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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Libra Natural | LSE:LNR | London | Ordinary Share | GB00B06CJZ79 | ORD 0.2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 30.05 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:4902R Libra Natural Resources PLC 03 April 2008 Press Release 3 April 2008 Libra Natural Resources plc ("LNR" or "the Company") Acquisition of leading North American wood pellet company Expansion into Chinese biomass market De-merger of remaining non-wood pellet assets Proposed name change to FibreGen plc Libra Natural Resources plc, the international waste-to-energy company, today announces a series of major strategic moves which create a focused biomass-to-energy business, and provide the platform for the accelerated development of a significant force in the international renewable energy marketplace. Highlights * Acquisition of Coeur d'Alene Fiber Fuels Inc ("CAFF"), a leading, profitable US producer of wood pellets, for U$3million, rising to U$9million on profitability milestone achievements between 2009 and 2014. * This acquisition approximately doubles LNR's wood pellet capacity, revenues and EBITDA, and brings modern, state-of-the-art pellet facilities with in-situ scale up potential. The Company is now 2nd largest producer in North America, 6th largest in the world. * Heads of Agreement signed with leading Chinese and Canadian partners, creating a joint venture vehicle to provide biomass pellets to the Chinese power station market. * De-merger of all remaining non-wood pellet operations to Evergreen Securities plc, completing the transformation of the Company into a pure biomass-to-energy entity, as previously outlined. * The Company proposes to change its name to FibreGen plc, reflecting the creation of a major, focused force in the biomass-to-energy sector. Glenn Smith, Chief Executive Officer of Libra Natural Resources plc, said: "With today's announcement, the Company completes its promised transformation into a focused international biomass-to-energy business. The acquisition of Coeur d'Alene Fiber Fuels Inc, which almost doubles the size of our core business, represents a powerful statement of intent to become the world's leading producer of wood pellets for bio-energy generation. The proposed formation of our Chinese joint venture, with strong in-country and experienced partners, emphasises the Company's commitment to prudently grow our business internationally, where the right opportunities present themselves. "The Board intends to make FibreGen plc a major force in one of the most exciting sectors of the international renewable energy marketplace. We will continue to focus on developing a global presence in the wood pellet and biomass-to-energy market, and to offer shareholders a company which delivers environmentally friendly profitability and growth. Today's news represents the start of the development of the Company into a major global force in the international renewable energy sector, and the Board looks forward with real confidence to the future." - Ends - For further information: Libra Natural Resources plc Glenn Smith Mark Campanale Landsbanki Securities (UK) Ltd Nominated Advisor Gareth Price/Simon Brown, Corporate Finance Tel: +44 (0) 20 7426 9000 Liberum Capital - Broker Ellen Francis / Simon Atkinson, Corporate Finance Tel: +44 (0) 20 3100 2000 Media enquiries: Abchurch Tel: +44 (0) 20 7398 7700 Joanne Shears / Justin Heath Tel: +44 (0) 20 7398 7709 joanne.shears@abchurch-group.com www.abchurch-group.com Existing business The Company already operates three profitable wood biomass fuel businesses in North America with a current total capacity of 131,500 tons of wood pellets and 100,000 tons of wood chips: * a plant at Princeton, British Columbia, Canada which has capacity of 74,000 tons of wood pellets and which was acquired in March 2006; * a plant at West Bank, British Columbia, Canada, which has a capacity of 57,500 tons (of which 80% is wood pellets and 20% is wood shavings) and which was acquired in December 2006; * a wood chip production facility in Louisa County, Virginia in the US which currently has a 100,000 ton annual wood chip capacity, and which was acquired in October 2007. As announced in December 2007, key equipment has been ordered and is currently being manufactured for delivery later this year. Wood pellet operations are due to begin at the beginning of 2009 with a capacity of approximately 70,000 tons. The Company also owns the development rights for a wood pellet production facility at West Kootenay, British Columbia, Canada which was acquired in August 2007. Following the transactions below the Company is expected to have a total capacity by the end of 2008 of 321,500 tons of wood pellets and 100,000 tons of wood chips Acquisition of Coeur d'Alene Fiber Fuels Inc Background to, and reasons for, the Acquisition It is the stated intention of the Board to position LNR as the leading producer of wood pellets by the end of 2010. To achieve such an ambitious objective requires carefully targeted, synergistic acquisitions and greenfield developments where the appropriate long-term feedstock and off-take agreements are in place. The acquisition of CAFF represents an important next step in the achievement of this goal, bringing with it a major increase in LNR's overall market presence, significant potential synergistic benefits and enhanced operational and management expertise. * CAFF's forecast 2008 production of over 95,000 tons will almost double the size of LNR's existing wood pellet operations, moving the Company from being the 9th to the 6th largest producer in the world; * The proximity of CAFF's plants to LNR's existing British Columbia-based facilities will potentially provide significant feedstock supply, customer and management synergies. CAFF's Omak, Hauser and Shelton plants are all within two to three hundred miles of LNR's existing Princeton and Westbank facilities and less than 100 miles from LNR's proposed West Kootenay project in British Columbia; * CAFF plants have traditionally been very strong in the important bagged fuel market along the west coast of the United States, and area where LNR has historically had to rely on indirect, third-party distributors; * CAFF, although active in the animal bedding and baled shavings markets, does not have the market presence of LNR in either market, and may benefit from utilising the Company's significant presence in both of these high margin, niche-sectors. * LNR has reached agreement with Mr Eric Hanson, CAFF's majority owner and CEO, for Mr Hanson to assume a senior management role within the enlarged LNR. Information on Coeur d'Alene Fiber Fuels Inc Coeur d'Alene Fiber Fuels Inc ("CAFF") was established in 1986 and conducts business under the trade names of Atlas Pellets and Atlas Industrial. CAFF operates 2 wood pellet production facilities located in Omak, Washington (which has a capacity of 25,000+ tons per annum) and Hauser, Idaho (which has a capacity of 40,000 tons per annum), with a third facility under construction in Shelton, Washington of 55,000 tons (N.B. already fully financed and due to become operational in late Q3 2008). The business is family owned and managed, employs 45 staff, and is an S -Corporation registered in Idaho. CAFF produces several brands of high quality wood pellets for the bagged fuel market, which are sold in the western half of the USA to several hundred long term customers who buy on an annual basis. CAFF also produces small quantities of animal bedding, and baled shavings. In its unaudited results for the year ended 31 December 2007, CAFF generated turnover of U$8.9m and EBITDA of U$1.5m. Net assets were U$3.34m at that date. These results cover a full 12 months of production for CAFF's Omak facility, and approximately 6 months for the recently commissioned Hauser plant (N.B as stated, CAFF's Shelton plant is under construction, and is due to come on stream during 2008). Principal terms and conditions of the Acquisition The maximum total purchase price is $9million, $3million of which will be immediately satisfied by the issue of 23,566,379 new Ordinary Shares (the "CAFF Consideration Shares") in LNR. The number of New Ordinary Shares to be issued was determined on the basis of the volume weighted average price ('VWAP') of LNR shares over the ten business days prior to today's announcement. The vendors of CAFF have agreed to certain orderly market restrictions on the sale of the CAFF Consideration Shares for the first six months after issuance. In addition to this initial U$3million, a conditional deferred consideration of up to a maximum of U$6million will become payable if CAFF meets certain increased trading and profitability targets for the twelve month periods ending 31 December 2009 to 30 December 2014 (the "earn-out years"). Such conditional deferred consideration will be payable, in tranches of U$1million per annum, in each of the earn-out years in the form of additional New Ordinary Shares. The issue price for any such deferred New Ordinary Shares issued will be determined by reference to the VWAP over the 90 consecutive trading days prior to December 31st of the relevant earn-out year. Expansion into Chinese biomass market LNR has reached heads of agreement for the formation of a joint venture company with Heilongjiang SY Renewable Energy Co. Ltd ("SY Energy") of Heilongjiang Province, China and SBC International ("SBC") of British Columbia, Canada The purpose of the Chinese joint venture is: * initially in the Jiangsu Province of China , to construct, commission and own a series of facilities for the production of biofuels from corn residues, rice husks, rice stalk, agricultural straw-based biofuels and other woody biomass products; * to market and sell the output for use in the generation of energy or ancillary services from biomass-fired and coal-fired power plants, initially in the Jiangsu Province of China and * to market and sell any and all environmental attributes (principally carbon) resulting from the production, sale and use of products produced. Key operational and strategic details * LNR will own approximately 25% of the equity of the joint venture; * LNR will provide marketing and sales services to the joint venture, relating to all carbon related credits or attributes ascribed to the operations of the joint venture. SY Energy and SBC will provide operational management, logistics and administrative services to the joint venture and each of its operational facilities; * To reflect the relative ongoing management and operational contributions, and the capital contributions to date, made by its proposed partners, LNR will provide up to 34.8% of the future capital requirements of the joint venture; * SBC has constructed and commissioned a 50,000 tons per annum demonstration facility (the " demonstration facility"), on land owned by the proposed off-taking power utility, in the city of Baoying, Jiangsu Province, China. The demonstration facility, ownership of which will be assumed by the joint venture, commenced operations on March 1, 2008, with development costs provided by SY Energy and SBC; * It is the intention of the joint venture to further develop this demonstration facility into a 100,000 tons per annum operational plant, with full production in place by the end of 2008; * The estimated total initial investment (including development costs to date) for this first 100,000 ton operational plant is 8,500,000 Chinese Yuan (U$1.15m); * Off-take, 'take-or-pay' contracts for an initial 100,0000 tons output are under detailed negotiations with a local power company and owner of 22 power generation plants in Jiangsu Province, 17 of which are 100% biomass fuelled; * Full terms of any off-take agreement will remain commercially sensitive, but initial indications suggest potential for very attractive profitability and ROI and scale-up * The strategy of the joint venture is to produce 1 million tons of biofuels by 2010, moving to 5 million tons by 2012. De-merger of remaining non-pellet assets Further to the announcement of 18 December 2008, LNR is pleased to announce that it has signed binding Heads of Terms with the AiM-listed renewable energy company, Ethanol Investments plc ("EI"), for the sale of LNR's entire 11.55% stake in Prometheus Energy. In addition to this sale, LNR has agreed to sell EI certain other minority stakes, comprising the remaining non-wood pellet investments held by the Company. The sale of these stakes, which is subject to EI shareholder approval, values LNR's non-core assets at £2.68 million, and leaves LNR entirely focused on its core biomass-to-energy operations As consideration, LNR will receive new EI plc shares, giving the Company an estimated stake of approximately 24% in Evergreen Securities plc, the new name for EI following its scheduled re-listing on AIM next month. LNR has undertaken not to dispose, other than in certain specified circumstances, of the EI shares to be issued to it as consideration for the sale of these assets, for a limited period following their issue. It remains, however, the intention of LNR to reduce this holding over time, as EI expands its operations and dependent upon LNR's ongoing financing requirements. Proposed name change To reflect the completion of the re-positioning of the Company as a focused biomass-to-energy company, it is proposed to seek shareholder approval at the next Extraordinary General Meeting to change the name of the Company to ' FibreGen plc'. Issue and Admission of New Shares Further to completion of the acquisition of the West Kooteney development rights and Virginia plants referred to in the description of the existing business above, the Company has issued 450,451 new Ordinary Shares and 436,927 new Ordinary Shares as share consideration in relation to each acquisition respectively. The Company has also issued 1,076,588 new Ordinary Shares to an ex-employee as part of a settlement contract upon leaving the Company. Application has been made to AIM for the admission to trading of these 1,963,966 new Ordinary Shares as well as the 23,566,379 CAFF Consideration Shares. The aggregate 25,530,345 new Ordinary Shares, which will all rank pari passu with the existing Ordinary Shares, are expected to be admitted to trading on 9 April 2008. The total number of shares in issue will, following these issues, be 232,605,191. - Ends - This information is provided by RNS The company news service from the London Stock Exchange END MSCBIGDSSGGGGID
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