Econergy Share Discussion Threads

[gdp2] 18/5/2008 14:09

No mention from Tchenquiz yet, so a counter offer may be on the cards but he always motioned that he was assesing his options, not specifically looking to buy ECG.
D77 cannot see anything like that happening, Econergy for phase 2 requires around $120million IMO.

[david77] 18/5/2008 12:29

I too am disappointed by the offer value. I've been away for over a week so only just seen this. What happened to other offers? What is the chance of a shareholder meeting to discuss finance position?

[gdp2] 15/5/2008 19:52

TRE must be giggling.
The climate is not strong enough for a share issue IMO. And financing wise ECG had very few other options. Although the offer clearly does undervalue ECG's business the potential finance shortfall makes this the most sensible route. TRE have a NAV of 183p. ECG i'd say, now with the ability to fund the rest of their portfolio together with future income streams starting in 09 of $50million+ could add 40 - 60p to this value in the next 2 years.
TRE then worth 220p IMO. So I'm happy that this is the best option for ECG but slightly dismayed at the low price. Will be holding my shares for conversion to TRE.

[armand traore] 15/5/2008 15:37

i am not happy with this deal. surely the management should have had more nous about them in the current GREEN climate to be able to raise funds to complete their business plans. this is a derisory offer from TRE imo,
i hold TRE as well but still expected more then the current price.

[praipus] 15/5/2008 14:53

Personally happy to take TRE shares implied NAV value of 42p but cant help feeling they could have got a better price with oil pointing at $200, US elections looking pro renewables and carbon trading looking more and more likely tobecome the biggest sinlge commodities market in the world. Perhaps some of the CLE magic will start to rub off on TRE.

[praipus] 15/5/2008 13:36

Offer for Econergy




RNS 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: [phone]
Simon Shaw
Cenkos (Financial Adviser to Trading Emissions) Tel: [phone]
Ivonne CantAdrian Hargrave (Corporate Finance)
Oli Goad / Bob Morris (Corporate Broking)
Haggie Financial Tel: [phone]
Peter Rigby / Alexandra Parry
Econergy Tel: [phone]
Tom Stoner
Piper Jaffray (Financial Adviser to Econergy) Tel: [phone]
Michael Covington / Nigel Daly (Investment
Banking)
Amer Khan / Jamie Adams (Corporate Broking)
Pelham Public Relations Tel: [phone]
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: [phone]
Simon Shaw
Cenkos (Financial Adviser to Trading Emissions) Tel: [phone]
Ivonne CantAdrian Hargrave (Corporate Finance)
Oli Goad / Bob Morris (Corporate Broking)
Haggie Financial Tel: [phone]
Peter Rigby / Alexandra Parry
Econergy Tel: [phone]
Tom Stoner
Piper Jaffray (Financial Adviser to Econergy) Tel: [phone]
Michael Covington / Nigel Daly (Investment
Banking)
Amer Khan / Jamie Adams (Corporate Broking)
Pelham Public Relations Tel: [phone]
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

[gdp2] 14/5/2008 13:00

A move! 0.5p

[gdp2] 06/5/2008 12:52

Praipus Yes I have just generalised 1£ = 2$. I have not made any adjustments for oil as I do not believe it impacts ECG's business in any what that could be added to ECG's NAV.

Pre-Lims out this morning;
My Negatives
It does appear financing is becoming a real problem for ECG, the default by Saret on its part of the PEG project appears to have impacted ECG's financial requirements heavily. I would certainly not rule out a fund raising over the next 6 months and I am not quite sure why this isn't already taking place unless the bidders have asked for no extra equity to be issued. Certainly though as a lone entity ECG will require funding soon.
Strengthening Real vs Dollar continues to Impact ECG's profitability.
Several cost overruns across nearly all projects. El Nino weather impacting Brazilian projects along with unseen geological problems. Financing holding back the rapid development of projects.
A small litigation case regarding Pipoca has been brought against ECG and its affiliates, this will however unlikely impact ECG's financial position.

Positives
Revenues increased by 500 per cent to $25.4m (2006: $5.0m) with 78.4 per cent of revenues derived from power production (Only Corani!)
Loss from operations reduced to $0.4m (2006: loss of $9.2m)
The "Company remains on track to deliver all 5 projects under construction into operational status by the end of 2008" Which means Corani will generate $23.88m per year (After adding in the missing months of Jan and Feb)or $325'000 per MW, taking these figures and applying it to the 2009 full year figures which will include all under construction projects;
159MW Net = 159 x 325'000 = $51.67m per year in revenue from Power Production. Add to this the revenue from the other areas of the business which accounted for $5.48m of revenue in 07, we have a conservative revenue figure of $57.15m p.a from 09 onwards (Corani is currently being upgraded by 3MW)
Takeover News - "Talks regarding these approaches continue and in the case of one party are at a relatively advanced stage" - I assume Tchenquiz, who understands the true value of ECG. He may be able to buy ECG for cheap considering their financing needs and it does appear that the board are highly akin to selling the company to deliver value for shareholders.
Cambria expected to enter operations in May.
The risk factors across all projects have been severely reduced, therefore any bid should not discount the shares too heavily on the risk for projects since financing, equipment, leases and electricity sale contracts are all already in place.

Valuation Update
ECG has said that it is selling 27% (Equivalent to 5.4MW) of Areia Branca to FMO, a Dutch Bank, for $4.8m. This suggests a price of $888'000 per MW. Which is equates to $141.28m for all of ECG's assets.
=$141.28M – 30% tax = $98.89M
=£49.44M
=£49,440,000 / 87,000,000Shares = 56.82p Per Share NAV
Therefore I still believe ECG's is undervalued at these prices and would not like to see a bid below 55p take it off the market, couple this NAV base with the Future revenue Per Annum starting in 09 of $57.15m it is easy to see why.
Bear in Mind also that I am not sure how to value the CER's that all ECG's projects will create, but for a small bit of info the PEG project will generate 37'000 CER's annually through 2012, and the EU currently prices them at 16Euros. Therefore 16 x 37'000 = 592'000Euros of extra revenue.

Outlook
The company has released its 08 objectives, barring a takeover, of securing financing for the company's long term future, bringing all 5 projects under construction online and securing a lower financial gearing across all projects. If these could be fulfilled and a takeover avoided it would be high times for us, with 150p plus not unlikely in 2010.

[praipus] 06/5/2008 10:03

GDP2 do your value calculations include $ V £ and Oil (currently through $120)?

[gdp2] 02/5/2008 14:52

Only saw the share because of the Tchenquiz association.
Does look risky, looking for finance in a market with very little available. I've only just glanced at them, but not sure how to value their waste business, where as with ECG i can value their projects.

[asparks] 02/5/2008 13:03

GDP2 are you in RGY?
Its a risky investment - but I believe could be due a major recovery

[gdp2] 02/5/2008 11:46

If ECG isnt taken over they may have to issue some new equity which could depress the share price further.
And if they are taken over I am worried that it seems some institutions have already sold their holdings at 30 odd p to tchenguiz which could suggest that the eventual take-out price will be lower than hoped.
I Believe they're assets are worth at least 60p a share and would hope this would be the lowest offer accepted by the board (See Earlier posts)
The Interims are only 10 days away now, and news of Cambria and Beberibe 'coming operational should deliver support to the share price and increase ECG's valuation as there would now be now investment risk in those projects to discount for.

In other news Tchenguiz appears to be on a buying run ...
ReEnergy Group Plc. said Gallastico Ltd is now interested in 11.18 million shares, equivalent to a 10.98 percent stake, following an acquisition of shares on April 23.

The waste management and sustainable energy company also said Vantania Holdings no longer owns a notifiable interest following a disposal of an unspecified amount of shares in April 23.

Both Vantania and Gallastico are ultimately owned by the Tchenguiz Family Trust.

[praipus] 01/5/2008 23:07

So are you still a buyer GDP2 is it time to top up?

Oil rumours pointing to $154 and even $200!!! which I would assume strengthen Wind Power project valuations.

[gdp2] 29/4/2008 10:43

"get with the game gdp"

[gdp2] 29/4/2008 10:42

Confirmed today

[gdp2] 24/4/2008 17:38

Looks like i was pretty much right earlier, those large trades were HSBC and Halbis Capital Management flogging their shares to someone, Tchenquiz likely.

[gdp2] 24/4/2008 15:27

55-60p seems a realistic range to me. Would not be opposed to an all shares takeover by TRE at 50p though as I see the businesses as being a very profitable match

[armand traore] 24/4/2008 14:55

this is getting very interesting, anyone who bought in at the float will be getting fuked as i dont see them getting their money back with takeout being somewhere between 40 to 60p.

[asparks] 24/4/2008 14:00

what does this mean?

LONDON (Thomson Financial) - Consensus Business Group said it has converted
its 18.3 percent holding in renewable energy producer Econergy International PLC
into shares, after closing out of two contracts-for-difference with
counterparties in exchange for the underlying shares.
One counterparty was Kaupthing Bank Hf, the other is a non-connected person,
Consensus said.
Consensus acts as an advisor to the Tchenguiz Family Trust, which earlier
this month said it is reviewing its options for its holding in Econergy.
[e-mail]
tc

[gdp2] 23/4/2008 22:27

No Change in the SP? Institutions selling to Tchenquiz maybe

[bobdouthwaite] 23/4/2008 18:02

Now it's five trades totalling over 33 million shares

[bobdouthwaite] 23/4/2008 17:58

Well something's happening - a trade for 6.5 million.

[gdp2] 23/4/2008 16:23

I just dislike unjustified ramping.
I cannot see a downside to this one, have a Long Position. IMO worth 60p a share at least.