Agcert Regs Share Discussion Threads

[smcl] 23/2/2008 13:51

Where is this going?

[smcl] 21/2/2008 16:59

XL TechGroup, Inc.
("XL TechGroup" or "the Company")
XL TechGroup enters into loan note agreement with Laurus
and receives US$9.9 million cash in AgCert related transactions


XL TechGroup (AIM: XLT), the creator of companies that solve identified, global unmet market needs, advises that in order to facilitate negotiations between AgCert International plc ("AgCert") and its creditors, it has entered into a loan note agreement with Laurus Master Fund Ltd. ("Laurus") under which XL TechGroup has agreed to pay US$17.8 million plus interest to Laurus in May 2009. In return, XL TechGroup has received US$9.9 million in cash from one of AgCert's creditors. The new loan note carries a current interest rate of 10% and, consistent with previous borrowings from Laurus, is secured against the general assets of XL TechGroup.

The effect of this agreement has been to remove a matching amount of debt owed to Laurus by AgCert from the latter's balance sheet, to add US$9.9 million in cash to XL TechGroup's balance sheet (in addition to the US$11.4 million cash that the Company started 2008 with), and to leave XL TechGroup with a balancing US$7.9 million participation right from an AgCert creditor under the original debt owed by AgCert, which remains secured. XL TechGroup's previous commitment to provide a loan of up to Euro5 million to AgCert in the second quarter of 2008 no longer exists and has been replaced by the secured participation right for a similar amount.

The intent of this agreement was to simplify AgCert's relationships with its senior creditors, resulting in AgCert having only one secured creditor, thereby enabling AgCert to attempt to negotiate directly with its other creditors and customers. However, despite extensive negotiations, AgCert has been unable to reach agreement with all its creditors and customers regarding the renegotiation of contracts, and has today proposed to file a petition for examinership in Ireland. This entails a process whereby AgCert is put under the protection of the High Court in Ireland with a view to allowing a court appointed examiner to formulate and put forward for approval a scheme of arrangement with its creditors and members. The objective in petitioning for examinership is to address AgCert's obligations while maintaining an ongoing business. This action by AgCert has no impact on any XL TechGroup borrowing covenants.

John Scott, CEO of XL TechGroup, commented: "We directly involved ourselves in AgCert's negotiations with its creditors at the end of 2007, with the single aim of looking to maximise value for all of AgCert's shareholders. It is therefore disappointing that they have not yet reached an agreement with all their creditors and customers. However, there is now only one secured creditor and this gives us reason to continue to be optimistic that an AgCert business with value will be preserved, whether through the examinership process or otherwise."


Ends -
For further information: XL TechGroup Inc.
John Scott / Harold Gubnitsky Tel: [phone]


[e-mail]
Chris Munden, Director of Investor Relations Tel: [phone]
[e-mail] www.xltechgroup.com


Nomura Code Securities
Chris Collins, Corporate Finance Tel: [phone]
Richard Potts, Corporate Finance www.nomuracode.com


XL TechGroup media enquiries: Abchurch Communications
Heather Salmond / Gareth Mead Tel: [phone]
[e-mail] www.abchurch-group.com



NOTES TO EDITORS


About XL TechGroup

XL TechGroup is in the business of significant value creation. Working with major international corporate and technology partners such as Procter & Gamble and leading universities, XL TechGroup first identifies global unmet market needs and then targets and exploits these by the systematic creation of successful, disruptive technology businesses. These new companies are built from scratch, and are then managed, developed and funded by XL TechGroup through to the point of a trade sale or a stock market listing.

XL TechGroup's unique and proven methodology selects the best opportunities in order to create one-to-two new companies annually, where each company is expected to achieve a realisable valuation of at least US$400 million within four years from its creation. It is XL TechGroup's aim to deliver significant shareholder distributions at the final exit from each company or from other liquidity events.

XL TechGroup's companies to date are:


PETROALGAE LLC (WWW.PETROALGAE.COM)

TYRATECH INC. (AIM: TYR, WWW.TYRATECH.COM)

DXTECH LLC (WWW.DXTECH.COM)

QUONOVA LLC (WWW.QUONOVA.COM)

AGCERT INTERNATIONAL PLC (LSE: AGC, WWW.AGCERT.COM)
XL TechGroup has also established GenXL LLC as a joint venture to capture the value of those prospects that do not fully meet XL TechGroup's US$400 million, four year criteria but still demonstrate considerable potential worth. Over and above XL TechGroup's core business model, GenXL is reviewing a significant flow of opportunities from both XL TechGroup and GEN3 in order to generate new companies, standalone product lines and technology licensing opportunities or an appropriate mix of these.

For further information, see www.xltechgroup.com.


This information is provided by RNS
The company news service from the London Stock Exchange

[cyberpost] 21/2/2008 08:15

Statement re. Suspension




RNS Number:4517O
AgCert International PLC
21 February 2008


AGCERT INTERNATIONAL PLC

Update on negotiations and trading suspension

Further to the update to shareholders made on 03 December 2007, AgCert
International plc ("AgCert" or the "Company") today informs the market that,
despite extensive negotiations, it has not been possible to reach agreement with
all creditors and customers regarding the renegotiation of contracts. While
AgCert has over 600 installations currently producing CERs, the Company's
forward sales commitments exceed AgCert's current production capacity. Therefore
the Board proposes to file a petition for examinership in Ireland. Examinership
in Ireland entails a process whereby the Company is put under under the
protection of the High Court in Ireland with a view to allowing a court
appointed examiner to formulate and put forward for approval a scheme of
arrangement with its creditors and members. The objective in petitioning for
examinership is to address the Company's obligations while maintaining an
ongoing business.


The Company has requested suspension of its shares pending resolution of its
financial position.

Further announcements will be made in due course.

[karateboy] 14/2/2008 18:12

When share price price was around 1.2p , I tempted to buy some but I never understood the company's business model. Can somebody explain the company's business model please ?. It is hell of drop from 200p to 1 p...If the business model sorted this share has a massive recovery.

[svendid] 14/2/2008 17:41

The Tanaiste Brian Cowen, today announced the establishment of a Commission on Taxation in a top-down review of the Irish tax regime.


The Commission will also ensure that "our regulatory framework remains flexible, proportionate and up to date" and to introduce measures to further lower carbon emissions and to phase in on a revenue neutral basis appropriate fiscal measures including a carbon levy over the lifetime of the Government.

[briannewby] 13/2/2008 18:14

No - but the share price was around 70p or so i think? Do you know if an offer was actually made and refused? The RNS stated that Agcert were in "early stage negotiations" on the 9th March - and these were reported as terminated on 10th April. That timescale implies to me it might never have gone as far as a specific offer being made (even a low one)

[maxmarilli] 13/2/2008 17:22

That `s due before end q1 08,so it says on last financials results......the cost saving from reduced headcount should also show positive numbers.....with a bit of luck and especially if these people are committed and serious,hard work always pay.(They build 695 of these digesters,so the committments was there...).Let`s hope the find in china or india a supplier for these missing CERs at a cheap price...or at this price,the trading company that were agreed with could make an offer for AGC.....u never know.....Do you know at what price was the buy-out offer refused by agc, last may-june?cheers,max

[briannewby] 13/2/2008 16:54

Thanks Max - am tempted for a punt. Would also be good to get an update on their patent situation

[maxmarilli] 13/2/2008 16:41

Brian,you highlighted the main points that worry all of us.Only the company will explain(hopefully,soon)what were the causes and the possible steps to sort them out.untill then it is a matter of buy on faith that things will be sorted out and eventually share price will recover between 3 to 10p,or sell and get out.I`m choosing the first one because i think things will be sorted out and share price will be better than now.Many business go trough a bad situation,that doesn`t mean they all fold....the assets are there so is some cash.if diluition comes i don`t think it will be below 1p!Take care,max.

[briannewby] 13/2/2008 16:26

I'd still like to know what went wrong with the negotiations for the extra up to 4.2M credits to meet the shortfall? The company statements on 29/07 were very bullish - and IMO would not have been put out unless the company were confident of successful closure with a third party.

Also - the debt renegotiation:

"AgCert has entered into an agreement that has the effect of increasing by US$7
million, and rescheduling its outstanding indebtedness with Laurus Master Fund,
making the whole of the indebtedness convertible into equity at a premium to the
current share price, extending the due date from May 2008 to half in March and
half in May 2009, contingent upon shareholder approval, finalisation of the
transaction with the Trading counterparty among other things."

As the transaction with the trading counterparty was not finalised, does the due date still stand at May 2008?

The interims show a half yearly loss of 13.4M Euro, and a cash balance of 27.7M Euro. Ok so the restructuring costs were yet to filter through, and this should reduce cash burn - but a worst case of annualising the loss leaves approx12M Euro end of Feb.

My main concern is the uncertainty wrt the liabilities for 2008 delivery. The company is priced to go bust, and is not in a strong position re; negotiations to meet its obligations. I'd like to try and get my head around what we're looking at if it survives - dilution seems inevitable.

Cheers,

Brian

[maxmarilli] 13/2/2008 15:22

I agree with you,totally.Some of the management should go.....That could also come in the next news or so,but do you agree that this share price is too low for the potential this co has?Any co can go bust,but if the market is there many vultures will appear....

[smcl] 13/2/2008 15:07

Max, all due respect and we all hope you are right - but it is necessary to keep a balanced viewpoint. How did they get themselves into such a stupid poistion with the potential that is there for this carbon business? Maybe replace some of the management perhaps for a start.

All the best

sm

[maxmarilli] 13/2/2008 13:19

Some timid buying start to appear....(all on plus maket,agc.gb ticker)We are due some news so,i expect we will receive an update shortly from the co.Last year came approx last week of feb.This is a serious company with an immense market developing,in trading and production.Every year production was higher so i expect an improvement in production for this year,too.The fail commitment to deliver CERs has done somme damage at the sp,but it could rebounce as big as fallen,just with an agreement re-negotiated.remember last year about the offer to buy the whole company?Now it`s very cheap to buy.....i think predators in new developing CER`s market,will look close,now.....finally,I did add more today.Good luck to all,max.

[briannewby] 12/2/2008 09:30

brownan - 11 Feb'08 - 08:52 - 572 of 574

With current spot carbon price around 20 Euros, this could mean a current liability of E 60m? Does anyone have any ideas of what penalty clauses may be invoked for non-delivery?

[maxmarilli] 12/2/2008 08:22

Keep an eye on this...we are due some update,very soon...

[maxmarilli] 11/2/2008 17:27

The company raised money last may,so there should be left some....the credits were rising lately,so i expect the company not to fold,but to show a better production and with new markets joining like china and india,the trading will be stronger(imho).That is why i`m adding at this moment and will carry on at this very low prices.Two small sells and mms scared everyone by marking down wildly the price.....i think we are due some positive surprises.....take care,max.

[brownan] 11/2/2008 08:52

I have tried to get a feel for the position regarding the shortfall in commitments. Looking through recent releases I have ascertained the following.

2008 Obligations = 7.2m credits

2008 Production 1.4m, agency 2.4m, latest award of credits 245k
Total 4m credits

This leaves agcert 3m credits short, which is by anyone's reckoning a substantial proportion of their business. With the negotiations for an additional 4.2m credits ending without success, this is a little worrying.

That said this is a worthwhile business in an area which will see substantial growth in coming years. Let's hope they can work their way through it

Does anyone have a feel for the current cash position, and how long before they have to reach resolution before it runs out?

AB

[maxmarilli] 06/2/2008 23:28

it did....280k on plus market.......put agc.gb on your advfn portfolio....

[smelgy] 06/2/2008 23:23

...........maxmarilli - why didn't your buy show up today then?

[maxmarilli] 06/2/2008 22:29

Tony,it is a month old news....but still agcert gets the credits...at 15 euros each when new market start trading them in march/april agcert will get closer to satisfy that agreement that was breached....agcert is present in china,usa and india,so any news could come from one or more of this countries.....I don`t think agcert is dead at all.....the market is pricing the bust situation,just when the true turnaround could come.....that is why i`m accumulating....if i`m right i will be laughing for a long time....buy,if u can,especially at 0.738!toal shares in issues 168 mill,20£ mill cash was at september07.nearly 700 digesters in farms they should produce a good numbers of certs.....(each digester costs 100.000 euros to install and that is were a lot of money went).MMs took few millions lately,i wonder why..and i bet if a decent size buy will come,they will rise the ask immediately.....

[tonyx] 06/2/2008 21:35

Old news?

News
AgCert Issued with 245,000 Carbon Credits

Point Carbon - December 27, 2007

The UN body that administers the clean development mechanism (CDM) issued 245,000 carbon credits since early last week, with all the credits issued to the one project developer.

The CDM executive board issued the credits to five livestock farms in Mexico and Brazil owned by Agcert, a UK-based company that cuts emissions of methane, a potent greenhouse gas.

EDF Trading, which buys carbon credits on behalf of the European utility, is listed as the likely buyer of credits from the projects.

The Kyoto mechanism enables companies in developing countries to earn money from the sale of carbon credits to governments and the private sector that have targets to cut their emissions of greenhouse gases.

Meanwhile, a handful of projects were given final approval by the UN and got registered as CDM projects in the past week, including a wind farm in China that undertakes to cut generate 185,000 carbon credits for oil company Shell.

The total number of registered projects currently is 881. The EB has now issued a total of 100.6 million CERs.

[maxmarilli] 06/2/2008 19:21

bought more today...at 0.738 it`s a bargain,imho.....just the cash they have should be more than treble the share price of today....mms are accumulating waiting for news or buy order....i`m adding bit by bit....news out soon..

[dorset64] 06/2/2008 12:00

Tell me someone, the price monitoring rns's, does AGC have to pay for these in the usual rns's costs or is this solely released by the LSE.

Dorset