UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Green
Plains Renewable Energy, Inc.
(Name
of Issuer)
Common
Stock, Par Value $.001 Per Share
(Title
of Class of Securities)
393222104
(CUSIP
Number)
|
Alain
Treuer
Wilon
Holdings
S.A.
MMG
Tower, 16
th
Floor
53
rd
E
Street,
Marbella
Panama
City, Republic of
Panama
(507)
208-7086
|
With
a copy to:
Carl
H. Amon III
White
& Case LLP
1155
Avenue of the Americas
New
York, NY 10019
(212)
819-8200
|
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
October
15, 2008
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
o
Note
:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No.
393222104
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|
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1.
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Name
of Reporting Person
Wilon
Holdings S.A.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Panama
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
|
Shared
Voting Power
2,070,716
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,070,716
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,070,716
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
x
*
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13.
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Percent
of Class Represented by Amount in Row (11)
8.4%
(based upon 24,694,000 shares outstanding as of October 23, 2008,
as
advised by the Issuer)
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14.
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Type
of Reporting Person (See Instructions)
OO
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*
As
a
result of the Shareholders’ Agreement described in Item 4, the Reporting Persons
may be deemed to be the beneficial owners of shares of the Issuer's common
stock
beneficially owned by Bioverda International Holdings Limited, Bioverda
US
Holdings LLC and Wayne Hoovestol. Each Reporting Person disclaims any such
beneficial ownership except to the extent of their respective pecuniary
interest
therein.
Based
on
the information provided to the Reporting Persons
,
Bioverda International Holdings Limited beneficially owns 11,227,653 shares
of
the Issuer's common stock and Bioverda US Holdings LLC beneficially owns
1,320,879 shares of the Issuer's common stock, representing in the aggregate
50.8% of the issued and outstanding common stock of the Issuer. These
amounts exclude shares of the Issuer's common stock currently
beneficially owned by Bioverda International Holdings Limited and Bioverda
US
Holdings LLC and subject to the Put and Call Agreement (VBV) and the
Put and Call Agreement (GPRE) described below. Based on the information
provided
to the Reporting Persons, Wayne Hoovestol beneficially owns an additional
973,126 shares of the Issuer’s common stock, representing 3.9% of the issued and
outstanding common stock of the Issuer.
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CUSIP
No.
393222104
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1.
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Name
of Reporting Person
Alain
Treuer
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Switzerland
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
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8.
|
Shared
Voting Power
2,070,716
|
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,070,716
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|
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,070,716
|
|
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
x
*
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.4%
(based upon 24,694,000 shares outstanding as of October 23, 2008,
as
advised by the Issuer)
|
|
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14.
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Type
of Reporting Person (See Instructions)
IN
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*
As
a
result of the Shareholders’ Agreement described in Item 4, the Reporting Persons
may be deemed to be the beneficial owners of shares of the Issuer's common
stock
beneficially owned by Bioverda International Holdings Limited, Bioverda
US
Holdings LLC and Wayne Hoovestol. Each Reporting Person disclaims any such
beneficial ownership except to the extent of their respective pecuniary
interest
therein. Based on the information provided to the Reporting Persons, Bioverda
International Holdings Limited beneficially owns 11,227,653 shares of the
Issuer's common stock and Bioverda US Holdings LLC beneficially owns 1,320,879
shares of the Issuer's common stock, representing in the aggregate 50.8%
of the
issued and outstanding common stock of the Issuer. These
amounts exclude shares of the Issuer's common stock currently
beneficially owned by Bioverda International Holdings Limited and Bioverda
US
Holdings LLC and subject to the Put and Call Agreement (VBV) and the
Put and Call Agreement (GPRE) described below. Based on the information
provided
to the Reporting Persons, Wayne Hoovestol beneficially owns an additional
973,126 shares of the Issuer’s common stock, representing 3.9% of the issued and
outstanding common stock of the Issuer.
ITEM
1. SECURITY AND ISSUER
This
statement on Schedule 13D (this “Statement”) relates to shares of common stock,
$.001 par value, of Green Plains Renewable Energy, Inc., an Iowa corporation
(“GPRE” or the “Issuer”). The principal executive offices of the Issuer are
located at 9420 Underwood Avenue, Suite 100,
Omaha,
Nebraska 68114
.
ITEM
2. IDENTITY AND BACKGROUND
This
statement is filed by Wilon Holdings S.A. (“Wilon”) and Alain Treuer
(collectively, the "Reporting Persons"). The agreement among the Reporting
Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k)
of
the Securities Exchange Act of 1934 is attached as
Exhibit
A
.
Certain
information contained in this Schedule 13D relates to share ownership of persons
other than the Reporting Persons. The Reporting Persons expressly disclaim
any
liability for any such information provided in this Schedule 13D that does
not
expressly pertain to a Reporting Person.
Wilon
Holdings S.A. is a company organized under the laws of the Republic of Panama,
which has its principal business office address at MMG Tower, 16th Floor, 53rd
E
Street, Marbella, Panama City, Republic of Panama. Alain Treuer is a citizen
of
Switzerland, who has his principal business office address at Postfach 2177,
8022 Zurich, Switzerland.
The
principal business of Wilon Holdings S.A. is purchasing, holding and selling
securities for investment purposes. Wilon is controlled by Alain Treuer, a
Switzerland-based entrepreneur and venture capitalist, who has helped develop
successful businesses in diverse sectors such as telecom, renewable energy,
consumer goods, Internet security and biotechnology.
During
the last five years, neither of the Reporting Persons has been (a) convicted
in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws finding any
violation with respect to such laws.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As
more
fully described in Item 4, Item 5 and Item 6 of this Statement, pursuant to
the
terms of the Merger (defined below) between the Issuer, VBV LLC, a Delaware
limited liability company, and certain other parties, on October 15, 2008,
Wilon
received as merger consideration an aggregate of 749,837 shares of common stock
of the Issuer in exchange for the units of VBV LLC held by it immediately prior
to the Merger, and for which no acquisition funds were used. Further, pursuant
to the terms of the Put and Call Agreement (VBV) and the Put and Call Agreement
(GPRE), Bioverda US (defined below) exercised its rights to require Wilon to
purchase 554,879 and 766,000 shares of common stock of the Issuer, respectively,
for which acquisition funds will be provided by Wilon out of its working
capital.
ITEM
4. PURPOSE OF TRANSACTION
Merger
Agreement
The
Reporting Persons acquired shares of GPRE common stock in a merger transaction
pursuant to which the shares of the common units of the acquired company held
by
the Reporting Persons were converted into the shares of GPRE common stock.
On
October 15, 2008 (the “Closing Date”), pursuant to the Agreement and
Plan of Merger, dated May 7, 2008, by and among it, Green Plains Merger
Sub, Inc., a wholly-owned subsidiary of GPRE, VBV LLC ("VBV") and
certain other parties (the "Merger Agreement"), GPRE completed its merger (the
“Merger”) with VBV, with VBV continuing as the surviving company and a wholly
owned subsidiary of the Issuer. As merger consideration, each unit of VBV issued
and outstanding immediately prior to the effective time of the Merger was
converted into the right to receive 7,498.369315 shares of common stock. On
October 15, 2008, Bioverda International Holdings Limited (“Bioverda
International”), a company organized under the laws of Ireland, and Bioverda US
Holdings LLC (“Bioverda US”), a Delaware limited liability company,
collectively held majority ownership of the issued and outstanding common units
of VBV and Wilon owned the remaining common units of VBV. Upon the consummation
of the Merger, Wilon’s VBV common units were converted into a total of 749,837
shares of GPRE common stock.
Put
and Call Agreement (VBV)
Bioverda
International, Bioverda US and Wilon have entered into a Put and Call Agreement,
dated as of April 1, 2008 (the “Put and Call Agreement (VBV)”). Under the
Put and Call Agreement (VBV), Bioverda US is entitled to require Wilon to
purchase all or any portion of the shares of Issuer’s common stock, at the price
of $12.1145 per share, that Bioverda US received as merger consideration in
exchange for the 74 common units held by Bioverda US prior to the Merger (the
“VBV put option”). The VBV put option is exercisable by Bioverda US at anytime
on or before October 31, 2008. Additionally, Wilon is entitled to require
Bioverda US to sell to Wilon all or any portion of the shares of Issuer’s common
stock, at the price of $12.1145 per share, that Bioverda US received as merger
consideration in the exchange for the 74 common units held by Bioverda US prior
to the Merger (the “VBV call option”). The VBV call option is exercisable by
Wilon at any time on or before November 15, 2008.
The
Put
and Call Agreement (VBV) restricts the right of Bioverda US to transfer less
than all of its shares subject to the VBV call option and provides that if
Bioverda US should transfer all of such interests to a third party, it must
also
transfer all of its rights and obligations under the Put and Call Agreement
(VBV) to such transferee. Wilon is prohibited from conveying, assigning or
otherwise transferring any of its rights or obligations under the Put and Call
Agreement (VBV) without the prior written consent of Bioverda US.
On
October 1, 2008, Bioverda US notified Wilon of its intent to exercise its VBV
put option and sell to Wilon 74 common units of VBV (representing 554,879 shares
of Issuer’s common stock issuable in exchange therefor in the Merger). The
closing of the VBV put option is scheduled to occur on October 31,
2008.
Put
and Call Agreement (GPRE)
Bioverda
International, Bioverda US and Wilon have entered into a Put and Call Agreement
(GPRE), dated as of April 1, 2008 (the “Put and Call Agreement”),
pertaining to the shares of GPRE common stock to be issued to Bioverda
International and Bioverda US. Under the GPRE Put and Call Agreement,
Bioverda US is entitled to require Wilon to purchase from Bioverda US all or
any
portion of the shares of Issuer’s common stock, at the price of $10.00 per
share, acquired by Bioverda US pursuant to a stock purchase agreement by and
among Bioverda International, Bioverda US and the Issuer (the “GPRE put
option”). Additionally, Wilon is entitled to require Bioverda US to sell to
Wilon all or any portion of the shares of Issuer’s common stock, at the price of
$10.00 per share, acquired by Bioverda US pursuant to a stock purchase agreement
by and among Bioverda International, Bioverda US and the Issuer (the “GPRE call
option”). The number of shares subject to the GPRE Put and Call
Agreement shall not exceed 17.4% of the total number of shares of Issuer’s
common stock acquired by Bioverda US and Bioverda International und
er
a
stock
purchase agreement by and among Bioverda International, Bioverda US and the
Issuer
.
The
GPRE put and call options became exercisable on October 16, 2008 and expire
on
October 31, 2008 and November 15, 2008, respectively.
On
October 1, 2008, Bioverda US notified Wilon of its intent to exercise its GPRE
put option and sell to Wilon 706,000 shares of Issuer’s common stock at a
purchase price of $10.00 per share. Effective October 15, 2008, the parties
amended the exercise notice to provide that Bioverda US would sell an additional
60,000 shares of Issuer’s common stock to Wilon upon exercise of the GPRE put
option. The closing of the GPRE put option is scheduled to occur on October
31,
2008.
Shareholders’
Agreement
The
Issuer, Bioverda International, Bioverda US, Wilon Holdings S.A. and, in his
individual capacity, Wayne Hoovestol, the Issuer’s Chief Executive Officer,
entered into a Shareholders’ Agreement dated October 15, 2008, which provides,
among other things, certain rights and obligations of the parties with respect
to the composition of the Issuer’s board of directors and voting of their
shares.
Under
the
Shareholders’ Agreement, the parties thereto are obligated to cause the Issuer’s
board of directors to be comprised of not more than nine directors, unless
such
increase is approved by at least six of the directors then serving. Of the
nine
directors, the Bioverda entities have the collective right to designate four
individuals to be nominated by the board to stand for election (the “Bioverda
Nominees”)
and
Wilon
has the right to designate one individual to be nominated by the board to stand
for election (the “Wilon Nominee” and, together with the Bioverda Nominees, the
“Investor Nominees”). The right of the Bioverda entities and Wilon to designate
director nominees shall continue so long as they own shares representing not
less than 33.5% and 2.5%, respectively, of the Issuer’s outstanding common
stock.
The
Issuer is required to cause the Bioverda Nominees and Wilon Nominee to be
nominated for election as directors of the Issuer at each meeting of the
Issuer’s shareholders where the election of directors is held. In addition, the
Issuer shall solicit proxies for the election of the Investor Nominees and
recommend that shareholders vote in favor of each Investor Nominee.
Additionally, each of Bioverda International, Bioverda US, Wilon and Wayne
Hoovestol agree to vote in favor of all Investor Nominees to the board of
directors. If a vacancy on the board of directors of the Issuer is created
as a
result of the resignation, removal or death of an Investor Nominee, then any
of
the parties entitled to designate an Investor Nominee shall be entitled to
request a special meeting of the shareholders for the purpose of electing
directors, and the Issuer shall be required to call such meeting.
Additionally, each committee of the Issuer’s board of directors shall,
subject to applicable director independence rules, include at least two Bioverda
Nominees or one Bioverda Nominee and one Wilon Nominee.
Until
such time as the Issuer has issued an aggregate of at least 6,000,000 shares
of
common stock to non-affiliates of the Issuer, the Bioverda entities and Wilon
agree to vote their shares of the Issuer's common stock in favor of four
independent nominees proposed by the Issuer in accordance with the Issuer’s
nominating committee policy, in the same proporti
on
as the
shareholders of the Issuer not affiliated with Bioverda and Wilon.
The
Reporting Persons do not
have
any
plans or proposals which relate to or would result in:
(a)
the
acquisition by any person of additional shares of the Company, or the
disposition of securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c)
a
sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries;
(d)
any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill
any
existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Company;
(f)
any
other
material change in the Company’s business or corporate structure, including but
not limited to, if the Company is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which
a
vote is required by Section 13 of the Investment Company of 1940;
(g)
changes
in the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person;
(h)
causing
a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system or a registered national securities association;
(i)
a
class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act; or
(j)
any
action similar to any of those enumerated above.
The
Reporting Persons, however, retain their rights to modify their plans with
respect to any matters of the type described in sections (a)-(j) of Item 4.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
(a)
As
described in Item 3, Item 4 and Item 6 of this Statement, following the
closing of the Merger, Wilon became a beneficial owner of 749,837 shares of
GPRE
common stock acquired as consideration in the Merger and an additional 554,879
and 766,000 shares of GPRE common stock, which it is required to acquire
pursuant to the Put and Call Agreement (VBV) and the Put and Call Agreement
(GPRE) and the corresponding exercise notices by Bioverda US, respectively,
resulting in the total direct beneficial ownership by Wilon of 8.4% of the
issued and outstanding common stock of the Issuer. Alain Treuer does not
directly own any shares of the Issuer’s common stock. However, because Alain
Treuer controls Wilon, he may be deemed to beneficially own the shares of common
stock directly owned by Wilon
.
Mr. Treuer disclaims any such beneficial ownership except to the extent of
his
pecuniary interest therein.
Further,
as disclosed on the cover page of this Statement, a
s
a
result of the Shareholders’ Agreement described in Item 4 and Item 6, the
Reporting Persons may be deemed to be the beneficial owners of 11,227,653 shares
of the Issuer's common stock beneficially owned by Bioverda International
Holdings Limited and 1,320,879 shares of the Issuer's common stock beneficially
owned by Bioverda US Holdings LLC, representing in the aggregate 50.8% of the
issued and outstanding common stock of the Issuer and of an additional 973,126
shares of the Issuer's common stock beneficially owned by Wayne Hoovestol,
representing 3.9% of the issued and outstanding common stock of the Issuer.
Wilon and
Mr.
Treuer each disclaim any such beneficial ownership except to the extent of
their
pecuniary interest therein.
(b)
See
rows
7-10 of each cover page for information regarding the power to vote or direct
the vote and the power to dispose or direct the disposition of the Common Stock
by the Reporting Persons.
(c)
Except
as
set forth in this Schedule 13D, none of the Reporting Persons has engaged in
any
transaction during the past 60 days in any shares of the Company’s.
(d)
No
person
other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of the Common
Stock
to which this Schedule 13D relates.
(e)
Not
Applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Following
is a brief summary of agreements with respect to the securities of the Issuer
and to which one or more of the Reporting Persons are a party. These summaries
as well as the descriptions in Item 3, Item 4 and Item 5 of this Statement
do not purport to be complete and are qualified in their entirety by reference
to the corresponding agreements filed as Exhibits hereto, each of which are
incorporated in this Statement by reference.
Agreement
and Plan of Merger
.
The
Issuer, VBV and certain other parties entered into an Agreement and Plan of
Merger dated May 7, 2008. The Agreement and Plan of Merger sets forth the terms
and conditions upon which the common units of VBV held by Bioverda International
and Bioverda US were cancelled and converted into shares of the Issuer’s common
stock upon the effective time of the Merger. The Agreement and Plan of Merger
is
incorporated by reference as
Exhibit
B
to this
Statement and incorporated herein by reference.
Shareholders’
Agreement
.
The
Issuer, Bioverda International, Bioverda US, Wilon and Wayne Hoovestol entered
into a Shareholders’ Agreement dated October 15, 2008. The Shareholders’
Agreement provides for, among other things, the right of the Bioverda entities
to
collectively
designate four of the nine individuals to be nominated to stand for election
to
the Issuer’s board of directors, certain registration rights for the shares of
the Issuer's common stock issued to the Bioverda entities in the Merger, and
the
obligation of the Bioverda entities to vote their shares of the Issuer's common
stock in favor of four independent director nominees in accordance with the
Issuer’s nominating committee policy. A copy of the Shareholders’ Agreement is
incorporated
by reference as
Exhibit
C
to this
Statement and incorporated herein by reference.
Stock
Purchase Agreement
.
Bioverda International, Bioverda US and the Issuer entered into a Stock Purchase
Agreement dated May 7, 2008, pursuant to which Bioverda International and
Bioverda US, concurrently with the closing of the Merger, acquired from the
Issuer an aggregate of 6,000,000 shares of the Issuer’s common stock at a
purchase price of $10.00 per share, for a total purchase price of $60,000,000.
Under
the
terms of the Put and Call (GPRE) dated April 1, 2008 between the Bioverda
entities and Wilon, Wilon has the right to acquire from Bioverda US up to 17.4%
(or 1,044,000 shares), of the GPRE common stock purchased by the Bioverda
entities in the Stock Purchase. A copy of the Stock Purchase Agreement
is
incorporated by reference as
Exhibit
D
to this
Statement and incorporated herein by reference.
Lock-Up
and Voting Agreement (Bioverda)
.
Bioverda International and Bioverda US entered into a Lock-Up and Voting
Agreement dated May 7, 2008 with the Issuer, pursuant to which the Bioverda
entities each agreed to certain covenants and restrictions on their shares
of
the Issuer's common stock, including a restriction on the transfer of their
shares of the Issuer's common stock for a period of 90 days following the
October 15, 2008 effective date of the merger between the Issuer and VBV,
subject to certain exceptions. A copy of the Lock-up and Voting Agreement is
incorporated by reference as
Exhibit
E
to this
Statement and incorporated herein by reference.
Lock-Up
and Voting Agreement (Wilon)
.
Wilon
Holdings S.A. entered into a Lock-Up and Voting Agreement dated May 7, 2008
with
the Issuer, pursuant to which Wilon agreed to certain covenants and restrictions
on its shares of the Issuer's common stock, including a restriction on the
transfer of its shares of the Issuer's common stock for a period of 90 days
following the October 15, 2008 effective date of the merger between the Issuer
and VBV, subject to certain exceptions. A copy of the Lock-up and Voting
Agreement is incorporated by reference as
Exhibit
F
to this
Statement and incorporated herein by reference.
Lock-Up
and Voting Agreement (Hoovestol)
.
Wayne
Hoovestol entered into a Lock-Up and Voting Agreement dated May 7, 2008 with
the
Issuer, pursuant to which Mr. Hoovestol agreed to certain covenants and
restrictions on his shares of the Issuer’s common stock, including a restriction
on the transfer of his shares of the Issuer’s common stock for a period of 90
days following the October 15, 2008 effective date of the merger between the
Issuer and VBV, subject to certain exceptions. A copy of the Lock-up and Voting
Agreement is incorporated by reference as Exhibit G
to this
Statement and incorporated herein by reference.
Put
and Call Agreement (VBV).
Bioverda
International, Bioverda US and Wilon entered into a Put and Call Agreement
(VBV)
dated as of April 1, 2008. Copies of the Put and Call (VBV) and the notice
of
exercise of the VBV put option thereunder are incorporated by reference as
Exhibits H
and I
to this
Statement and incorporated herein by reference.
Put
and Call Agreement (GPRE).
Bioverda
International, Bioverda US and Wilon entered into a Put and Call Agreement
(GPRE) dated as of April 1, 2008. Copies of the Put and Call (GPRE) and the
notice of exercise of the GPRE put option thereunder are incorporated by
reference as
Exhibits J
and K
to this
Statement and incorporated herein by reference.
ITEM
7. MATERIALS TO BE FILED AS EXHIBITS
|
A.
|
Agreement
of Joint Filing.
|
|
|
|
|
B.
|
Agreement
and Plan of Merger dated May 7, 2008, by and among Green Plains
Renewable
Energy, Inc., Green Plains Merger Sub, Inc., and VBV LLC (incorporated
by
reference to
Exhibit
A
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27,
2008).
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C.
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Shareholders’
Agreement dated October 15, 2008 by and among Green Plains Renewable
Energy, Inc., Bioverda International Holdings Limited, Bioverda
US
Holdings LLC, Wilon Holdings S.A. and Wayne Hoovestol (incorporated
by
reference to
Exhibit
C
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27,
2008).
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D.
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Stock
Purchase Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc., Bioverda International Holdings Limited and Bioverda
US
Holdings LLC (incorporated by reference to
Exhibit
B
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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E.
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Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc., Bioverda International Holdings Limited and Bioverda
US
Holdings LLC (incorporated by reference to
Exhibit
D
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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F.
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Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc. and Wilon Holdings S.A. (incorporated by reference
to
Exhibit
I
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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G.
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Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc. and Wayne Hoovestol (incorporated by reference to
Exhibit J
to the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27,
2008).
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Put
and Call Agreement (VBV) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings
S.A.(incorporated by reference to
Exhibit
E
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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Notice
of exercise of Put Option (VBV) dated October 1, 2008, as amended
effective October 15, 2008 (incorporated by reference to
Exhibit
F
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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Put
and Call Agreement (GPRE) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings S.A.
(incorporated by reference to
Exhibit
G
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27, 2008).
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Notice
of exercise of Put Option (GPRE) dated October 1, 2008, as amended
effective October 15, 2008 (incorporated by reference to
Exhibit
H
to
the Statement on Schedule 13 D filed by NTR plc, Bioverda International
Holdings Limited, and Bioverda US Holdings LLC on October 27,
2008).
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After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
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Dated:
October 24, 2008
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Wilon
Holdings
S.A.
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By:
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/s/
Alain Treuer
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Name:
Alain Treuer
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Alain
Treuer
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/s/
Alain Treuer
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EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the following:
(i)
the
joint filing on behalf of each of them of a statement on Schedule 13D (including
subsequent amendments thereto) with respect to the Common Stock, par value
$.001
per share, of Green Plains Renewable Energy, Inc., an Iowa corporation, and
(ii)
the
inclusion of this Joint Filing Agreement as an exhibit to such joint filing,
provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall
be
responsible for the completeness and accuracy of the information concerning
the
other persons making the filing unless such person knows or has reason to
believe that such information is inaccurate.
The
Joint
Filing Agreement may be executed in any number of counterparts all of which
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 24th
day of October, 2008.
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Dated:
October 24, 2008
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Wilon
Holdings
S.A.
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By:
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/s/
Alain Treuer
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Name:
Alain Treuer
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Alain
Treuer
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/s/
Alain Treuer
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