Africa serviced from five regional offices located in Kenya, Tanzania (2), South Africa and Togo  with 23 client focused full-time employees.

This track record and expertise, together with the Group's wider experience in clean energy, led the Group to evaluate partnership opportunities with organisations and investors within the African Renewable Energy project space. The Group has been involved in a number of significant tenders which it hopes will result in new business for the Company over the coming months. A number of these opportunities would result in significant revenues for the Camco Africa business which as well as underpinning the African business could also provide co-investment opportunities to the Group. The Company will make further updates in due course as and when appropriate.

EU ETS compliance services

The EU ETS compliance services team works with installations covered by the ETS to help them manage their regulatory position. This work consists of providing market updates and supplying the requisite number of allowances and offsets for them to meet their emissions obligations, or selling their surplus. Where possible, offsets are sourced from the Company's portfolio, from which these installations have historically been buyers. The team also manages the legacy business associated with this portfolio.

Further information on Camco Clean Energy plc can be found on the Company's website, www.camcocleanenergy.com.

2      Background to and reasons for the Capital Raising

Following the restructuring and stabilisation of the business in 2013; the signing of the REDT Battery agreement with Jabil; the continuing strong performance of the Biogas operations; and the potential for fund management related mandates in Camco Africa, the Directors believe that it is now the appropriate time to conduct the Capital Raising.

In particular the Directors expect to utilise the net funds raised from the Placing to institutional and certain individuals to:

·      support Camco's interest and operating expenditure in REDT;

·      fund general working capital; and

·      provide balance sheet strengthening.

In addition the Directors believe that it is appropriate to allow the Shareholders which have supported the Group through the restructuring to be given the opportunity to support the Group through participation in the Open Offer which is being offered at the same price as the Placing. The Open Offer is not being underwritten. Further details in relation to the Open Offer are set out in Part IV of the Circular.

3      Current Trading

The Company has today released its final results for the year ended 31 December 2013. The current trading paragraph from the Final Results is set out below:

"Camco has had has a positive start to 2014 with significant developments in each of our three core business areas. 

Our two agricultural biogas operations in the USA are both trading ahead of the Board's expectations.  We are particularly pleased with the progress made in integrating the Twin Falls facility and the increased power production over our targets set internally at the time of acquisition in late 2013. Our US Carbon business is also now starting to provide a meaningful contribution to cash flow as the credits start to be delivered and sold. 

Our energy storage business, REDT Energy, remains on track to deliver the 1.26 MWh system into Gigha in early 2015. We were also extremely pleased with the recent major step forward for this business with the signing of an outsourced manufacturing agreement with our global partner Jabil Circuit, Inc., which we believe will unlock the pent up demand we are seeing in the energy storage market and enable the business to start to deliver meaningful revenues and cash flow. 

Our Africa clean energy consulting business has also had a good start to the year and continues to work and bid on projects throughout sub-Saharan Africa. We are working hard to grow this business to deliver complementary revenue streams and have a number of prospects available to us. 

 With the opportunities available to us across our business units, the Board remains confident and excited about the future prospects of the Company."

4      Details of the Placing and Open Offer

4.1          Structure

The Directors have given consideration as to the best way to structure the proposed equity fundraising, having regard to current market conditions, the composition of the Company's Shareholder register, the level of the Company's share price and the importance of pre-emption rights to Shareholders. After considering these factors, the Directors have concluded that the structure of the fundraising by way of the Placing and Open Offer is the most suitable option available to the Company and its Shareholders as a whole. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by acquiring Open Offer Shares pro rata to their current holdings of Existing Ordinary Shares.

4.2          Principal terms of the Placing

The Company has conditionally raised £1.0 million by means of the placing of 25,000,000 New Ordinary Shares at the Issue Price to the Placees. The intended use of the monies raised is set out in paragraph 3. A General Meeting is being called to seek Shareholders' approval to grant new authorities to enable the Directors, inter alia, to complete the Placing. The Placing is conditional on (amongst other things) Admission and passing of the Resolution and has not been underwritten.

All of the Placing Shares have been placed with institutions and other investors and are not, therefore, being offered to existing Shareholders and do not form part of the Open Offer. The Placing Shares will, upon issue, rank pari passu with each other, the Existing Ordinary Shares and the Open Offer Shares in issue following the Capital Raising.

The Company has appointed N+1 Singer as its agent to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. Further terms of the Placing and Open Offer Agreement are set out in Part V of the Circular.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8 a.m. on 16 July 2014.

4.3          Principal terms of the Open Offer

Subject to the fulfilment of the conditions set out below and in Part IV of the Circular, Qualifying Shareholders are being given the opportunity to subscribe for the Open Offer Shares at a price of 4 pence per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:

1 Open Offer Share for every 16 Existing Ordinary Shares

Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility.

The Open Offer is conditional on the Placing and Open Offer Agreement becoming or being declared unconditional in all respects and not being terminated before Admission. The principal conditions to the Open Offer are the same as those that apply to the Placing.

Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of approximately £0.5 million for the Company.

The Open Offer Shares will, upon issue, rank pari passu with the Placing Shares to be issued pursuant to the Placing.

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and made available under the Excess Application Facility.

Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements.

4.4          Excess Application Facility

The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Open Offer Entitlement in full, to apply for Excess Open Offer Entitlements. Qualifying non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 5.3 of Part III of the Circular for information on how to apply for Excess Shares pursuant to the Excess Application Facility. Applications for Excess Open Offer Entitlements will be satisfied only and to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their Open Offer Entitlements. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take-up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.

Application will be made for the Open Offer Entitlements and Excess Open Offer Entitlements in respect of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 30 June 2014. Such Open Offer Entitlements and Excess Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 30 June 2014. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying non-CREST Shareholders will have received an Application Form with the Circular which sets out their entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 30 June 2014.

Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part IV of the Circular.

For Qualifying non-CREST Shareholders, completed Application Forms, accompanied by full payment, should be returned either by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so as to arrive as soon as possible and in any event so as to be received no later than 11 a.m. on 14 July 2014. For Qualifying CREST Shareholders the relevant CREST instructions must have been settled as explained in the Circular by no later than 11 a.m. on 14 July 2014.

4.5          Other information relating to the Capital Raising

The Placing and Open Offer are conditional, inter alia, upon:

(a)      the passing of the Resolution;

(b)      the Placing and Open Offer Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

(c)      Admission of the Placing Shares and Open Offer Shares becoming effective by not later than 16 July 2014 (or such later time and/or date as N+1 Singer may agree, not being later than 30 July 2014).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing and Open Offer will not proceed.

A summary of the principal terms of the Placing and Open Offer Agreement is set out in paragraph 4.1 of Part V of the Circular.

The Placing and Open Offer will result in the issue of in total 38,007,947 New Ordinary Shares assuming full take up under the Open Offer (representing, in aggregate, approximately 15.4 per cent. of the Enlarged Share Capital). The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares. No temporary documents of title will be issued.

Following the issue of the New Ordinary Shares pursuant to the Capital Raising, Qualifying Shareholders who take up their full entitlements, excluding any New Ordinary Shares acquired through the Excess Application Facility, in respect of the Open Offer will undergo a dilution of up to 10.2 per cent. to their interests in the Company because of the Placing. Qualifying Shareholders who do not take up any of their entitlements in respect of the Open Offer will experience a more substantial dilution of approximately 15.4 per cent. to their interests in the Company because of the Capital Raising.

Application will be made to the London Stock Exchange for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 16 July 2014 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 16 July 2014.

5      General Meeting

A notice convening a General Meeting of the Company, to be held at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX on 15 July 2014 at 12 p.m. is set out on page 69 of the Circular. At the General Meeting, the following Resolution will be proposed:

Resolution:-

"THAT:-

1.1 The directors be and they are hereby empowered to allot and issue equity securities as if the pre-emption provisions relating to, inter alia the allotment of shares in the Company contained in the Articles did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities up to:-

(a) a maximum number of 25,000,000 New Ordinary Shares at 4 pence each to raise £1 million before expenses by means of a placing by N+1 Singer; and

(b) an aggregate of 13,007,947 New Ordinary Shares, to raise approximately £0.5 million, on the basis of 1 New Ordinary Share for every 16 Existing Ordinary Shares held on the Record Date, at 4 pence each (the same price per Ordinary Share as the Placing). Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility.

AND THAT:-

1.2 The directors be and they are hereby empowered to issue warrants for equity securities as if the pre-emption provisions relating to, inter alia, the issue of warrants and subsequent allotment of shares in the Company contained in the Articles of the Company did not apply to any such issue or allotment provided that this power shall be limited to the issue of warrants and subsequent allotment of equity securities up to a maximum number of 2,500,000 Ordinary Shares of €0.01 each in the capital of the Company.

AND THAT:-

1.3 the resolution herein, when duly passed, is valid, effective and binding on the Company and was properly proposed by the directors of the Company, notwithstanding that the directors have not complied with Article 2.13.3 of the Articles.

AND THAT:-

1.4 the authority granted by this resolution is in substitution for all subsisting authorities conferred to the extent unused."

6      Action to be taken

6.1          General Meeting

Shareholders will find accompanying the Circular a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it either by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible and, in any event, so as to arrive no later than 12 p.m. on 11 July 2014. Completion and return of the Form of Proxy will not affect your right to attend and vote in person at the General Meeting if you so wish.

6.2          Open Offer

Qualifying non-CREST Shareholders

If you are a Qualifying non-CREST Shareholder you will have received an Application Form which gives details of your entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer (whether in respect of your Open Offer Entitlement or both your Open Offer Entitlement and any Excess Open Offer Entitlements), you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph (b) of Part III of the Circular and on the Application Form itself.

Qualifying CREST Shareholders

If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies the Circular and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of an Excluded Territory. Applications by Qualifying CREST Shareholders for Excess Open Offer Entitlements in excess of their Open Offer Entitlements should be made in accordance with the procedures set out in paragraph 5.3 of Part III of the Circular, unless you are an Overseas Shareholder in which event, applications should be made in accordance with the procedures set out in paragraph 6 of Part IV of the Circular.

The latest time for applications under the Open Offer to be received is 11 a.m. on 14 July 2014. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part III of the Circular.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Circular and the Open Offer.

7      Overseas Shareholders

Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 6 of Part IV of the Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of the Circular.

8      Additional Information

Your attention is drawn to the additional information set out in Parts II to V (inclusive) of the Circular.

9      Directors' recommendation

The Directors consider the Placing and the Open Offer and the issue of warrants to N+1 Singer to be in the best interests of the Company and its Shareholders as a whole.

Accordingly the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

EXPECTED TIMETABLE OF PRINCIPLE EVENTS

Record Date for entitlement under the Open Offer	5.30 p.m. on 26 June 2014
Announcement of the Placing and Open Offer	27 June 2014
Existing Ordinary Shares  marked 'ex' by the London Stock Exchange	27 June 2014
Posting of this Circular, Forms of Proxy and, to Qualifying non-CREST Shareholders only, the Application Forms	27 June 2014
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	30 June 2014
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 8 July 2014
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3 p.m. on 9 July 2014
Latest time and date for receipt of Forms of Proxy	12 p.m. on 10 July 2014
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)	3 p.m. on 10 July 2014
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11 a.m on 14 July 2014
Expected time and date of announcement of results of the Placing and Open Offer	8 a.m. on 15 July 2014
General Meeting	12 p.m. on 15 July 2014
Expected time of announcement of results of the General Meeting	by 4.30 p.m. on 15 July 2014
Admission effective and dealings in the Placing Shares and Open Offer Shares expected to commence on AIM	8 a.m. on 16 July 2014
Expected date for crediting of Placing Shares and Open Offer Shares in uncertificated form to CREST stock accounts	8 a.m. on 16 July 2014
Expected date of despatch of share certificates in respect of Placing Shares and Open Offer Shares in certificated form	24 July 2014

DEFINITIONS

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

Act means the Companies Act 2006 (as amended)

Admission means the admission to trading on AIM of the New Ordinary Shares to be issued pursuant to the Capital Raising taking place in accordance with the AIM Rules for Companies

AIM means the market of that name operated by the London Stock Exchange

AIM Rules for Companies means the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange

Application Form means the application form which accompanies the Circular for Qualifying non-CREST Shareholders for use in connection with the Open Offer

Articles means the existing articles of association of the Company as at the date of the Circular

Board means the board of directors of the Company from time to time

Business Day means any day (excluding Saturdays and Sundays) on which banks are open in London and Jersey for normal banking business and the London Stock Exchange is open for trading

Capital Raising means together, the Placing and Open Offer, details of which are set out in the Circular

certificated or certificated form means not in uncertificated form

Circular the circular to be dated 26 June 2014

Company or Camco means Camco Clean Energy PLC

CREST means the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations

CREST Regulations means the Uncertified Securities Regulations 2001, as amended

CREST sponsor means a CREST participant admitted to CREST as a CREST sponsor

CREST sponsored member means a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members)

Directors means the directors of the Company at the date of the Circular whose names are set out on page 2 of the Circular

Enlarged Share Capital means the issued ordinary share capital of the Company immediately following Admission

enabled for settlement means in relation to Open Offer Entitlements or Excess Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by Euroclear UK & Ireland)

Euroclear UK & Ireland or Euroclear means Euroclear UK & Ireland Limited, the operator of CREST

Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlement

Excess CREST Open Offer Entitlement means, in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular

Excess Open Offer Entitlement means an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular

Excess Shares means New Ordinary Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility

Excluded Territories means the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations

Existing Ordinary Shares means the existing issued ordinary shares of €0.01 each in the capital of the Company as at the date of the Circular

Form of Proxy means the form of proxy relating to the General Meeting being sent to Shareholders with the Circular

FCA means the Financial Conduct Authority of the United Kingdom

Final Results means the audited results for the year ended 31 December 2013

FSMA means the Financial Services and Markets Act 2000 (as amended)

General Meeting means the general meeting of the Company convened at 12 p.m. on 15 July 2014 (or any adjournment of it), notice of which is set out on page 69 of the Circular

Group means the Company and its subsidiary undertakings

Issue Price means 4 pence per New Ordinary Share

Law means the Companies (Jersey) Law 1991, as amended from time to time

London Stock Exchange means London Stock Exchange plc

New Ordinary Shares means up to 38,007,947 ordinary shares of €0.01 each in the capital of the Company to be issued pursuant to the Capital Raising

N+1 Singer means N+1 Singer of One Bartholomew Lane, London, EC2N 2AX, the Company's Nominated Adviser and Broker

Open Offer means the invitation to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms of and subject to the conditions set out or referred to in Part IV of the Circular and, where relevant, in the Application Form

Open Offer Entitlement means the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 1 Open Offer Shares for every 16 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer

Open Offer Shares means the 13,007,947 New Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer

Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom

Placees means the persons who conditionally agree to subscribe for the Placing Shares

Placing means the conditional firm placing by N+1 Singer of the Placing Shares at the Issue Price pursuant to the Placing and Open Offer Agreement, as described in Part I of the Circular

Placing and Open Offer Agreement means the agreement dated 27 June 2014 between the Company, and N+1 Singer relating to the Placing and Open Offer, details of which are set out in paragraph 5 of Part 5 of the Circular

Placing Shares means the 25,000,000 New Ordinary Shares which have been placed conditionally with investors by N+1 Singer pursuant to the Placing

Prospectus Rules means the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market

Qualifying CREST Shareholders means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in uncertificated form

Qualifying non-CREST Shareholders means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in certificated form

Qualifying Shareholders means holders of Existing Ordinary Shares on the Company's register of members at the Record Date (other than certain Overseas Shareholders)

Record Date means 5.30p.m. on 26 June 2014

REDT means the group of Companies wholly owned by and including Renewable Energy Dynamics Holdings Limited, registered in Ireland with the company number 475751.

REDT Battery means the energy storage system developed by REDT, based on a vanadium-vanadium redox couple

Receiving Agent or Computershare means Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Registrar means Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES

Resolution means the resolution set out in the notice of the General Meeting on page 69 of the Circular

Shareholders means holders of Existing Ordinary Shares

stock account means an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited

subsidiary means a subsidiary undertaking as that term is defined in the Act

uncertificated or uncertificated form means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland

USA means the United States of America

£ or Pounds means UK pounds sterling, being the lawful currency of the United Kingdom

€ or EUR mean Euros, being the lawful currency of the European Union

US Securities Act means the United States Securities Act of 1933, (as amended).

Important notice:

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares on the basis of this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website (http://www.camcocleanenergy.com).

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of the Circular) as its client in relation to the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing and Open Offer or any other matter referred to herein.

Cautionary note regarding forward looking statements:

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.

 

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