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| Share Name | Share Symbol | Market | Stock Type |
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| Econergy Intl | ECG | London | Ordinary Share |
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| 0.00 | 0.00% | 45.00 | 00:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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| 45.00 |
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Posted at 15/5/2008 12:36 by praipus Offer for EconergyRNS Number : 5421U Trading Emissions PLC 15 May 2008 For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. 15 May 2008 RECOMMENDED SHARE EXCHANGE OFFER for ECONERGY INTERNATIONAL PLC by TRADING EMISSIONS PLC to be implemented by means of a Scheme of Arrangement under section 152 of the Isle of Man Companies Act 1931 Summary The board of Trading Emissions and the Independent Econergy Directors are pleased to announce that they have today reached agreement on the terms of a recommended share exchange offer by Trading Emissions for the entire issued and to be issued share capital of Econergy not already owned or otherwise contracted to be acquired by Trading Emissions or its associates.It is intended that the Offer will be implemented by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. Under the terms of the Offer, Econergy Shareholders will receive 0.233 New Trading Emissions Shares for each Econergy Share held by them. The terms of the Offer value the existing issued share capital of Econergy at approximately £27.0 million, based on the Closing Price of 133.5 pence per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement. The terms of the Offer represent a premium of: * approximately 32.4 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the announcement by Econergy that it had received a number of preliminary approaches; and * approximately 6.1 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days ended on 14 May 2008 (being the last Business Day prior to the date of this announcement). Econergy Shareholders will also have the opportunity, under the terms of the Offer, to elect to receive, as an alternative to receiving New Trading Emissions Shares, a cash alternative for their Econergy Shares in the sum of 30 pence per Econergy Share held by them. Econergy Shareholders should note that the value of the share exchange element of the Offer (once implemented and if the Scheme becomes effective in accordance with its terms) will depend upon the market value of the New Trading Emissions Shares received by them on the settlement date, and that this value may vary. Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional, inter alia, on Admission of the New Trading Emissions Shares. Trading Emissions will shortly be issuing a notice to Trading Emissions Shareholders convening an extraordinary general meeting of Trading Emissions with the purpose of proposing a resolution amending its articles of association, inter alia, to permit the issue of the New Trading Emissions Shares. The Offer will be conditional, inter alia, on such resolution being passed by the requisite majority of Trading Emissions Shareholders. The notice to Trading Emissions Shareholders will include a recommendation from the board of directors of Trading Emissions to vote in favour of this resolution. Trading Emissions is a company incorporated in the Isle of Man for the purposes of investing in environmental and emissions assets and was admitted to trading on AIM on 21 April 2005. Trading Emissions' principal objective is to make capital profits from purchasing emissions assets at appropriate prices. The core part of the portfolio is in the form of long positions in carbon assets, although some trading takes place. Trading Emissions also invests in other selected emissions assets. In addition, Trading Emissions seeks to generate income from the provision of finance for selected programmes such as aggregation, monetisation, collateralisation and other innovative approaches to carbon trading markets. Econergy is a renewable Independent Power Producer (IPP) with a carbon business focused primarily in the Americas. Its principal business groups are Independent Power Production, Carbon Markets and Consulting. Further, Econergy, along with five international development banks, developed the $25 million CleanTech Fund, a private equity fund which is focused on small-scale clean energy projects in Latin America. Econergy's strategy is to develop, build, own and operate renewable power plants. The business model is characterised by investment in long-term assets anchored by long-term contracts for the sale of energy and, in some cases, carbon credits. The Independent Econergy Directors, who have been so advised by Piper Jaffray, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Econergy Directors, Piper Jaffray has taken into account the commercial assessments of the Independent Econergy Directors. Accordingly, the Independent Econergy Directors unanimously intend to recommend that all Econergy Shareholders vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM, as those Independent Econergy Directors who hold Econergy Shares have irrevocably undertaken to do (or procure to be done) in respect of each of their own respective beneficial holdings of Econergy Shares amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share capital of Econergy. In addition, further irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have been secured in respect of, in aggregate, 32,819,599 Econergy Shares, representing approximately 37.7 per cent. of Econergy's existing issued share capital. Accordingly, irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have been received in respect of, in aggregate, 40,262,308 Econergy Shares, representing approximately 46.3 per cent. of Econergy's existing issued share capital. The Scheme Document containing the formal terms of and conditions to the Scheme will be posted to Econergy Shareholders in due course and, in any event, within 28 days following the date of this announcement. Commenting on the Offer, Thomas Stoner, one of the Independent Econergy Directors, said: "The Independent Econergy Directors have explored a number of options over the last few months to realise value for Econergy's shareholders whilst increasing the amount of short and medium term finance available to the Company. We have concluded that, in the current economic environment, Trading Emissions' proposal delivers the most certain outcome for the Company and its stakeholders and we are pleased to recommend it to Econergy's shareholders." Commenting on the Offer, Simon Shaw of EEA Fund Management Limited, the investment adviser to Trading Emissions, said: "Trading Emissions is pleased to have agreed terms with the Independent Directors of Econergy on a recommended transaction. We believe that the contribution of Trading Emissions' expertise and financial resources to Econergy's existing projects and pipeline can result in an opportunity to create value for both Econergy and Trading Emissions shareholders and a strong platform to take advantage of the increasing opportunity in clean energy projects in the Americas." Piper Jaffray is acting as financial adviser to Econergy. Cenkos is acting as financial adviser to Trading Emissions. Enquiries: EEA Fund Management Limited Tel: +44 (0)20 7553 2361 Simon Shaw Cenkos (Financial Adviser to Trading Emissions) Tel: +44 (0)20 7397 8900 Ivonne CantAdrian Hargrave (Corporate Finance) Oli Goad / Bob Morris (Corporate Broking) Haggie Financial Tel: +44 (0)20 7417 8989 Peter Rigby / Alexandra Parry Econergy Tel: +1 303 473 9007 Tom Stoner Piper Jaffray (Financial Adviser to Econergy) Tel: +44 (0)20 3142 8700 Michael Covington / Nigel Daly (Investment Banking) Amer Khan / Jamie Adams (Corporate Broking) Pelham Public Relations Tel: +44 (0)20 7743 6679 Chelsea Hayes (Director) Archie Berens (Director) The above summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices).Appendix I to this announcement contains the conditions and certain terms of the Offer.Appendix II to this announcement contains details of the irrevocable undertakings received in connection with the Scheme. Appendix III to this announcement contains further details of the bases of calculations and sources of information set out in this announcement. Terms used in the summary have the meaning given to them in Appendix IV to this announcement. For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO 15 May 2008 RECOMMENDED SHARE EXCHANGE OFFER for ECONERGY INTERNATIONAL PLC by TRADING EMISSIONS PLC to be implemented by means of a Scheme of Arrangement under section 152 of the Isle of Man Companies Act 1931 1. Introduction The board of Trading Emissions and the Independent Econergy Directors are pleased to announce that they have today reached agreement on the terms of a recommended share exchange offer by Trading Emissions for the entire issued and to be issued share capital of Econergy not already owned or otherwise contracted to be acquired by Trading Emissions or its associates.It is intended that the Offer will be implemented by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. 2. The Offer Under the terms of the Offer, which will be subject to the conditions set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document, Scheme Shareholders will be entitled to receive: for each Econergy Share 0.233 New Trading Emissions Shares The terms of the Offer value the existing issued share capital of Econergy at approximately £27.0 million, based on the Closing Price of 133.5 pence per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement. Fractions of New Trading Emissions Shares will not be allotted or issued pursuant to the Offer. Fractional entitlements to New Trading Emissions Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto. The terms of the Offer represent a premium of: * approximately 32.4 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the announcement by Econergy that it had received a number of preliminary approaches; and * approximately 6.1 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days ended on 14 May 2008 (being the last Business Day prior to the date of this announcement). Econergy Shareholders should note that the value of the share exchange element of the Offer (once implemented and if the Scheme becomes effective in accordance with its terms) will depend upon the market value of the New Trading Emissions Shares received by them on the settlement date, and that this value may vary. Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional, inter alia, on Admission of the New Trading Emissions Shares. 3. Cash alternative Econergy Shareholders will also have the opportunity, under the terms of the Offer, to elect to receive, as an alternative to receiving New Trading Emissions Shares, a cash alternative on the following basis: for each Econergy Share 30 pence representing a premium of: * approximately 27.7 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the announcement by Econergy that it had received a number of preliminary approaches; and * approximately 2.3 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days ended 14 May 2008 (being the last Business Day prior to the date of this announcement). The cash consideration payable under the cash alternative will be funded from existing cash resources available to Trading Emissions.Cenkos is satisfied that sufficient cash resources are, and will remain, available to Trading Emissions to enable it to satisfy in full the cash consideration payable to Econergy Shareholders pursuant to valid elections made under the cash alternative. 4. Background to and reasons for the recommendation On 14 April 2008, the Independent Econergy Directors announced that, having consulted with a number of its major shareholders and after an assessment of prevailing capital market conditions in the context of its short and medium term funding requirements, Econergy was seeking a sale or merger. Econergy benefits from a portfolio of wind and hydro development projects in Latin America and a number of parties including Trading Emissions have shown interest in a possible acquisition of the Company.However, Econergy requires significant working capital, arising in part from bank leverage reductions on some of its projects and the requirement to restructure the ownership of the Proyecto Eco Guanacaste project, and would also require a substantial capital injection to develop its publicly stated Phase 2 and other projects as well as to expand generally its operations. In deciding to recommend the Offer, the Independent Econergy Directors have taken into account a number of factors, including: * Econergy's current financial circumstances and, particularly in this regard, the Loan from Trading Emissions; * the underlying value of Econergy taking into account the remaining execution risks within its portfolio of clean energy projects in Latin America; * Trading Emissions' experience in the carbon markets and in investing in emissions assets; and * the published net asset value of Trading Emissions compared with its current market capitalisation. The Independent Econergy Directors also consider that the timeframe in which the Offer is expected to complete provides the Econergy Shareholders with greater certainty as to their investment. The Offer consists of a share for share exchange with a full cash alternative. The Independent Econergy Directors believe that, in exchanging their shares in Econergy for shares in Trading Emissions, the Econergy Shareholders will continue to maintain an indirect investment in the same underlying assets as well as gaining exposure to Trading Emissions' investment activities in the fast developing carbon markets and will benefit from: * a 32.4 per cent. premium to Econergy's lowest Closing Price per Econergy Share since the initial approach from Trading Emissions received on 27 March 2008 as well as a 3.7 per cent. premium to the Closing Price per Econergy Share on 14 May 2008 (in each case based on the Closing Price per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement); and * access to working capital and enhanced clarity as to the future funding of Econergy's business. Further, if the Offer completes, the Independent Econergy Directors consider that the Econergy Shareholders will also benefit from: * less exposure to the difficulty and cost of maintaining a stand-alone corporate infrastructure; * greater exposure to a more diversified asset portfolio with further potential for value growth; * improved prospects of retaining existing and attracting new personnel; and * a broader institutional shareholder base and the potential for increased liquidity. Alternatively, Econergy Shareholders could choose the certainty provided by Trading Emissions' cash alternative to the share exchange offer. The Independent Econergy Directors still see excellent long-term opportunities in Econergy's chosen markets in Latin America but, given the operational and financial challenges facing Econergy in the short-term (including the likelihood of increasing costs of bank debt and capital expenditures), the Independent Econergy Directors have concluded that the Offer, including the full assumption of Econergy's bank debt and assurances regarding the protection of the employment rights of all staff (see paragraph 16 below), is in the best interests of Econergy. 5. Irrevocable undertakings and letters of intent Those Independent Econergy Directors who hold Econergy Shares have irrevocably undertaken to vote (or procure votes) in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM in respect of each of their own respective beneficial holdings of Econergy Shares amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share capital of Econergy. In addition, further irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have been secured in respect of, in aggregate, 32,819,599 Econergy Shares, representing approximately 37.7 per cent. of Econergy's existing issued share capital. Accordingly, irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have been received in respect of, in aggregate, 40,262,308 Econergy Shares, representing approximately 46.3 per cent. of Econergy's existing issued share capital. Econergy's largest shareholder, Elsina Limited, has provided an irrevocable undertaking to Trading Emissions as it believes that the Offer would allow Econergy Shareholders to benefit from the ability of the combined group to deliver material incremental value to shareholders, as well as providing certainty to those Econergy Shareholders that choose to accept the cash alternative. Elsina Limited, a wholly owned subsidiary of the Tchenguiz Family Trust, holds approximately 18.3 per cent. of Econergy's issued share capital and has consented to the inclusion of this statement in this announcement. In addition, Trading Emissions has received a non-legally binding letter of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM in respect of 8,306,300 Econergy Shares, representing approximately 9.5%. Further details of the irrevocable undertakings and the letter of intent referred to above (including the circumstances in which certain of them lapse) are set out in Appendix II to this announcement. 6. Recommendation The Independent Econergy Directors, who have been so advised by Piper Jaffray, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Econergy Directors, Piper Jaffray has taken into account the commercial assessments of the Independent Econergy Directors. Accordingly, the Independent Econergy Directors intend unanimously to recommend all Econergy Shareholders to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM, as those Independent Econergy Directors who hold Econergy Shares have irrevocably undertaken to do (or procure to be done) in respect of each of their own respective beneficial holdings of Econergy Shares amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share capital of Econergy. 7. Interests in Econergy Shares As at the close of business on 14 May 2008 (being the last Business Date prior to the date of this announcement), save for the irrevocable undertakings referred to in paragraph 5 above and save also for the interests in Econergy Shares detailed below, neither Trading Emissions (nor any of its directors) nor any other member of the Trading Emissions Group, nor, so far as Trading Emissions is aware any person deemed by the Panel to be acting in concert with Trading Emissions, owns or controls any Econergy Shares or any securities convertible or exchangeable into Econergy Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Econergy Shares or has entered into any derivatives referenced to, Econergy Shares ("Relevant Econergy Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Econergy Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Econergy Securities. An "arrangement" also includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Econergy Securities which may be an inducement to deal or refrain from dealing in such securities. As at the date of this announcement, Trading Emissions holds 2,305,608 Econergy Shares, representing approximately 2.65 per cent. of Econergy's issued share capital. In addition, Neil Eckert (a director of Trading Emissions) holds 700,000 Econergy Shares representing approximately 0.8 per cent. of Econergy's issued share capital. 8. Information on Econergy Econergy is a renewable Independent Power Producer (IPP) with a carbon business focused primarily in the Americas. Its principal business groups are Independent Power Production, Carbon Markets and Consulting. Further, Econergy, along with five international development banks, developed the $25 million CleanTech Fund, a private equity fund which is focused on small-scale clean energy projects in Latin America. Econergy's strategy is to develop, build, own and operate renewable power plants. The business model is characterised by investment in long-term assets anchored by long-term contracts for the sale of energy and, in some cases, carbon credits. Latin America is the principal market for Econergy's investments given its significant need for power and support for renewable energy. Econergy is also increasing its efforts in the United States. The Independent Econergy Directors continue to believe that Econergy's key markets have good long-term growth potential as energy scarcity remains a critical issue in Latin America and as the United States moves towards new state and federal regulations supporting renewable energy. As of April 2008, Econergy had one project in operation totalling 147 MW of gross installed capacity, five projects in construction totalling 118.9 MW and an additional 60 MW in late-stage development. For Econergy's financial year ended 31 December 2007, revenues increased by 500% to $25.4 million (2006: $5.0 million) with 78.4 per cent. of revenues derived from power production, while the loss from operations reduced to $0.4 million (2006: loss of $9.2 million). The net loss for the same period decreased by 40 per cent. to $5.1 million (2006: $8.6 million).The total consolidated cash balance as at the same date was $37 million with consolidated debt of $47 million. 9. Information on Trading Emissions Trading Emissions is a company incorporated in the Isle of Man for the purposes of investing in environmental and emissions assets and was admitted to trading on AIM on 21 April 2005. Trading Emissions' market capitalisation on 14 May 2008 (being the last Business Day prior to the date of this announcement) was approximately £373.8 million. The Closing Price per Trading Emissions Share on 14 May 2008 (being the last Business Day prior to the date of this announcement) was 133.5 pence; its last published net asset value per Trading Emissions Share as at 31 December 2007 was 184.41 pence. Trading Emissions' principal objective is to make capital profits from purchasing emissions assets at appropriate prices. The core part of the portfolio is in the form of long positions in carbon assets, although some trading takes place. Trading Emissions also invests in other selected emissions assets. In addition, Trading Emissions seeks to generate income from the provision of finance for selected programmes such as aggregation, monetisation, collateralisation and other innovative approaches to carbon trading. Trading Emissions' investment strategy follows two underlying principles: * the creative deployment of capital to obtain carbon credits at reasonable prices, such investments including the use of equity, debt and various instruments such as ERPAs; and * the rapid adaptation to changing market conditions and emerging opportunities. EEA acts as principal investment adviser to Trading Emissions, with responsibility for originating, appraising and presenting investment proposals to Trading Emissions in accordance with the investment policy and objectives that the board of Trading Emissions sets out from time to time. The board of Trading Emissions may also wish to use other investment advisers from time to time, in which case, and under the direction of the board of Trading Emissions, EEA will sub-contract relevant functions of its investment advisory services. The decision as to whether or not to make an investment is made solely at the discretion of the board of Trading Emissions. EEA does not have any influence over those decisions save that where considered appropriate, EEA may be given limited discretion when implementing the investment decisions of the board of Trading Emissions. 10. Future plans for Econergy The board of Trading Emissions believes that the combination of Trading Emissions and Econergy has clear strategic and financial logic for both Trading Emissions and Econergy and that it represents an opportunity to create shareholder value for both the Econergy Shareholders and existing Trading Emissions Shareholders. The board of Trading Emissions believes that the experience of its investment adviser in sourcing, operating and managing clean energy projects will be complementary to the skill set of the current Econergy directors and employees. Trading Emissions intends to continue managing the projects that are already operated by Econergy and to assist in financing these projects as they develop. The board of Trading Emissions also believes that Econergy will benefit from the additional financial resources that will be available to it as a subsidiary of Trading Emissions. This will assist Econergy in financing additional projects and also provide greater evidence of Econergy's ability to finance projects when in negotiations with potential partners. 11. Econergy Stock Option Plan It is the intention of Trading Emissions to make appropriate proposals to holders of options under the Econergy Stock Option Plan at the same time as the Scheme Document is sent to Econergy Shareholders. 12. Trading Emissions Shareholder Approvals Trading Emissions will shortly be issuing a notice to Trading Emissions Shareholders convening an extraordinary general meeting of Trading Emissions with the purpose of proposing a resolution amending its articles of association, inter alia, to permit the issue of the New Trading Emissions Shares. The Offer will be conditional, inter alia, on such resolution being passed by the requisite majority of Trading Emissions Shareholders. The notice to Trading Emissions Shareholders will include a recommendation from the board of directors of Trading Emissions to vote in favour of this resolution. 13. Structure of the Offer It is intended that the Offer will be implemented by means of a scheme of arrangement between Econergy and the Econergy Shareholders under section 152 of the Isle of Man Companies Act 1931. The procedure involves an application by Econergy to the Court to sanction the Scheme and, assuming such sanction is granted and the Scheme becomes effective in accordance with its terms (and subject to the Offer becoming unconditional), Econergy Shareholders will receive New Trading Emissions Shares (as described in paragraph 2 above), unless they make a valid election to receive the cash alternative. To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent.in value of the Scheme Shares held by such Scheme Shareholders, together with the sanction of the Court and the passing of the resolutions necessary to implement the Scheme at the Econergy EGM. The Scheme will only become effective upon delivery to the Financial Supervision Commission of a copy of the Court order. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Econergy EGM. The Offer will be made on the terms and subject to the Conditions set out in this announcement and to be set out in the Scheme Document, including the obtaining of approvals of Trading Emissions Shareholders as referred to in paragraph 12, approvals by Econergy Shareholders, the sanction of the Scheme by the Court and Admission of New Trading Emissions Shares. Trading Emissions and Econergy have been advised that the consents of certain Brazilian public authorities and entities (being the Brazilian Electricity Regulatory Agency, Agencia Nacional de Energia Eletrica; Centrais Eletricas do Brasil, S.A; and the Brazilian Development Bank, Banco Nacional de Desenvolvimento Economico e Social) will be required prior to the Offer being completed and, accordingly, the Offer will be conditional, inter alia, upon these consents being obtained.Trading Emissions and Econergy have been advised that one of these consents may take up to 180 days to secure from the date of the consent being requested. Accordingly, it is anticipated that the timetable for implementing the Scheme may be extended beyond that which is customary for similar schemes of arrangement. Further details on the need to obtain Brazilian consents and the implications for the proposed timetable will be set out in the Scheme Document. It is the intention of Trading Emissions to endeavour to expedite the securing of these consents and in this regard application to the relevant parties will be made as soon as practicable following the publication of this announcement. Given the possible extended duration of the Scheme timetable, Trading Emissions remains mindful of Econergy's ongoing working capital requirements during the Scheme period, in particular, the requirement to refinance certain projects by 31 July 2008. Without creating any legally binding commitment and subject to the Scheme being approved by the requisite majority of Econergy shareholders, it is Trading Emissions' intention to support, on terms reasonably acceptable to it, any reasonable request from Econergy in the relevant period to enable Econergy to meet its ongoing working capital requirements. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Econergy EGM and the expected timetable. The Scheme Document will be dispatched to Econergy Shareholders in due course and, in any event, within 28 days following the date of this announcement. 14. Implementation Agreement Trading Emissions and Econergy have entered into an Implementation Agreement in relation to the Offer which contains provisions regarding implementation of the Offer and certain confirmations and assurances between the parties. Econergy has undertaken, amongst other things and subject to the fiduciary duties of the directors of Econergy, that it shall not, directly or indirectly, solicit, (intentionally) encourage or otherwise seek to procure any competing offer for Econergy or make any initial or further approach to, entertain an approach from or enter into or continue negotiations with, any other person with a view to a transaction taking place which might preclude or materially restrict or delay the Offer (save that Econergy shall be entitled to respond to information requests from such persons) and it will notify Trading Emissions without delay in writing of any approach made to it or to any member of its group (without being required to disclose the identity of the person making the approach) with a view to it entering into or continuing negotiations in connection with any competing offer for Econergy. In the event that Econergy receives a proposal of a firm intention to make a competing offer which represents a premium to the price per share offered under the Offer, the Independent Econergy Directors will not withdraw or qualify their recommendation of the Offer until the earlier of (i) Trading Emissions informing Econergy that it does not intend to increase the value of the Offer to a value equal to or greater than that provided under the competing proposal and (ii) 36 hours after Trading Emissions being notified of such competing proposal by Econergy or, if Trading Emissions confirms within such 36 hour period to Econergy that it intends to increase the value of the Offer to a value per Scheme Share equal to or greater than that provided for under such competing proposal, 72 hours following Trading Emissions being notified of such proposal by Econergy or such earlier time as Trading Emissions announces such an increase. 15. Loan Agreement Trading Emissions has entered into a loan agreement with Econergy Energy Generation Limited ("Econergy Generation") and Enerwinds De Costa Rica S.A. pursuant to which Trading Emissions has agreed to lend the sum of US$20 million to Econergy Generation for the purposes of providing funding predominantly in relation to the acquisition of shares in Econergy's Costa Rican project, and financing its operations, and also its Brazilian Beberibe wind project. Subject to the following, the loan is for a term of eighteen months and shall be at an initial interest rate of LIBOR plus 5 per cent.per annum. After the period of 120 days from the date of the loan agreement if the Scheme has or becomes incapable of being implemented in accordance with its terms (a "Trigger Date"), the interest shall continue to accrue at that rate for a period of 30 days from the Trigger Date (the "Initial Trigger Period"). Following the Initial Trigger Period, the interest shall accrue at the rate of LIBOR plus 10 per cent.per annum for a period of 90 days following the Initial Trigger Period. Thereafter, interest shall continue to accrue at the rate of LIBOR plus 10 per cent. per annum but Trading Emissions shall have the right to be repaid any outstanding principal sum together with any accrued interest on demand. If Econergy Generation chooses to prepay the loan, a prepayment fee of 0.025 of the loan amount will be paid to Trading Emissions. The loan contains a mandatory prepayment on change of control of Econergy other than in connection with the Offer, when the same prepayment fee will be payable. The loan is secured by pledges over certain shares which are direct or indirect subsidiaries of Econergy. The entry into of loan arrangements like this can be construed as constituting frustrating action under Rule 21.1 of the Code and, if so, require the approval of shareholders in general meeting. In view of this, it was agreed with the Panel that, given Econergy's need to secure the requisite funding within a short period of time, the obtaining of prior written approval (both in respect of the entry into of the loan and the use to which the loan monies are to be put) from Econergy Shareholders holding more than 50 per cent. of the Econergy Shares capable of being voted in general meeting would obviate the need to seek such approval in general meeting. Such written approval was, therefore, secured prior to the entry into the loan by Econergy. 16. Management and employees Trading Emissions has given assurances to the Independent Econergy Directors that the existing employment rights, including pension rights, of all of the management and employees of Econergy will be fully safeguarded following the Scheme becoming effective. The non-executive directors of Econergy have indicated that they intend to stand down from the Econergy board of directors upon the Offer being completed. 17. New Trading Emissions Shares Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional, inter alia, upon Admission of the New Trading Emissions Shares. The New Trading Emissions Shares issued pursuant to the Offer will rank pari passu with the existing Trading Emissions Shares including in respect of all dividends proposed, made, paid or declared from the time they are issued and allotted. Fractions of New Trading Emissions Shares will not be allotted or issued pursuant to the Offer. Fractional entitlements to New Trading Emissions Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto. It is expected that the New Trading Emissions Shares will be issued into the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US Persons) who are or will be "affiliates" within the meaning of the US Securities Act of Trading Emissions or Econergy prior to, or of Trading Emissions after, the Effective Date may be subject to certain transfer restrictions relating to the New Trading Emissions Shares received in connection with the Offer. 18. Lock-in arrangements Lock in deeds dated 14 May 2008 have been entered into between Trading Emissions, Cenkos and each of Frederick Renner and Thomas Stoner who, following the Scheme being implemented in accordance with its terms, shall hold interests in Trading Emissions Shares. Pursuant to the terms of these deeds, each of Mr. Renner and Mr. Stoner have, subject to certain exceptions, undertaken that they shall not at any time prior to the first anniversary of the Effective Date, without the prior written consent of Trading Emissions and Cenkos, dispose of any of the Trading Emissions Shares acquired pursuant to the Scheme in which they are interested. The deeds also contain orderly marketing provisions which prevent any of the foregoing from disposing of any interests in Trading Emissions Shares except through Cenkos or through Trading Emissions' brokers from time to time. 19. Cancellation of trading in Econergy Shares on AIM and re-registration Following the Scheme becoming effective and subject to any applicable requirements of the London Stock Exchange, Trading Emissions intends to procure that Econergy applies to the London Stock Exchange for the cancellation of trading in Econergy Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Scheme becomes effective. It is also intended that, following the Offer becoming or being declared unconditional in all respects, Econergy will be re-registered as a private company. 20. Overseas Shareholders The availability of the Offer to persons not resident in the Isle of Man or the United Kingdom and/or ability of such persons to receive New Trading Emissions Shares as consideration for their Econergy Shares may be prohibited or affected by the laws of other relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. In particular, where the delivery of New Trading Emissions Shares to an Econergy Shareholder would or may infringe the laws of any jurisdiction or require the obtaining of governmental or other consents or registrations or filings which Trading Emissions or Econergy are unable to obtain or with which Trading Emissions or Econergy is unable to comply, or which Trading Emissions or Econergy regard as unduly onerous, Trading Emissions and Econergy may elect that the New Trading Emissions Shares should be delivered to a nominee and sold with the proceeds of sale (less dealing costs) being remitted to the relevant Econergy Shareholder. No assurance can be given as to the price that will be received on such sale of New Trading Emissions Shares. Further details in relation to overseas shareholders will be contained in the Scheme Document. 21. General Trading Emissions reserves the right, with the consent of the Panel, to elect to implement the Offer by making a takeover offer for the entire issued and to be issued share capital of Econergy not already owned or otherwise contracted to be acquired by Trading Emissions or its associates. If Trading Emissions elects to implement the Offer by a takeover offer, that offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme. Furthermore, if sufficient acceptances of such offer are received and/or sufficient Econergy Shares are otherwise acquired, it is the intention of Trading Emissions to apply the applicable statutory provisions to acquire compulsorily any outstanding Econergy Shares to which such offer relates. Appendix I to this announcement sets out the conditions to which the Offer and Scheme will be subject. Appendix II to this announcement contains details of the irrevocable undertakings received by Trading Emissions. Appendix III to this announcement contains further details of the bases of calculations and sources of information set out in this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement. Enquiries: EEA Fund Management Limited Tel: +44 (0)20 7553 2361 Simon Shaw Cenkos (Financial Adviser to Trading Emissions) Tel: +44 (0)20 7397 8900 Ivonne CantAdrian Hargrave (Corporate Finance) Oli Goad / Bob Morris (Corporate Broking) Haggie Financial Tel: +44 (0)20 7417 8989 Peter Rigby / Alexandra Parry Econergy Tel: +1 303 473 9007 Tom Stoner Piper Jaffray (Financial Adviser to Econergy) Tel: +44 (0)20 3142 8700 Michael Covington / Nigel Daly (Investment Banking) Amer Khan / Jamie Adams (Corporate Broking) Pelham Public Relations Tel: +44 (0)20 7743 6679 Chelsea Hayes (Director) Archie Berens (Director) Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Trading Emissions and for no-one else in relation to the Offer and will not be responsible to anyone other than Trading Emissions for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Offer or any matters referred to herein. Piper Jaffray, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Econergy and for no-one else in relation to the Offer and will not be responsible to anyone other than Econergy for providing the protections afforded to customers of Piper Jaffray or for affording advice in relation to the Offer or any matters referred to in this announcement. Distribution of announcement and other matters The distribution of this announcement and the availability of the Offer in jurisdictions other than the Isle of Man and the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the Isle of Man and the United Kingdom should inform themselves about, and observe, any applicable requirements.This announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of, complying with Isle of Man law, English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the Isle of Man and England. Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any such jurisdiction. The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since that date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performances of Econergy or Trading Emissions, except where otherwise stated. No person has been authorised to make any representations on behalf of Econergy or Trading Emissions concerning the Offer or the Scheme which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so authorised. This announcement does not constitute a prospectus or prospectus equivalent document. No person should construe the contents of this document as legal, financial or tax advice and should consult their own advisers in connection with the matters contained herein. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not an offer of securities in the United States of America or in any jurisdiction in which such an offer is unlawful. The New Trading Emissions Shares to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act or under the securities laws of any state of the United States of America and may not be offered or sold in the United States of America, absent registration or an applicable exemption from registration. The relevant clearances have not been, and (unless Trading Emissions otherwise determines) will not be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus, information memorandum or other documents relating to the New Trading Emissions Shares has been or will be filed or registration made under any securities laws of any province or territory of Canada nor has any prospectus, information memorandum or other documents relating to the New Trading Emissions Shares been, or will be lodged with, or registered by, the Australian Securities Investments Commission or the Japanese Ministry of Finance and the New Trading Emissions Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia, or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, the New Trading Emissions Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into or from the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States of America, Canada, Australia or Japan. It is expected that the New Trading Emissions Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US Persons) who are or will be "affiliates" within the meaning of the US Securities Act of Trading Emissions or Econergy prior to, or of Trading Emissions after, the Effective Date may be subject to certain transfer restrictions relating to the New Trading Emissions Shares received in connection with the Offer. Notice to US investors in Econergy: the Offer relates to the shares of an Isle of Man company and is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Offer is subject to the disclosure requirements and practices applicable in the Isle of Man and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the documentation will have been prepared in accordance with accounting standards applicable to the Isle of Man and the United Kingdom that may not be comparable to the financial statements of US companies. If the Offer is implemented by way of a takeover offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Offer is implemented by way of a takeover offer, Trading Emissions does not presently intend to register the New Trading Emissions Shares to be issued in connection with such offer under the US Securities Act or under the securities laws of any state, district, or other jurisdiction of the United States and any issuance of New Trading Emissions Shares in a takeover offer will be conducted except pursuant to applicable exemptions from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Trading Emissions does not intend to register any such New Trading Emissions Shares or part thereof in the United States or to conduct a public offering of the New Trading Emissions Shares in the United States. Forward looking statements This announcement contains statements with respect to the financial condition, results of operations and business of Econergy and the Econergy Group and certain plans and objectives of the boards of directors of Econergy and Trading Emissions that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", " expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Econergy and Trading Emissions in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Econergy and Trading Emissions assume no obligation to update or correct the information contained in this document. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.or more of any class of "relevant securities" of Econergy or of Trading Emissions, all "dealings" in any such "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the period for which such Offer is open for acceptance otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Econergy or Trading Emissions, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Econergy or of Trading Emissions by Trading Emissions or by Econergy, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel. APPENDIX I CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER 1. Conditions to the Scheme The Offer will be conditional upon the Scheme becoming or being declared unconditional and becoming effective, subject to the Code, by not later than 30 November 2008 or such later date (if any) as Trading Emissions and Econergy may agree and the Court and the Panel may allow. The Scheme will be conditional upon: (a) the approval of the Scheme by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of that meeting; (b) the resolutions required to approve and implement the Scheme being duly passed by the requisite majority(ies) at the Econergy EGM or at any adjournment of that meeting; and (c) the sanction (with or without modification, on terms reasonably acceptable to Trading Emissions and Econergy) of the Scheme by the Court and an office copy of the Scheme Court Order being delivered for registration to the Financial Supervision Commission. 2. Conditions to the Offer Trading Emissions and Econergy have agreed that, subject as stated below, the Offer will be also conditional upon the following Conditions and, accordingly, that the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or (where capable of waiver) waived: (a) the approval by the Trading Emissions Shareholders of such resolution or resolutions as are necessary to approve implement and effect the Offer, including a resolution or resolutions to amend the articles of association of Trading Emissions and to authorise the issue of the New Trading Emissions Shares; (b) the London Stock Exchange announcing its decision to admit to trading on AIM the New Trading Emissions Shares (subject only to the allotment of such shares) and such Admission becoming effective in accordance with the AIM Rules; (c) the Implementation Agreement not having been terminated in accordance with its terms; (d) the Brazilian Electricity Regulatory Agency (Agcia Nacional de Energia Elrica) giving notice in writing, in terms reasonably satisfactory to Trading Emissions, of its approval in respect of the change of control of the Econergy affiliate holding the authorisation for the Pedra do Sal Wind Farm, which would result from the implementation of the Offer; (e) the company Centrais Elricas do Brasil, S.A. giving notice in writing, in terms reasonably satisfactory to Trading Emissions, of its approval in respect of the change of control of the Econergy affiliates holding the authorisations for the Beberibe Wind Farm, the Pedra do Sal Wind Farm and the Areia Branca Hydroelectric Plant, which would result from the implementation of the Offer; (f) the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econco e Social) giving notice in writing, in terms reasonably satisfactory to Trading Emissions, of its approval in respect of the change of control of the Econergy affiliates holding the authorisations for the Beberibe Wind Farm and the Areia Branca Hydroelectric Plant, which would result from the implementation of the Offer; (g) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, court, central bank, trade agency, association, authority (including any national or international anti-trust or merger control authority), institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, suit, proceedings, investigation, enquiry or reference, or having enacted, made or proposed any statute, regulation, order or decision, or having required any action to be taken or information to be provided or having taken any other step or otherwise done anything which would or might reasonably be expected to: (i) make the Offer or its implementation, or the acquisition or the proposed acquisition by Trading Emissions of any shares or other securities in, or control of, Econergy or any member of the Wider Econergy Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose additional conditions or financial or other obligations with respect thereto, or otherwise challenge or interfere therewith; (ii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Trading Emissions Group of any Econergy Shares or of any shares in a member of the Wider Trading Emissions Group; (iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Trading Emissions Group or by any member of the Wider Econergy Group of all or any portion of their respective businesses, assets or property, or impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof; (iv) impose any limitation on, or result in any delay in, the ability of any member of the Wider Trading Emissions Group or any member of the Wider Econergy Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Econergy Shares or any shares or securities convertible into Econergy Shares or to exercise voting or management control over any member of the Wider Econergy Group or any member of the Wider Trading Emissions Group; (v) except pursuant to the Offer, require any member of the Wider Trading Emissions Group and/or of the Wider Econergy Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Wider Econergy Group owned by or owed to any third party; (vi) impose any limitation on the ability of any member of the Wider Trading Emissions Group and/or of the Wider Econergy Group to integrate or co-ordinate its business, or any material part of it, with the business of any member of the Wider Econergy Group or of the Wider Trading Emissions Group respectively; (vii) result in any member of the Wider Trading Emissions Group or any member of |
Posted at 14/4/2008 07:45 by david77 CfDs:Sunday Telegraph - Jack Petchey, the 82-yr-old entrepreneur, has amassed a secret stake in Pendragon, the UK's largest car dealership. By building his 13pc holding thru CfDs, Petchey has not been required to declare his stake-building. Stock Exchange rules require investors to delare holdings in excess of 3%, but because holders of CfDs do not, theoretically, own the shares they do not have to disclose their interest unless the company is in a takeover situation. |
Posted at 27/12/2007 07:40 by poppa07 Econergy International Plc27 December 2007 27 December 2007 Econergy International PLC Proyeto Elico Guanacaste joint venture ("PEG") wind project Update Econergy International PLC ("Econergy International" or the "Company"), a renewable Independent Power Producer ("IPP") focused primarily in the Americas, announces that it has executed a Power Purchase Agreement ("PPA") and has signed a mandate letter with the Nord/LB Group for a debt facility for the PEG wind project in Costa Rica. As announced in Econergy International's press release dated 28 August 2007, the Consortium signed an EPK (O&M) agreement with ENERCON to supply, install and fully maintain fifty-five E-44/900 kW wind turbines at the PEG project site. A 20 year PPA has been finalized with Instituto Costarricense de Electricidad, the national electricity company of Costa Rica. Econergy and its partners in the PEG project, Saret de Costa Rica, S.A. ("Saret") and Juwi GmbH (together the "Consortium") will work with the Costa Rican government's Controlaria in the first quarter of 2008 to approve the the PPA. PEG has also signed a project financing mandate letter to provide non-recourse long-term financing of up to US$75 million for the project. Saret, currently a 44.1% shareholder in PEG, has informed Econergy that it does not expect to be able to fund its share of capital contributions to PEG which were expected to be US$13.5 million in aggregate. Econergy International had previously entered into a loan with Saret for the principal amount of approximately EUR 1.06 million to assist Saret in funding its share of amounts required by PEG to meet payments under supplier agreements. This loan is secured by a portion of Saret's shares in PEG representing 6% of PEG but is now in default and Econergy International has the right to foreclose on its security. Assuming foreclosure, the Company would become a 51.9% shareholder of PEG which would give Econergy International a controlling interest in PEG and require it to consolidate PEG's results in its consolidated financial statements. The total additional future capital contributions for the project expected to be payable by Saret were to be US$12 million, which in the short term could be funded by the Company, if so required. Econergy International is now in preliminary discussions with potential investors who may be interested in acquiring the remainder of Saret's ownership interests in PEG. PEG is expected to be operational by the end of the first quarter of 2009. --ENDS-- NOTES FOR EDITORS Econergy International Econergy International is a renewable Independent Power Producer (IPP) focused primarily in the Americas. The Company's strategy is to develop, build, own and operate renewable power plants as well as optimize clean energy assets that add economic value. Econergy International's Latin American portfolio to date includes the acquisition and development of hydroelectric and wind power projects in Bolivia, Brazil, Mexico, Costa Rica and Chile. In the US, the Company's focus is on generating renewable electricity from biomass resources including agricultural wastes, dedicated energy crops, and municipal solid waste. Other sources of renewable energy are explored according to the Company's investment strategy which is built around delivering the optimal risk adjusted rate of return to shareholders. The Company now has one coal mine methane capture and use project under construction in the US. Econergy International has more than 11,000 wind turbines installed in over 30 countries with total power exceeding 12.1 GW. In addition to developing renewable power projects, Econergy International is also actively engaged in the carbon markets and provides advisory services, all of which give Econergy International its unique ability to source projects in its core markets. For further information visit: www.econergy.com Contacts: Econergy International PLC Tom Stoner, Chief Executive Tel: +1 303 473 9007 Suzanna Rosenberg, Marketing & Communications Director Tel: +1 202 822 4980 Dresdner Kleinwort Tel: +44 (0)20 7623 8000 Angus Kerr Pelham Public Relations |
Posted at 10/5/2007 10:06 by david77 Why? it means that other IGIndex clients like the share and have bought as spreadbets. These investors reckon that the future growth in the share price will be more than the interest costs incurred with spreadbets. |
Posted at 20/4/2007 15:04 by utwiq Thanks damofarl. My take on ECG is that it offers a very attractive utility/carbon play. Most of my investments are in resource stocks (metals, uranium, oil/gas) and I've been looking to take advantage of the need, which the industrialisation/ur |
Posted at 20/4/2007 07:42 by david77 When an investor/gambler takes out a long (buy) spreadbet, IGIndex buy the underlying shares so that they avoid any risk for themselves. I tried to buy ECG as a spreadbet today but IG already hold over 2% so won't buy any more. |
Posted at 07/4/2007 11:27 by david77 Damofarl - I don't know when results are to be released but CGT status looks ok. I paid a fortune in CGT recently and will have another to pay next Jan, so I try to buy qualifying AIM shares and hold them for two years or more.------- Dear David Thanks, your email found me eventually. It certainly seems that Econergy would qualify, but to get comfort you should speak to your own legal advisor. Thanks Tom From: stonebanks@ntlworld. Sent: Friday, March 30, 2007 3:52 AM To: Suzanna Rosenberg Subject: Someone has filled out your form - Econergy! Someone has filled out your form - Econergy! Name : David Stoebanks Title : Organization : Street Address : Address (cont.) : City : State : Zip : Code Country : Work Phone : Fax : Email : stonebanks@ntlworld. Comments : For the attention of the Company Secretary Dear Sir I am a UK private investor. Can you please tell me whether this company qualifies as a business asset - meaning reduced CGT after holding for a year or two? To qualify, it must be a trading company and must not be listed other than on the UK AIM. Thanks David Stonebanks Dr Tom Frost Corporate Finance direct: +44 (0) 20 7776 1485 mobile: +44 (0) 7764 191 340 Numis Securities Ltd Cheapside House 138 Cheapside London. EC2V 6LH -------------- Dear Mr Stonebanks, Please see below the answers to your questions. If you have any further queries please feel free to contact Helene Crook (helene.crook@ecxeur 1) We are unable to give you advice, please contact your financial adviser or accountant. 2) Econergy is a trading company and has offices in Boulder, Colorado, and Washington, DC, USA, Sao Paulo, Brazil, and Monterrey, Mexico. It has under development 40 clean energy projects throughout Latin America that may also sell carbon credits under the Clean Development Mechanism. In addition to the carbon trades it brokers, it also takes equity stakes in projects which yield carbon credits. Typically these are clean energy investments in wind power, small-scale hydro, bagasse cogeneration, and other forms of clean energy. 3) Econergy’s shares are not traded on any other stock market. I hope this helps. Best wishes Alexandra Parry Haggie Financial LLP Roman House Wood Street London EC2Y 5BA |
Posted at 04/4/2007 13:57 by damofarl david77; judging from your own answer, and similar points made on other threads, ECG would be eligible. One point that was made by an investor elsewhere, that one should be mindful of, was that it is imperative that you contact your taxman direct and ask him, as they do not seem to have a uniform apllication, and individual taxmans 'opinions' can come to bear.what do you think ECG's prospects/attraction for you are generally? D. |
Posted at 03/4/2007 17:55 by david77 Looks as though it should qualify as a business asset:Dear Mr Stonebanks, Please see below the answers to your questions. If you have any further queries please feel free to contact Helene Crook (helene.crook@ecxeur 1) We are unable to give you advice, please contact your financial adviser or accountant. 2) Econergy is a trading company and has offices in Boulder, Colorado, and Washington, DC, USA, Sao Paulo, Brazil, and Monterrey, Mexico. It has under development 40 clean energy projects throughout Latin America that may also sell carbon credits under the Clean Development Mechanism. In addition to the carbon trades it brokers, it also takes equity stakes in projects which yield carbon credits. Typically these are clean energy investments in wind power, small-scale hydro, bagasse cogeneration, and other forms of clean energy. 3) Econergy’s shares are not traded on any other stock market. I hope this helps. Best wishes Alexandra Parry Haggie Financial LLP |
Posted at 07/4/2006 08:05 by wh0sthedaddy Agreed - it seems like econergy is not on the radar of many investors yet (no trades today as far as i can see) but as news like this filters through we should hopefully see some action. |
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