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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Bidtimes | LSE:BDT | London | Ordinary Share | GB0007773046 | ORD 0.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMBDT
RNS Number : 0865E
Bidtimes PLC
01 April 2011
1 April 2011
Bidtimes plc
("Bidtimes" or "the Company")
Proposed acquisition of PowerHouse Energy, Inc., Proposed approval of a waiver of the obligations under Rule 9 of the City Code, Capital Reorganisation, Change of name to PowerHouse Energy Group plc, Notice of General Meeting and Admission to trading on AIM
PowerHouse Energy, Inc. ("PowerHouse")
-- Commercialising an alternative energy business based on zero emission conversion of waste materials and coal deposits into a range of clean energy products
-- Scope to address a growing market need for the production of renewable energy products and the elimination of harmful waste material
-- Markets through its expanding network of distributors and through build-own-operate joint ventures
-- Recent investment from and partnership with Linc Energy to exploit large scale conversion of stranded coal into liquid transportation fuel products
-- Board and executive management team includes professionals with extensive experience in gasification technology, clean energy and power generation, international business development, project finance and public company management.
Ross Lyndon-James, director of PowerHouse Energy, Inc. and Proposed Executive Chairman of the Enlarged Group commented:
"PowerHouse is delighted to be taking this next step in the development of its exciting alternative energy business. The reverse takeover of Bidtimes will provide PowerHouse with a strong platform from which it can commercialise the significant opportunities in the fast growing global alternative energy market."
Further enquiries:
Bidtimes plc Tel: +44 (0) Julian Moore, Non-Executive Director 207 887 1362 Merchant Securities Limited Tel: +44 (0) David Worlidge 20 7628 2200 Simon Clements
Introduction
On 16 December 2009, the Company released an announcement which sought to clarify its investing policy. The Company aimed to identify and pursue investments in mineral and energy resources, including renewable energy resources.
The Board believes that it has now identified a potential acquisition which fulfils its investment criteria.
On 22 March 2011, the Company announced that it was at an advanced stage of discussions to acquire a company which would constitute a reverse takeover under the AIM Rules and trading in Existing Ordinary Shares was suspended. Following the publication of this announcement and the publication of the Admission Document, which is available on the Company's website www.bidtimes.com, the Company has requested that the suspension be lifted and it is expected that restoration of dealings will take effect from 7.30 a.m. on 1 April 2011.
The Company announces that it has entered into the Acquisition Agreement conditional, amongst other things, on Shareholder approval, to acquire the entire issued share capital of PowerHouse, a company specialising in emission-free conversion of waste materials into a synthetic gas (syngas). The consideration will be satisfied by the issue of the Consideration Shares. Further details of the terms and conditions of the Acquisition are set out below under the heading "Principal Terms of the Acquisition".
The Acquisition will result in a fundamental change in the Company's business and will constitute a reverse takeover under the AIM Rules. As such, the Independent Director is seeking Shareholder approval for the Acquisition at the General Meeting.
Following completion of the Acquisition, the Principal Concert Party will have a holding of 225,672,048 New Ordinary Shares, representing 79.55 per cent. of the Enlarged Issued Share Capital. Following Admission and implementation of the Proposals, the Principal Concert Party will hold in excess of 30 per cent. of the Enlarged Issued Share Capital and would normally incur an obligation, under Rule 9 of the City Code, to make a general offer to the other Shareholders to acquire their shares. However, subject to the approval of the Independent Shareholders on a poll at the General Meeting, the Panel has agreed to waive this obligation. An explanation of the provisions and impact of the City Code in relation to the Principal Concert Party is set out in the paragraph entitled "the City Code" below.
The Proposals are conditional, inter alia, on the passing of the Resolutions at the General Meeting and Admission. If the Resolutions are approved by Shareholders, it is expected that Admission will become effective and dealings in the Enlarged Issued Share Capital will commence on AIM on or around 28 April 2011.
Background information on the Company
Bidtimes was incorporated on 28 February 2000 and admitted to trading on AIM on 4 July 2000. The Company originally aimed to build a group providing e-commerce solutions in the retail and distribution sectors through selected acquisitions of targets demonstrating significant growth prospects. On 6 June 2008, the Company announced that it was seeking to extend its investment strategy to include the mineral and energy sector, subject to which it had raised GBP440,000 and signed a joint-venture agreement with Burey Gold Limited. As part of the agreement, the Company acquired a 10 per cent. joint venture interest in three tenements of mineral deposits located in Australia. Anthony Brennan and Julian Moore were simultaneously appointed as Executive Chairman and Non-executive Director, respectively, and the Company's shares were readmitted to trading on AIM.
In December 2009, the Company announced that it could no longer justify expenditure in these tenements and that they had been dropped from the Company's exploration portfolio. They were replaced by another joint venture project with Burey Gold Limited, in the Kyber Pass Area, southeast of Marla, in Southern Australia. The Directors intend to give notice to terminate the joint venture agreement upon completion of the Acquisition.
Reasons for the Acquisition
Bidtimes believes that PowerHouse presents an attractive opportunity for the Company. PowerHouse recently secured a manufacturing and marketing licence with Pyromex for a patent pending low emission waste to energy gasification system, which is exclusive in North America, Central America and the Surrounding Islands and Nigeria and which is non-exclusive throughout MENA, GCC, French Polynesia, South Pacific, Asia and certain United States Territories. In Australia, PowerHouse has exclusive rights to manufacture and supply Pyromex equipment. In addition, in August 2010, PowerHouse acquired a 30 per cent. interest in Pyromex and holds an option to acquire a further 21 per cent.
PowerHouse is a company with a solid background in the sale of clean power generation systems and is currently developing, on a global basis, an alternative energy business based on zero emission conversion of waste materials and sub viable coal deposits (carbonaceous matter) into a range of clean energy products. These energy products will include synthesised gas (syngas), hydrogen and electricity and in the future, the Company intends to explore the possibilities of producing liquid transportation fuels. PowerHouse's UHTG technology is modular, scaleable and highly efficient. With several sales contracts already secured, the Enlarged Group expects that the Pyromex technology and systems will satisfy a potentially substantial and growing market for efficient, emission free conversion of a broad range of waste materials into useful clean energy.
The New Board believes that that the Enlarged Group will have significant expansion opportunities as a result of combining the Company's public listing with PowerHouse's experienced management team and rights to Pyromex's UHTG technology.
Information on PowerHouse
History and Overview
PowerHouse was originally founded in 2002 and is based in California, with representative offices in London and New York. Historically, the company's business has involved the design, procurement, installation and commissioning of conventional onsite power generating systems that yield environmentally responsible savings. Since it commenced trading in 2003, PowerHouse has installed over 50 on-site combined heat and power systems including advanced fuel cell power generating systems.
In August 2010, PowerHouse acquired a 30 per cent. shareholding in Pyromex, the developer and owner of a ultra-high temperature waste to energy thermal reactor technology, elements of which are patent pending, together with a zero emission gasification technology licence under which it is able to manufacture and sell an integrated waste to energy system. In January 2011, PowerHouse was granted a call option to acquire up to 21 per cent. of Pyromex's share capital. The first tranche of 1.8 per cent. of Pyromex's share capital must be exercised by 30 June 2011 and the second tranche, which is conditional upon the exercise of the first tranche, may be exercised on or before 30 June 2012.
In March 2011, Linc Energy, a company quoted on the Australian Securities Exchange (ASX: LNC), subscribed for US$6,000,000 worth of equity in PowerHouse. In addition Linc Energy has granted PowerHouse certain rights to use its proprietary Fischer-Tropsch process and knowhow in its own projects.
PowerHouse's New Business
PowerHouse's new business model is the production of systems to generate alternative energy in the form of syngas and the conversion of syngas into electricity that can be sold to end users. This will be achieved by the sale of equipment which enables the recovery and sale of energy from its on site waste to energy systems and the efficient and environmentally responsible conversion of waste materials into useful forms of energy. The net result is a convenient and safe elimination process for many types of organic waste, while simultaneously recovering a very high proportion of the energy contained in such waste.
Syngas can also be readily used as a fuel for generating power from fuel cells, micro turbines, ultraclean gas powered engine generator systems or simple gas burners.
PowerHouse is represented in its target markets by its distributors and joint venture partners who aim to identify and develop business opportunities involving waste suppliers and power purchase customers. The New Board believes this marketing strategy to be a cost effective and low risk method of penetrating new markets which has enabled PowerHouse to develop a significant pipeline of potential business opportunities.
Manufacturing and Marketing Licence
Summary of the Pyromex Licence
PowerHouse has a technology licence agreement with Pyromex relating to various Pyromex intellectual property for its ultra-high temperature gasification process and equipment. The term of the licence is the longer of 20 years from 13 April 2009 or until the last of the patents which are the subject of the licence expires. PowerHouse has exclusive rights in North America, Central America, the Surrounding Islands and Nigeria and exclusive, but not sole, rights to manufacture and supply Pyromex equipment in Australia. PowerHouse also has non-exclusive rights in MENA, GCC, French Polynesia, South Pacific, Asia and certain United States Territories. The exclusive rights may be exploited without restriction as to field, while the non-exclusive rights to manufacture and supply Pyromex equipment may be exploited in relation to municipal solid waste and/or biomass and/or tyres. Non exclusive licences of the rights granted under the Pyromex Licence have been granted to third parties in Italy, Great Britain, Benelux, Scandinavia, Greece and South Africa.
Option over Pyromex
PowerHouse's use of the Pyromex technology derives from the Pyromex Licence. As stated in Part II of the Admission Document, licensed rights can be terminated in certain circumstances and discretions of the licensor under the licence agreement may be exercised unreasonably, to the detriment of PowerHouse as licensee. To counter these risks and to obtain the economic benefit of being the recipient (indirectly as a shareholder in Pyromex) of licence fees and royalties, PowerHouse has acquired an option under which it may increase its shareholding in Pyromex from 30 per cent to 51 per cent. The first tranche of 1.825 per cent. must be exercised by 30 June 2011, with the balance of 19.075 per cent. being able to be exercised on or before 30 June 2012. The consideration for the first tranche is US$2 million in cash. . The New Board intends to raise additional funds in order to exercise this option in full unless the timing of cashflows arising from sales enables the Company to pay the option price out of this additional working capital.
Extent of licensed intellectual property rights
The Pyromex Licence grants to PowerHouse a licence to exploit certain patents and a licence of knowhow relating to "Pyromex IP" and "Engineering IP". The former includes the intellectual property in reactor tubes and coatings, induction electrical system, gasification reactor control software and hardware, the air lock system, sprocket and material feed, reactor tube cooling, water/steam injection process and the scientific gasification reactions, feed rates, date and designs of certain components. The latter includes the knowhow in the engineering of the Pyromex IP.
The Pyromex technology is subject to certain granted and pending patents. A US patent is owned by Pyromex in respect of "fuel from industrial waste". This patent which expires in 2015, is not considered material to the Pyromex technology as currently deployed. International patent applications have been filed for three other inventions, as follows:
-- molybdenum susceptor with boron-silicon coating used in a high temperature furnace. It is anticipated that it may be difficult to obtain patent protection for this invention but it is not considered core to the Pyromex technology;
-- oxygen stripping in-feed using feedback of produced syngas. This application was filed in August 2007 and will allow patents to be granted in Europe and the USA. The Independent Director has received independent, specialist advice that the invention is patentable albeit that there is a small third party infringement risk; and
-- high temperature furnace using centrally disposed resistive heater. This is the core technology for which a patent application was filed in October 2009. Again the Independent Director has received independent, specialist advice that the invention is patentable and that worldwide patents should be available if filed before 14 April 2012.
Manufacture and Supply
PowerHouse has identified manufacturing partners in the US and Europe and manufacturing of the waste to energy system will be subcontracted to such partners.
PowerHouse's New Business Model
PowerHouse is making use of its experience by combining its specialised expertise, historical power generating product range, business network and specialised expertise with its recently acquired Pyromex technology to deliver fully integrated waste to energy solutions to its pipeline of new business opportunities.
PowerHouse's waste to energy strategy combines three fundamental infrastructure segments:
(i) an efficient, clean, low cost means of the elimination of organic waste materials as an alternative to landfill and incineration;
(ii) energy recovery from organic waste materials into syngas fuel and electrical energy in a sustainable business not related to or dependent on fossil fuels; and
(iii) the conversion of lignite, coal and coal waste into syngas and its use as a fuel for power generation and liquid transportation fuels.
Equipment Sales
PowerHouse sells alternative energy equipment to customers who have a capacity to provide the necessary waste to utilise the output energy and an ability to operate the alternative energy systems. PowerHouse intends to supply complete waste to energy systems including the design, manufacture, installation and commissioning of such systems. PowerHouse will also sell Pyromex units to customers who have the capacity to incorporate Pyromex systems into waste to energy systems. Typically on equipment sales PowerHouse will draw down milestone payments on an agreed basis during manufacture and installation.
Service income
PowerHouse will seek to provide a maintenance agreement on any equipment sales.
Annuity income - Build-Own-Operate
PowerHouse expects to sell its waste to energy equipment at market price to its Joint Venture Companies, which will operate the alternative energy system and sell the produced energy to customers under long term power purchase contracts (typically 25 years). This Build-Own-Operate strategy would enable PowerHouse to earn a profit margin on these sales as well as its share of any joint venture company profits over a 15 to 25 year period.
Typically, ownership of the Joint Venture Companies will comprise the interests of PowerHouse, the local partners/operator and the project financiers. The New Board expect that PowerHouse's joint venture interests will vary between 15 and 49 per cent. In providing potential joint venture partners the opportunity to participate in the project, it is envisaged that PowerHouse's joint venture interest will, in most cases, be at no additional cash cost to the Enlarged Group. Generally, every Build-Own-Operate project will require external project financing from a third-party.
Sales of waste to energy systems to date
PowerHouse has executed contracts for the following sales to date:
- PowerHouse Energy Australia Pty Ltd - sale of a 5 tpd waste to energy system and a 25 tpd Pyromex UHTG reactor
- Linc Energy Ltd - sale of a 25tpd Pyromex UHTG reactor
- PowerHouse Energy New Zealand Ltd - sale of a 5 tpd waste to energy system
World Energy Market
According to the International Energy Outlook 2010 ("IEO 2010") report, produced by the US Energy Information Administration and published in July 2010, world marketed energy consumption is expected to increase by 49 per cent. between 2007 and 2035, a figure which does not include prospective legislation or policies. Total energy demand in non-OECD countries is expected to increase by 84 per cent., compared with a projected increase of 14 per cent. in OECD countries. It is anticipated that total world energy use rises from 495 quadrillion British thermal units (Btu) in 2007 to 590 quadrillion Btu in 2020 and 739 quadrillion Btu in 2035. The New Board believes that the ability to establish a presence in the waste to energy market will lead to sustainable long term growth.
Although the waste to energy solution is not expected to replace the primary energy sources of a community, the New Board believes that it will become an increasingly popular and sustainable means of recovering energy from the simple recycling of organic material.
Alternative energy
The current demand for renewable energy is particularly high as organisations seek to reduce their carbon footprint and take advantage of various government financial incentives. Solar and wind have been the more prevalent sources of renewable energy, however these sources are limited in their abilities to supply continuous base load power generation which is necessary for on-demand energy supplies. The Directors expect that the waste to energy systems provided by PowerHouse will supplement traditional power supplies by supplying base load renewable energy on demand. Excess production can be sold into the power grid for wider distribution. Such systems can be complementary to electricity supplied via the grid or provide independent power generation, enabling the customer to avoid being subjected to interruptions and fluctuating supply pricing.
PowerHouse's waste to energy joint venture combination provides a financially attractive choice for established waste collection companies by enabling them to add a new revenue stream from the sale of energy, without the associated management and capital investment risks.
Waste to Energy Technology
Pyromex - ultra-high temperature gasification (1200[deg]C - 1700[deg]C)
Emission free (thus no tar or char) waste to energy recovery at levels of 90 to 95 per cent. can only be achieved in a temperature range between 1200[deg]C-1700[deg]C. In order to create thermal reactions within a controlled atmosphere with low energy consumption and low capital cost infrastructure Pyromex uses a proprietary electric energy induction (or resistance element) system within a suitable enclosed chamber. These methods constitute Pyromex's proprietary intellectual property. The New Board considers that Pyromex's knowledge and experience of material selection and design in the area of ultra-high temperature gasification provides potential competitors with significant barriers to entry.
The New Board considers that at present there are three other major competing methods discussed below which use thermal energy for burning or decomposing waste.
Incineration - high temperature combustion (760[deg]C - 1000[deg]C)
Historically combustion by incineration, which typically operates at temperatures around 900[deg]C, has been used to burn waste, with the typical energy recovery levels being between 35 to 45 per cent. This method of disposal releases noxious gases and airborne pollutants into the atmosphere and creates highly undesirable residual tar and char. Due to these by products, its use in developed nations is being progressively eliminated.
Recent developments to scrub the exhaust gases and capture pollutants have reduced the harmful effects of combustion by incineration to a degree, but it has the added cost and servicing of additional equipment which is inherently an inefficient method of energy recovery. This method is further hampered by the difficulty of obtaining operating permits in certain areas.
Pyrolysis - higher temperature combustion (870[deg]C - 1100[deg]C)
Pyrolysis is another method of using combustion for waste disposal and it occurs at higher temperatures of around 1050[deg]C. Although it is more efficient than incineration for waste disposal and energy recovery, it releases unwanted emissions into the atmosphere as well generating char and tar residual by products.
Plasma Arc - ultra-high temperature gasification (over 5500[deg]C)
The plasma arc process uses high temperature plasma torches in a controlled atmosphere to subject waste to physical and chemical changes. The high temperatures generated by heat from the plasma arc at above 5,000[deg]C prevents the formation of complex organic molecules and breaks down organics into syngas. The hot syngas is then fed through a gas cleaning and conditioning system, where it is rapidly cooled and cleaned to remove any entrained particles and/or acid gases prior to re-use.
The plasma thermal destruction and waste to energy recovery process is a high maintenance technology which consumes more energy to operate and the Directors expect it to have a higher operating cost.
Pyromex Technology
The technology licensed to PowerHouse is the Pyromex thermal reactor which was developed over a 15 year period. The New Board believes that the Pyromex technology represents a technological breakthrough in materials gasification. Using a suitable waste stream and ultra-high temperatures ranging from 1200[deg] to 1700[deg]C in a controlled oxygen free environment, more than 90 per cent. of the energy content of any organic waste material can be converted into a high energy synthetic gas ('syngas') in a process which produces zero emissions and no harmful char or tar residues.
Pyromex technology uses electrical energy induction through a specially designed proprietary metal alloy thermal reactor to create an ultra-high temperature environment. This approach is a very efficient energy conversion and recovery process and eliminates the loss of energy to combustion.
The Pyromex System
The Pyromex system enables localised low emission or emission free conversion (disposal) of waste materials with energy recovery rates of approximately 90 to 95 per cent. The system uses approximately 15 per cent. of the syngas as fuel to generate its own electrical power requirement, resulting in approximately 80 per cent. of the produced energy available for sale. No toxic or harmful residues are formed during the thermal reduction of the waste material into fuel energy.
The Pyromex plant is a compact closed circuit system which includes waste preparation, energy conversion and syngas refinement. The key components in this process are the electrical induction technology, the ultra-high temperature thermal reactor and the remote temperature controls.
Prior to its conversion to syngas and depending on its nature and composition, waste can be stored separately, which provides the flexibility of combining various types of waste materials to optimise the energy content of a waste stream. A waste feed system generally includes dryers to achieve the correct moisture content and a shredder to size the waste and enable a continuous feed into the thermal reactor.
Thermal Reactor
The thermal reactor is the heart of the Pyromex system and it plays a vital role in the zero emission solution. It is an ultra-high temperature thermal degradation unit (working under neutral atmosphere) consisting of an electric inductively heated (or an internal resistance element) reaction chamber, remote temperature controls and precise steam injection which enables the complete gasification of the waste material.
The energy for the thermal reactor is provided by a specially constructed three stage electric induction process to heat the core of the reactor to temperatures of between 300[deg]C and 1,700[deg]C.
Thermal Reactor Chamber
The thermal reactor is able to produce a 90 to 95 per cent. yield of syngas (approximately 80 per cent. net following the deduction of energy to power the system) from waste with no emissions from the gasification process. This enables customers to meet obligations under the most stringent of environmental laws and regulations, such as the German BimSchG.
The small proportion of inorganic residue produced by the process (depending on the inorganic content, typically three to seven per cent. by volume of the original waste) is a safe, inert, non-leachable basaltlike material.
Although induction heating is not new technology, the combination of induction heating through Pyromex's proprietary metallurgy in an ultra-high temperature oxygen-free reaction chamber is considered by the New Board to be a new technology in the waste to energy sector. Pyromex has developed proprietary oxide and refractory coatings to protect the interior surface of the reactor chamber.
The syngas produced by the Pyromex system can be used to form hydrogen gas or liquid, as a fuel gas to generate electricity, or reformed in a subsequent process to produce ethanol, methanol and syndiesel, all of which can be used to supplement the energy needs of a consumer's operation or sold to generate revenue.
Approved for Broad Market Applications
The Pyromex technology is applicable to many different types of waste streams including municipal and industrial waste, biomass, toxic waste such as hospital/medical waste, tyres and sewage sludge. In Germany, a commercial unit capable of processing 25 tonnes of waste per day operated successfully over a four year period which included testing and performance verification. Pyromex meets the requirements of the German Federal BimSchG and 23 different types of waste have been environmentally approved for use in the Pyromex system as follows:
BimSchG Permitted Waste Fuel Sources ------------------------------------------------------- Farming and animal waste/manure including dairy, poultry and swine Natural Fibres Plastic Waste including chlorinated plastics Wood chips Waste from the leather/fur industries including Chromium contamination Fly-ash from Power Plants including slag, dust, incinerator rust Packaging materials including paper, cardboard, plastic and wood Waste from car recycling including auto shredder residue, oils and tyres Medical waste including category A hospital waste Sewage sludge from wastewater treatment plants and other sources Shredder waste including light fractions and dust Residue from mechanical treatment, sorting, shredding and pelletisation
Linc Energy
Linc Energy is an Australian energy company which is listed on the Australian Securities Exchange and the OTCQX in New York with a market capitalisation of approximately US$1.5 billion. Through the combination of underground coal gasification ("UCG") and conventional Fischer-Tropsch technology to produce gas-to-liquids ("GTL"), Linc Energy is developing a significant energy business based on the production of cleaner energy solutions for the future. Linc Energy has over 200 employees in Australia and the United States, focused on commercialising its UCG and GTL technologies. Linc Energy first began UCG trial operations in 1999 on a site near Chinchilla, a rural community in the Surat Basin about 300 kilometres west of Brisbane, Queensland. Since that time, Linc Energy has further developed the site through the construction of additional UCG fields, a demonstration GTL plant, and a modern research laboratory.
In March 2011, Linc Energy invested US$6 million and granted PowerHouse the right to purchase and use its Fischer-Tropsch GTL system technology for PowerHouse's waste to energy applications in return for a 10 per cent. interest in Pyromex. PowerHouse has granted Linc Energy a perpetual, exclusive licence to use, own, fabricate and operate Pyromex systems for above ground coal to syngas production of 1 MMcf per day and greater in all territories (with the exception of Italy which is excluded). Linc Energy will pay a licence royalty of US$0.10 per barrel of Linc Energy's Pyromex-produced liquid fuels generated by using the Pyromex system.
Research and Development
The Enlarged Group's short term focus in the area of research and development will be the development of a 100 tpd unit with the support of Linc Energy, for whom this will be particularly applicable based on their substantial coal deposits.
Economic Incentives
There are certain financial incentives throughout the world that are applicable to equipment purchase and energy production. As an example, the US Federal Government has established capital cost reduction programs for cogeneration and waste to energy equipment. These cost reductions are in the form of grants and investment tax credits effectively resulting in a reduced cost of fuel for the producer/supplier. The US has additional incentives that can be linked to the Federal programs and government finance options are also available for renewable energy projects.
Internationally, carbon credits are available as incentive for the reduction of CO2 emissions resulting from power generation. These credits must be certificated in a comparison process, which evaluates the reduction against conventional power generation methods to establish the quantum of the credits, which can be traded on the world market.
Europe is the most advanced region in this regard and has taken measures to ensure that CO2 emission reductions include the recycling of organic material, through waste to energy methods in order to reduce landfill burdens. In the UK, schemes such as the "Renewable Heat Incentive" promote the development of systems such as pyrolysis to increase overall energy efficiency. In 2010, the EU undertook a public consultation "Towards a New Energy Strategy for Europe 2011-2020", in which it was reported that it has seen broad agreement for the promotion of technological development. The European Commission has published its proposals for the promotion of renewable energy resources, in which it aimed to establish a directive for a minimum binding target for the proportion energy from renewable sources by the EU as a whole, and individual targets for each member state.
Principal terms of the Acquisition
On 31 March 2011, Bidtimes entered into the Acquisition Agreement pursuant to which it has conditionally agreed to acquire the entire issued share capital of PowerHouse. The consideration will be satisfied by the issue of the Consideration Shares (representing 96.5 per cent. of the Enlarged Issued Share Capital) on Admission.
The Acquisition Agreement contains warranties from the Vendors in relation to the business, assets and affairs of PowerHouse and certain indemnities from the Vendors.
The Acquisition is conditional upon, inter alia:
(i) the approval by the Shareholders of the Resolutions proposed at the General Meeting convened for 26 April 2011;
(ii) the Introduction Agreement becoming unconditional in all respects, save for any condition relating to completion of the Acquisition; and
(iii) Admission having occurred not later than 8.00 a.m. on 28 April 2011 (or such later time and/or date as the Company and Merchant Securities may determine but in any event no later than 8.00 a.m. on 30 June 2011).
Capital Reorganisation
The Capital Reorganisation is being proposed because, in recent times, the bid-offer spread for the Company's Existing Ordinary Shares hes been a high percentage of the mid-market price. The Directors believe that the proposed Capital Reorganisation will help to reduce the spread and increase liquidity. Accordingly, the Directors have decided that a share reorganisation will be effected on the basis of one New Ordinary Share and one New Deferred Share for every 10 Existing Ordinary Shares.
Holders of fewer than 10 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share following the Capital Reorganisation. Shareholders with a holding in excess of 10 Existing Ordinary Shares, but which is not exactly divisible by 10, will have their holding of New Ordinary Shares rounded down to the nearest whole number of New Ordinary Shares following the Capital Reorganisation. Fractional entitlements of New Ordinary Shares will be sold in the market and the proceeds will be retained for the benefit of the Company.
The Existing Ordinary Shares are admitted to CREST. Application will be made for the Enlarged Issued Share Capital to be admitted to CREST, all of which may then be held and transferred by means of CREST. It is expected that the New Ordinary Shares arising as a result of the Capital Reorganisation in respect of Existing Ordinary Shares held in uncertificated form, i.e. in CREST, will be credited to the relevant CREST accounts on 28 April 2011 and that definitive share certificates in respect of the New Ordinary Shares arising as a result of the Capital Reorganisation from Existing Ordinary Shares held in certificated form will be dispatched to relevant Shareholders by 10 May 2011. No temporary documents of title will be issued. Share certificates in respect of Existing Ordinary Shares will cease to be valid on 26 April 2011 and, pending delivery of share certificates in respect of New Ordinary Shares will be certified against the register. The record date of the Capital Reorganisation is 27 April 2011.
The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.
Like the Existing Deferred Shares, the New Deferred Shares will have no voting rights and will not carry any entitlement to attend general meetings of the Company; nor will they be admitted to AIM or any other market. They will carry only a right to participate in any return of capital once an amount of GBP100 has been paid in respect of each New Ordinary Share. The Company will be authorised at any time to effect a transfer of the New Deferred Shares without reference to the holders thereof and for no consideration.
Accordingly, the New Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention, at an appropriate time, to have both the Existing Deferred Shares and the New Deferred Shares cancelled, whether through an application to the Companies Court or otherwise. No certificates will be issued in respect of the New Deferred Shares.
New Board and senior management
Anthony Brennan will remain on the board of the Company as Deputy Chairman following Admission, although in a non-executive role. I will continue on as a Non-executive Director and Julian Moore will become Interim Finance Director of the Company on Admission. Mr Moore intends to move to South Africa in the short to medium term hence his position is considered to be an interim one. Conditional upon Admission, Ross Lyndon-James, David Moard and James Greenstreet will join the Board as Executive Chairman, Executive Director and Non-Executive Director respectively.
Brief details on the proposed New Board are set out below:
Anthony Brennan (aged 53), Proposed Non-Executive Deputy Chairman
Mr Brennan is a Chartered Accountant by profession with a career of over 30 years and has been a director of the Company since 30 June 2008. He was previously a partner in an Australian national accounting firm and has extensive experience in financial management. Since leaving the profession in 1990, Mr Brennan has played a leading role in a number of Australian resource companies, including the role of Managing Director of Mount Edon Gold Mines Limited for seven years. Mount Edon Gold Mines Limited was an ASX listed company that discovered and developed the multi million ounce Tarmoola Gold mine in Western Australia which in 1997 was subject of a AUS$200+ million takeover by Canadian miner Teck.
In 2004, he founded Delta Capital Pty Limited to provide boutique investment banking and corporate advisory services and the company is the holder of a current Australian Financial Services licence (AFS licence number 277935). Delta Capital Pty Limited has provided corporate advice to, brokered transactions and raised capital for companies involved in the US oil and gas industry, the Australian gold mining industry, South African coal mining industry, minerals exploration in Australia, South America and Africa and the alternative energy sector. In recent years, Delta Capital has introduced clients in both the alternative energy and conventional energy sectors to the London capital markets from which those companies have raised funding in excess of US$120 million in both alternative energy and conventional energy sectors.
Ross Lyndon-James (aged 63), Proposed Executive Chairman
Mr. Lyndon-James co-founded a number of publicly traded companies in Australia, the United States and the United Kingdom and has held the positions of Chairman, President and CEO in these companies. He was co-founder, Chairman and CEO of US publicly listed Ramtron Corporation, an advanced semiconductor memory chip company and was responsible for the leadership and development of that company from its inception to pilot plant manufacturing and its successful listing on NASDAQ.
Mr. Lyndon-James was co-founder and CEO of the Boston Equities Group from 1993 to 2005. As a founding shareholder, he has also served on the board of directors of a number of investee companies including Ocean Power Technologies Inc (OPT) and acted as a consultant to that company in the areas of business development and capital raising. OPT listed on the London Stock Exchange (AIM: OPT) in 2003 raising in excess of US$40 million and later went on to list on NASDQ raising US$100 million. Mr. Lyndon-James is a co founder and former Managing Director of Water Resources Group Ltd which listed on the ASX in December 2010. He is currently a director of ERL, PowerHouse Energy, Inc. and Credit First Australia Pty Ltd, City Farms Holdings Pty Ltd and City Farms International Pty Ltd.
David Moard (aged 55), Proposed Executive Director
Mr Moard is a seasoned executive with extensive experience in technical, market and business areas in the energy industry. He was responsible for identification, development and commercialisation of advanced energy systems for Southern California Gas/Sempra Utilities in the US for over 16 years, which included a temporary two year executive exchange with the Gas Research Institute and operating a subsidiary energy service business for them in distributed generation.
In 1993, Mr Moard founded Hydrogen Burner Technology (HBT) to advance hydrogen generation for stationary and transportation markets. Under his guidance as Chairman and CEO the company was awarded over 16 patents, grew to over 250 employees and had numerous contracts with the oil (Exxon and Cosmo Oil), automobile (Ford and Daimler-Chrysler) and government agencies (Department of Energy and California Energy Commission).
Mr Moard founded PowerHouse in 2002 and remains its Chairman and CEO. The company has grown during difficult times and become highly regarded in the energy industry. He has numerous published papers, board positions and patents to his credit during his 31-year professional career.
Brent Fitzpatrick (aged 61), Non-Executive Director
Mr Fitzpatrick is a corporate finance consultant and in the last fifteen years, Mr Fitzpatrick has been instrumental in identifying and advising a number of companies on their acquisitions and subsequent flotations. Mr Fitzpatrick has been a director of the Company since 9 March 2000. He was Nonexecutive Chairman of Global Marine Energy Plc, an AIM listed oil services company, prior to its takeover by TSC Offshore, a Hong Kong listed energy company, Non-executive Chairman of Risk Alliance Plc, an insurance broker consolidator, and Chairman of Aboyne-Clyde Rubber Estates of Ceylon Limited, an unquoted investment company. He is also an adviser to ECO Capital, a global clean energy fund and is a member of the Audit Committee Institute.
Julian Moore (aged 35), Interim Finance Director
Mr Moore qualified as a Chartered Accountant with KPMG in Dublin. He has over twelve years experience in the finance industry in the UK, Ireland and South Africa and has been a director of the Company since 30 June 2008.
Mr Moore worked as the Chief Financial Officer of Bluewater Bio International, a global specialist in the treatment of waste water from November 2008 to March 2010, prior to which he ran his own consultancy business advising a diverse range of public and private companies, and was a manager with Strand Partners Limited, a specialised corporate finance advisory and investment firm.
Mr Moore will be the finance director of the Company on an interim basis pending the Board appointing
a chief financial officer in the short to medium term.
James Greenstreet (aged 45), Non-executive Director
Mr. Greenstreet has over 15 years experience in corporate finance, asset management and mergers and acquisitions. Over the course of his career, Mr. Greenstreet has held senior positions at British Aerospace, IBM and XL Capital. In 2001, Mr. Greenstreet founded Orbis Capital and has been instrumental in sourcing, structuring, packaging and managing transactions for a number of high profile clients across a wide range of sectors.
In addition to the Board, the Directors and Proposed Directors consider that the following persons will be key employees of the Enlarged Group:
Mark Johnston (aged 52), Director of Finance
Mr Johnston trained and qualified as a Chartered Accountant in the London office of KPMG. He has spent 25 years in various finance functions in industry both in the UK and Europe and in both PLC and private companies. He was finance director of Kingfield Heath Limited from 2005 to 2010. Previously he spent three years as finance director of the James Hull Group Limited and was finance director of Simon Carves Limited, part of the publicly quoted Simon Group from 1997 to 2005. Mr Johnston has extensive experience in managing growth situations and negotiating and managing transactions.
Thomas C. McMahon (aged 57), Senior Vice President
Thomas C. McMahon co-founded PowerHouse with Mr. Moard. Mr. McMahon possesses extensive design, construction and permitting experience of on-site energy systems and innovative building material/structures. As a principal and director for B3 Architects and an associate of Barry Berkus/Berkus Design Studios since 1979, Mr. McMahon has served as project director for many innovative prototype structures and homes - all of which incorporate new technologies, energy systems and advanced building materials. From 1985 to 1990, Mr. McMahon managed the design and production of NEST (New Expanding Shelter Technology) homes as demonstration modules for the National Association of Home Builders, sponsored by 35 material manufacturers. Mr. McMahon's expertise in building and alternative energy systems has included the production of modular housing, mobile emergency shelters, and demonstration facilities for passive and active energy systems. He has also served as an architectural consultant for residential and commercial fuel cell system integration. Mr. McMahon is a member of the American Institute of Architects and the National Council of Architectural Registration Boards (NCARB).
Kevin Butler (aged 50), Vice President of Renewable Technology Development
Prior to joining PowerHouse, Mr. Butler was the Co-Founder and President of GAGE, a renewable energy company specialising in thermal conversion of solid carbonaceous feedstock material to syngas and technology development of downstream processes from syngas to liquid fuels and synthetic natural gas. Mr. Butler has experience in various settings in the renewable energy arena, material handling, technology assessment, overseeing testing programs, fuel development programs.
Jerry Dorn (aged 69), Director of Construction & OEM Services
Mr. Dorn has over 40 years experience in the on-site energy and mechanical systems industry. Mr. Dorn will direct all OEM, manufacturing, construction and installation activities for PowerHouse's renewable energy and waste to energy systems/projects.
C.E. "Chuck" Burgeson (aged 69), Director of Engineering
Mr Burgeson is a specialist in the design, engineering and construction of heating, ventilating and air conditioning, renewable and cogeneration systems. Mr Burgeson has over 50 years experience in the design, engineering, management, implementation, construction and operation of commercial, industrial, institutional and Governmental projects across the United States. Mr Burgeson has been a senior consultant to Government agencies, GSA, the US Navy, US Air Force, US Marines, UC Educational System and a number of co-generation OEM/packagers and developers. He has also worked with Lennox Industries, Carrier Corporation, The Trane Company, Honeywell, Bell and Gossett, RSES and Cention in product development.
Lock-in and orderly market arrangements
Under the terms of the lock-in agreements each of the New Board and Credit First Holdings Limited, Credit First Asset Management Limited and Thomas McMahon have undertaken to the Company and Merchant Securities that he or she will not (and will procure that any person with whom he or she is connected will not) sell or otherwise dispose of any interest in New Ordinary Shares beneficially owned or otherwise held or controlled by him or her for a period of 12 months following Admission without the consent of Merchant Securities, save in limited circumstances such as, inter alia, a takeover becoming or being declared unconditional; the giving of an irrevocable undertaking to accept an offer; or a disposal pursuant to a court order, or required by law or any competent authority.
The same covenantors have also undertaken that for a further period of 12 months after the first anniversary of the date of Admission, he or she will not (and will use all reasonable endeavours to procure that no person connected with him or her shall) dispose of any New Ordinary Shares, save in certain limited circumstances, without the consent of Merchant Securities, such consent not to be unreasonably withheld or delayed.
ERL has undertaken to the Company and Merchant Securities that for a period of 12 months after Admission, it will not dispose of any New Ordinary Shares, save in certain limited circumstances, without the consent of Merchant Securities, such consent not to be unreasonably withheld or delayed.
Linc Energy has undertaken to PowerHouse that for a period of six months after Admission it will not dispose of any of its New Ordinary Shares, except in limited circumstances, and that for six months thereafter it will only dispose of New Ordinary Shares through the Company's broker.
Linc Energy has undertaken to PowerHouse that for a period of six months after Admission it will not dispose of any of its New Ordinary Shares, except in limited circumstances, and that for six months thereafter it will only dispose of New Ordinary Shares through the Company's broker provided that the commission payable is equivalent to commissions payable on institutional execution-only broking.
Current trading and prospects of the Enlarged Group
PowerHouse has secured four sales contracts and it is focusing on executing these near term system sales in order to generate its first revenues from its new waste to energy business. A key focus will be the sale of units to Linc Energy and PowerHouse Energy Australia Pty Ltd as these initial sales have the potential to unlock more business in this attractive market. In addition, the Enlarged Group will continue to focus on securing new sales contracts to build its growing sales pipeline.
PowerHouse is also working closely with Pyromex to complete the commissioning of Pyromex's first commercial system in Munich, Germany. This is a 25 tpd system using refuse derived fuel as a feedstock and is based on a waste station close to Munich airport and is due to commence operation following testing in Q2 of 2011. The successful launch of this unit is expected to unlock additional sales as it will be the first commercial operation of the technology. PowerHouse has generated negligible revenues in the six months to 31 December 2010.
Warrants and replacement options
The Board has resolved to issue, conditional upon the passing of Resolutions 3, 6 and 7 at the General Meeting and Admission, a warrant to subscribe for 9,737,353 New Ordinary Shares in aggregate to Shareholders as at 31 March 2011 on the basis of one Warrant per New Ordinary Share held. The Warrant will be exercisable on or before the second anniversary of Admission at a price of 20 pence per share. The Warrant will be transferable but will not be admitted to trading on AIM.
The rationale behind the issue of the Warrants is to provide the Company with a source of additional capital over the two years following Admission and to provide potential additional benefit for Shareholders.
Pursuant to a subscription option agreement, the Company has granted Linc Energy, conditional uponv Admission, an option to acquire New Ordinary Shares up to a value of up to US$1,000,000 exercisable at a price of US$0.30 per New Ordinary Share at any time in the 12 month period following Admission and US$6,000,000, exercisable at any time in the 30 month period following Admission at a price equal to a 20 per cent. discount to the previous 60 day volume weighted price of a New Ordinary Share. Further details of the subscription option agreement are set out in paragraph 11.1.2 of Part VI of the Admission Document.
Pursuant to the Acquisition Agreement, the Company will also grant Hill Grove Investments Pty Ltd an option to acquire New Ordinary Shares up to a value of US$3,000,000 on the same terms as Linc Energy above.
In addition, at Admission, there will be in existence further options over 5,833,332 New Ordinary Shares as follows:
Hot Features
Premium
Number of options Exercise Exercise Period
over New Ordinary Price
Shares
------------------- --------- ----------------------------
2,499,999 US$0.30 Any time up to 10 June
2013
3,333,333 US$0.30 Any time in 30 month period
following Admission
Dividend Policy
The New Board's objective is to grow the Enlarged Group's business. Future income generated by the Enlarged Group is likely to be re-invested to implement its growth strategy. In view of this, it is unlikely that the New Board will recommend a dividend in the early years following Admission.
However, the New Board intends that the Company will recommend or declare dividends at some future date once they consider it commercially prudent for the Company to do so, bearing in mind the financial position and resources required for its development.
The City Code
The issue of the Consideration Shares to the Principal Concert Party gives rise to certain considerations under the Code. Brief details of the Panel, the Code and the protections they afford to Shareholders are described below.
The Code is issued and administered by the Panel. Bidtimes is a company to which the Code applies and its shareholders are entitled to the protection afforded by the Code.
Under Rule 9 of the Code ("Rule 9"), when: (i) a person acquires an 'interest' (as defined in the Code) in shares which (taken together with shares in which he is already interested and in which persons 'acting in concert' with him are interested (as defined in the Code)) carry 30 per cent. or more of the voting rights of a company that is subject to the Code; or (ii) any person who, together with persons acting in concert with him is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of the voting rights of the company subject to the Code, and such person, or any persons acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then in either case, that person together with the persons acting in concert with him, is normally required to make a general offer in cash, at the highest price paid by him, or any persons acting in concert with him, for any interest in shares in the Company during the 12 months prior to the announcement of the Offer, for all the remaining equity share capital of the Company.
Under the Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of that company or to frustrate the successful outcome of an offer for a company. Control means an interest or interests in shares carrying an aggregate of 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.
The members of the Principal Concert Party are deemed to be acting in concert for the purposes of the Code. On Admission, the Principal Concert Party will be interested in 225,672,048 New Ordinary Shares, representing 79.55 per cent. of the Enlarged Issued Share Capital. A table showing the interests in New Ordinary Shares of the members of the Principal Concert Party on Admission, subject to passing of the Resolutions, is as set out below:
Holdings at Admission
Number of Percentage of
New Ordinary Enlarged Issued
Shares Share Capital
---------------- -------------- -----------------
ERL 141,300,043 49.81
David Moard 58,031,989 20.46
Thomas McMahon 26,340,017 9.29
---------------- -------------- -----------------
225,672,048 79.55
---------------- -------------- -----------------
It is intended that immediately following Admission ERL will distribute its entire holding in Bidtimes to its shareholders. The Panel has determined that at that time certain shareholders of ERL will be deemed to be in concert with David Moard and Thomas McMahon ("the Executive Concert Party"). On the basis that the entire holding in Bidtimes is distributed to its shareholders by ERL and that the shareholdings in ERL are as they are at the date of the Admission Document, the shareholdings of the members of the Executive Concert Party will be as follows:
Number of Percentage of
New Ordinary Enlarged Issued
Shares Share Capital
------------------------- -------------- -----------------
David Moard 58,031,989 20.46
Thomas McMahon 26,340,017 9.29
Credit First Holdings
Limited 18,061,099 6.37
Credal Trust Management
Limited 15,643,901 5.51
Credit First Asset
Management Limited 9,681,529 3.41
Matthew Lyndon-James 171,611 0.06
Cameron Lyndon-James 152,000 0.05
------------------------- -------------- -----------------
128,082,145 45.15
------------------------- -------------- -----------------
The Panel has agreed however, subject to Resolution 2 being passed on a poll by the Independent Shareholders at the General Meeting, to waive the obligations on the Principal Concert Party and the Executive Concert Party under Rule 9 to make a general offer for the entire issued share capital of the Company which would otherwise arise as a result of the Proposals. Accordingly, approval of the Independent Shareholders (on a poll) to the Waiver is sought in Resolution 2.
Independent Shareholders should note that, if Resolution 2 is passed, the Principal Concert Party will between them be interested in New Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company and, for as long as they continue to be treated as acting in concert, will be able to acquire further New Ordinary Shares, without incurring an obligation to make an offer to shareholders of the Company under Rule 9, although individual members of the Principal Concert Party will not be able to increase their percentage interests in shares through 30 per cent. of the voting rights of the Company without Panel consent.
Independent Shareholders should also note that, if Resolution 2 is passed, the Executive Concert Party, assuming ERL distributes its entire shareholding in Bidtimes to its shareholders, would between them, at that time, be interested in New Ordinary Shares carrying more than 30 per cent but less than 50 per cent. of the voting rights of the Company and, for as long as they continue to be treated as acting in concert, would not be able to acquire any further New Ordinary Shares, without incurring an obligation to make an offer to shareholders of the Company under Rule 9 without Panel consent.
Information on the Principal Concert Party and the Executive Concert Party
The Principal Concert Party comprises certain of the vendors of PowerHouse, namely ERL (being a 54 per cent. shareholder of PowerHouse), David Moard and Thomas McMahon.
ERL is a company formed for the purpose of investing in PowerHouse, which is registered in Malta owned by approximately 65 shareholders, most of whom are based in Australia, and of which the largest, Credit First Holding Limited, holds 19.99 per cent of ERL. The Directors of ERL are Ross Lyndon-James, Denise Pickering and Brian Harcourt. Credit First Holding Limited is beneficially owned by Brian Harcourt and Ross Lyndon-James, who is the proposed executive Chairman. The sole director of Credit First Holding Limited is Roberto d'Alessandro.
David Moard is a founder of PowerHouse and a Proposed Director. Further information about Mr Moard is in the section headed "New Board and Senior Management" above.
Thomas McMahon is a founder of PowerHouse and the Senior Vice President of PowerHouse. Further information about Mr McMahon ard is in the section headed "New Board and Senior Management" above.
The Executive Concert Party comprises Ross Lyndon-James, David Moard, Thomas McMahon, Credit First Holding Limited, Credal Trust Management Ltd, Cameron Lyndon-James and Matthew Lyndon-James.
Further details on the shareholders of ERL is set out in paragraph 7.6.3 of Part VI of the Admission Document.
Management arrangements
Delta Capital Pty Ltd, a company of which Anthony Brennan is a director and controlling shareholder, acts as corporate adviser to ERL, one of the vendors of PowerHouse, and will receive a success fee of GBP125,000 from ERL conditional upon the approval of the waiver of the obligations on the Principal Concert Party and the Executive Concert Party under Rule 9 to make a general offer for the entire issued share capital of the Company which would otherwise arise as a result of the Proposals. Under Rule 16.2 of the City Code, the arrangements with Delta Capital Pty Ltd require the approval of independent shareholders. Accordingly, an ordinary resolution will be proposed at the General Meeting and voting on this resolution will be taken on a poll, on which Anthony Brennan will not be entitled to vote.
For the purposes of Rule 16.2 of the City Code, Merchant Securities considers the terms of the fee payable by ERL to Delta Capital Pty Ltd to be fair and reasonable in so far as the Bidtimes Shareholders as a whole are concerned.
CREST
The New Ordinary Shares are eligible for CREST settlement. Accordingly, following Admission, settlement of transactions in the New Ordinary Shares may take place within the CREST system if the relevant shareholder so wishes. CREST is a voluntary system and shareholders who wish to receive and retain share certificates will be able to do so.
General Meeting
A General Meeting has been convened for 10.00 a.m. on 26 April 2011 at the offices of Merchant Securities, 51-55 Gresham Street, London EC2V 7HQ for the purpose of considering and, if thought fit, passing the Resolutions.
Admission and dealings
Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital will commence on 28 April 2011.
Availability of Admission document
The Admission Document is available for download from the Company's website www.bidtimes.com.
Expected timetable of principal events
Despatch and date of the 31 March 2011
Admission Document
Record date for the Warrants 31 March 2011
Latest time and date for 10.00 a.m. on 20 April
receipt of the completed 2011
Forms of Proxy to be valid
at the General Meeting
General Meeting 10.00 a.m. on 26 April
2011
Capital Reorganisation Record 6.00 p.m. on 27 April
Date 2011 (or such later time
as the Board (or duly
authorised committee
of the Board) may determine)
Completion of the Acquisition, 28 April 2011
Capital Reorganisation becomes
effective, Admission and
commencement of dealings
on AIM in the Enlarged Issued
Share Capital
CREST accounts credited 28 April 2011
with New Ordinary Shares
and the Consideration Shares
in uncertificated form
Despatch of definitive share by 10 May 2011
certificates for the New
Ordinary Shares and the
Consideration Shares
ISIN on Admission GB00B4WQVY43
EPIC PHE
Definitions
"Act" the UK Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by the
Company of the entire issued share
capital of PowerHouse pursuant
to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated
31 March 2011 between (1) the Company
and (2) the Vendors
"Admission" admission of the Enlarged Issued
Share Capital to trading on AIM
and such admission becoming effective
in accordance with Rule 6 of the
AIM Rules
"Admission Document" the admission document published
in connection with the Proposals
dated 31 March 2011
"AIM" 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
"Australia" the commonwealth of Australia,
its possessions and territories
and all areas subject to its jurisdiction
or any political subdivision thereof
"Bidtimes Shareholders" the holders of Existing Ordinary
Shares
"Board" or "Directors" the existing directors of the Company,
being Tony Brennan, Julian Moore
and Brent Fitzpatrick
"Capital Reorganisation" the proposed consolidation, sub-division
and redesignation of every 10 Existing
Ordinary Shares into one New Ordinary
Share and one New Deferred Share
"Capital Reorganisation 6.00 p.m. on 27 April 2011 (or
Record Date" such later time and date as the
Board (or duly authorised committee
of the Board) may determine)
"certificated" in relation to a share or other
or "certificated security, a share or other security,
form" a share or other security title
which is recorded in the relevant
register of the share or other
security as being held in certificated
form (that is, not in CREST)
"City Code" or the City Code on Takeovers and
"Code" Mergers
"Company"or "Bidtimes" Bidtimes plc, a public limited
company registered in England and
Wales under registered number 3934451
"Consideration the 273,766,453 New Ordinary Shares
Shares" to be issued to the Vendors as
consideration for the Acquisition
pursuant to the Acquisition Agreement
"CREST" the computer-based system established
under the CREST Regulations which
enables title to units of relevant
securities (as defined in the CREST
Regulations) to be evidenced and
transferred without a written instrument
and in respect of which Euroclear
UK & Ireland Limited is the operator
(as defined in the CREST Regulations)
"Enlarged Group" the Company as enlarged by the
Acquisition, to include PowerHouse
and its subsidiaries
"Enlarged Issued the issued share capital of the
Share Capital" Company o Admission, being 283,670,473
New Ordinary Shares made up of
the Existing Ordinary Shares after
the Capital Reorganisation, the
Consideration Shares and the Fee
Shares
"ERL" EnviroEnergy Resources Limited,
a company registered in Malta with
number C44376
"Executive Concert Credit First Holding Limited, Credit
Party" First Asset Management Limited,
Matthew Lyndon-James, Cameron Lyndon-James,
David Moard, Thomas McMahon and
Credal Trust Management Ltd
"Existing Deferred the existing deferred shares of
Shares" 4.5p each in the capital of the
Company
"Existing Ordinary the 97,373,523 Ordinary Shares
Shares" of 0.5p each in the capital of
the Company in issue at the date
of the Admission Document
"Fee Shares" the 166,667 New Ordinary Shares
to be issued at Admission in satisfaction
of certain fees due to Merchant
Securities in connection with the
Proposals
"Form of Proxy" the form of proxy sent to holders
of Existing Ordinary Shares enclosed
with the Admission Document for
use by Shareholders in connection
with the General Meeting
"GCC" The Gulf Co-operation Council comprising
Kuwait, Bahrain, Saudi Arabia,
Qatar, United Arab Emirates and
Oman
"General Meeting" the general meeting of the Company,
to be held at the offices of Merchant
Securities, 51-55 Gresham Street,
London EC2V 7HQ on 26 April 2011
at 10.00 a.m. and any adjournment
thereof to be held for the purpose
of considering and, if thought
fit, passing the Resolutions
"Independent Shareholders" the Shareholders other than Wall
Street Nominees Pty Limited
"Introduction the agreement dated 31 March 2011
Agreement" and made between the Company, the
Directors, the Proposed Directors,
Merchant Securities and ERL
"Joint Venture a joint venture company in which
Company" PowerHouse has an equity interest,
formed to operate a Build-Own-Operate
waste to energy system
"Joint Venture a partner in a Joint Venture Company
Partner"
"Linc Energy" Linc Energy Ltd, a company quoted
on the Australian Stock Exchange
"London Stock London Stock Exchange plc
Exchange"
"MENA" an acronym which generally covers
an extensive region, extending
from Morocco in north west Africa
to Iran in south west Asia, including
all the Arab Middle East and North
Africa countries
"Merchant Securities" Merchant Securities Limited, the
Company's nominated adviser and
broker
"Neville Registrars" a trading name of Neville Registrars
Limited
"New Articles" the new articles of association
of the Company, a summary of which
is set out in paragraph 5 of Part
VI of the Admission Document, which
it is proposed be adopted at the
General Meeting
"New Deferred the new deferred shares of 4p each
Shares" in the capital of the Company arising
from the Capital Reorganisation
"New Ordinary the new ordinary shares of 1p each
Shares" in the capital of the Company arising
from the Capital Reorganisation
"Notice" the notice convening the General
Meeting, which is set out at the
end of the Admission Document
"OEM" original equipment manufacture
"Options" or "Share options to subscribe for New Ordinary
Options" Shares under the Share Option Scheme
"Ordinary Shares" Existing Ordinary Shares or New
Ordinary Shares as the case may
be
"PowerHouse" PowerHouse Energy, Inc., a corporation
registered in California, USA under
number C3190913
"Panel" the Panel on Takeovers and Mergers
"Principal Concert David Moard, Thomas McMahon and
Party" ERL
"Proposals" means the proposals set out in
the Admission Document including
(a) the Capital Reorganisation;
(b) the Acquisition; (c) the Waiver;
(d) the change of name; and (e)
Admission
"Proposed Directors" the proposed directors of the Company
whose names being Ross Lyndon-James,
David Moard and James Greenstreet
and whose appointments will become
effective on Admission
"Pyromex" Pyromex Holding AG, a company registered
in Switzerland with number CH-170.3.025.127-2
"Pyromex Licence" the licence agreement dated 15
March 2009, as subsequently amended
and varied, and made between Pyromex
and PowerHouse
"Resolutions" the resolutions set out in the
Notice
"Share Option the share option scheme which will
Scheme" be operated by the Company
"Shareholders" holder(s) of Ordinary Shares
"Surrounding Islands" the islands surrounding within
500 nautical miles of North America
and Central America, including
the Caribbean islands
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland
"uncertificated" an Ordinary Share recorded on the
or "in uncertificated Company's register as being held
form" in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"Vendors" ERL, David Moard and Thomas McMahon,
Linc Energy and all other shareholders
of PowerHouse
"Waiver" the waiver by the Panel of obligations
under Rule 9 of the City Code as
described in Part I of the Admission
Document
"Warrants" the warrants to subscribe for up
to 9,737,353 New Ordinary Shares
at an issue price of 20p per share,
created pursuant to an instrument
dated 31 March 2011 and to be issued
to the holders of Existing Ordinary
Shares on the register of members
on 31 March 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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