Acquisition
July 01 2003 - 4:37AM
UK Regulatory
RNS Number:9915M
Global Natural Energy PLC
01 July 2003
FOR IMMEDIATE RELEASE
GLOBAL NATURAL ENERGY PLC
("GNE" or the "Company")
30 June 2003
Summary
At the Annual General Meeting held on 28 May 2003 the Chairman, Lord Owen,
announced GNE was in the late stages of detailed discussions to play a key role
in UK gas distribution. GNE is now able to announce that the discussions have
been completed and it has acquired an effective 19.9% interest in a new UK gas
distribution group, which the Directors of GNE consider will provide the bedrock
of its move into gas distribution, and has a call option on a further 40.1% from
its co-investor Troika Dialog.
GNE has funded the initial investment of #1 million from a #1.4 million loan
(the "Advance") provided by Rodava Management Limited (the "Lender"), a company
controlled by Alisher Usmanov, Vice Chairman of GNE. As soon as possible, the
Lender intends to apply for the allotment and issue to it of such number of GNE
ordinary shares as shall, on the day of allotment, have an aggregate value equal
to the Advance plus accrued interest thereon on the basis of the higher of a
price per ordinary share of 250p or the closing middle market price on that day
and the Directors intend to accept such application. These intentions are not
binding on the parties. The Directors have been advised on the pricing by
Hichens, Harrison & Co. plc. Upon completion of such an allotment, and assuming
that the issue price is 250p per share, Alisher Usmanov would beneficially hold
or otherwise control shares representing approximately 6.7% of the enlarged
issued share capital of GNE. The balance of Advance monies following the
funding of the initial investment will be used by GNE for working capital
purposes.
The investment by GNE has been planned over the last year and has been made
possible because of GNE's long-standing business relationship with major Russian
enterprises.
Farhad Moshiri, Chief Executive of GNE, commented:
"We are delighted to have been able to secure this significant stake in the UK
gas distribution market alongside leading financial investors of the calibre of
Barings' European Private Equity Fund and Troika Dialog, the largest private
investment company in the Russian Federation.
In Russia, GNE continues to build on the goodwill established over the last
decade, with the help of our Executive Vice Chairman Alisher Usmanov.
In the short term we look forward to extracting the significant synergies which
the partners have identified between the two companies".
Details of the transaction
GNE has subscribed #1 million cash for 33.2% of the issued share capital of a
newly incorporated company, Flenwood Limited ("Flenwood") and Troika Dialog has
subscribed a further #4 million cash for the remaining 66.8% of the equity
through Ravenscourt Holdings Limited, a Troika group company. Flenwood has
invested #5 million to acquire a controlling 60% stake in a newly incorporated
joint venture company, Bradbox Limited ("Bradbox") with funds managed by Baring
Private Equity Partners Limited ("BPEP") owning the balance of the shares of
Bradbox.
Flenwood has subscribed for #1 million of new ordinary shares and #4 million of
loan notes in Bradbox. The Baring European Private Equity Fund has subscribed #1
million of new loan notes in Bradbox and transferred its holding of shares in
Quantum Energy Group Limited ("Quantum") in return for 40% of the ordinary share
capital of Bradbox and a further #3 million loan notes. Bradbox is paying a
further #230,000 for the remaining shares of Quantum.
Quantum has in turn acquired the entire issued share capital of Fortum Energy
Plus Limited and Saracen Gas Limited (together, "Fortum") for approximately #11
million, including repayment of intercompany debt, from a subsidiary of the
Finnish group Fortum Oyj. Part of the funds invested by Troika Dialog and GNE in
Flenwood will be made available to Quantum for the purposes of funding Quantum's
acquisition of Fortum. The balance of the price will be met through borrowings
of Quantum and its subsidiaries.
The new UK gas distribution group, which has been formed by the merger of
Quantum and Fortum, will hold approximately of 5% of the industrial/commercial
gas distribution market serving smaller and medium sized enterprises (SMEs) and
multi-site operators. Effectively, GNE will acquire a 19.9% stake in the
enlarged group, which will be managed as a joint venture between The Baring
European Private Equity Fund, previously the controlling shareholder of Quantum,
and GNE and Troika Dialog. GNE has also been granted for nominal consideration a
call option by Ravenscourt allowing GNE to acquire up to a further 40.1% of the
enlarged group for #4 million, with a further 8% per annum payable on this
amount in the event that the option is exercised.
GNE and Fortum Energy Limited, the vendor of Fortum, have both agreed to provide
temporary financial support to the enlarged gas business by way of procuring,
respectively, a #3 million and a #6 million letter of credit until September
2004.
Sempra Energy Europe Limited ("Sempra"), part of Sempra Energy, a Fortune 500
energy services group, has agreed to supply gas to the combined business. GNE
has agreed to issue warrants to Sempra in respect of 2.5% of its current issued
share capital, exerciseable at 350p per new ordinary share during the next two
years or on the expiry of the Sempra gas supply agreement if earlier.
For further information, please contact:
Farhad Moshiri
Chief Executive
Global Natural Energy plc 020 7483 2426
07768 536043
John Robertson/Jonathan Naess
Nabarro Wells & Co. Limited 020 7710 7400
Dennis Bailey
Hichens, Harrison & Co. plc 020 7588 5171
Mark Hawkesworth
Baring Private Equity Partners Limited 020 7290 5026
Notes to Editors:
Information on GNE
Global Natural Energy plc aims to build a European-based energy company
concentrating on gas and petroleum products. This strategy commenced with the
acquisition of a controlling interest in Petrol Express Limited, which owns and
operates petrol retailing sites throughout the UK, and a fuel card business. In
addition Global Natural Gas Limited, was formed in order to obtain a gas
shipping Licence and a gas supplier Licence granted by Ofgem. A corporate
finance division works in Russia for which it receives fees from its clients.
Information on Quantum
Quantum Energy Group Limited is a well established independent supplier of gas
to industrial and commercial customers in the deregulated UK gas market and
trades under the brand name V-is-on Gas. It has developed innovative proprietary
internal systems that provide industry billing and collection processes.
Information on Troika Dialog
Troika Dialog is a market leader in its core businesses of securities trading,
investment banking and wealth management. Troika's investment banking division
provides a diversity of M&A advisory, capital markets origination, and project
consulting services and solutions. It has a twelve-year track record of
advisory work to Russia's leading companies and multinationals.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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