Results of Court Meeting and EGM

 

TIDMTRE TIDMLEAF 
 
RNS Number : 4051H 
Trading Emissions PLC 
19 February 2010 
 

 
19 February 2010 
 
 
 
 
                        Recommended all share merger of 
        Trading Emissions Plc ("Trading Emissions" or the "Company") and 
                    Leaf Clean Energy Company ("Leaf Clean") 
 
           Results of Court Meeting and Extraordinary General Meeting 
 
The boards of directors of Trading Emissions and Leaf Clean announced on 17 
December 2009 a proposed all-share merger ("Merger") of the two companies to be 
effected by means of a scheme of arrangement ("Scheme"). A scheme circular 
setting out, amongst other matters, the terms and conditions of the Scheme (the 
"Scheme Document") was posted to Trading Emissions shareholders on 13 January 
2010. 
 
The board of Trading Emissions announces that at the meeting of Trading 
Emissions shareholders convened by order of the High Court of the Isle of Man 
and held today at 10.00 a.m. in connection with the Scheme, the resolution to 
approve the Scheme set out in Part XIII of the Scheme Document (the 
"Resolution") was not passed by the requisite majority. Since the Resolution was 
not passed, the merger will not proceed. 
 
The results of the poll on the Resolution were as follows: 
 
+-----------+-------------+-----------+--------------+--------------+ 
|           | Number of   | % of      | Number of    | % of         | 
|           | Scheme      | Scheme    | Scheme       | Scheme       | 
|           | Shares      | Shares    | Shareholders | Shareholders | 
|           | voted       | voted     | voting       | voting       | 
|           |             |           |              |              | 
+-----------+-------------+-----------+--------------+--------------+ 
| For       | 143,403,442 | 62.1      | 57           | 67.1         | 
+-----------+-------------+-----------+--------------+--------------+ 
| Against   | 87,484,330  | 37.9      | 28           | 32.9         | 
+-----------+-------------+-----------+--------------+--------------+ 
 
The number of Scheme Shares voted for the Scheme represents 55.7 per cent. of 
Trading Emissions' entire issued share capital. The number of Scheme Shares 
voted against the Scheme represents 34.0 per cent. of Trading Emissions' entire 
issued share capital. 
 
As the Resolution was not passed, the Extraordinary General Meeting of Trading 
Emissions convened by notice set out in Part XIV of the Scheme Document to 
approve certain resolutions required to implement the Scheme and Merger was 
adjourned indefinitely. 
 
The board of Trading Emissions will send out an announcement with further 
details separately. 
 
Terms and conditions used in this announcement shall, unless the context 
otherwise requires, have the same meanings as given to them in the Scheme 
Document (full text of which is available at www.tradingemissions.com). 
 
 
                                    --ENDS-- 
 
 
 
For further enquiries, please contact: 
 
Trading Emissions PLC (via Haggie Financial PR) 
Neil Eckert 
Malcolm Gillies 
 
 
Liberum Capital Limited (nominated adviser and Rule 3 adviser to Trading 
Emissions) 
Steve Pearce 
Tom Fyson 
[phone] 
 
 
Leaf Clean Energy (via Cenkos) 
Bran Keogh 
 
 
Cenkos Securities plc (nominated adviser to Leaf Clean) 
Ivonne Cantu/Liz Bowman 
[phone] 
 
Haggie Financial PR (PR Adviser to Trading Emissions) 
Peter Rigby/Alexandra Parry 
[phone] 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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