TIDMALR
RNS Number : 9882L
Alternative Energy Limited
14 May 2010
For immediate release
14 May 2010
Alternative Energy Limited
("Alternative Energy", "AEL" or the "Company")
Shareholder Circular
Notice of Extraordinary General Meeting
Proposed Acquisition of
Technology
Proposed Issue and Allotment of the Consideration Shares to the
Vendor
Proposed Convertible Loan Facility
Proposed Issue and Allotment
of the Convertible Loan Shares to Christopher Nightingale
Admission of
Enlarged Ordinary Share Capital to trading on AIM
Proposed Whitewash
Resolution (under the Singaporean Takeover Code)
The Company announces that today the Shareholder circular, in respect of the
above Proposals, is being posted to Shareholders. Details on the Proposals as
extracted from the Document are set out below.
INTRODUCTION
The Board has today, subject to Shareholder approval, reached agreement for the
proposed acquisition of certain patented technology and other intellectual
property (the "Technology") concerning the eRoof, from Dragon Energy Pte Ltd, a
company controlled by Mr. Christopher Nightingale, a Director of the Company.
The consideration for the Acquisition, which is part payable in stages upon the
grant of the relevant patents, comprises a total maximum of 666,666,666
Consideration Shares. In addition, the Company has raised a total of US$3
million, by way of a combination of placings with investors and US$2 million
being provided by Christopher Nightingale in the form of a Convertible Loan, in
order to provide the working capital for the commercial exploitation of the
Technology.
The Acquisition will constitute a "reverse take-over" under the AIM Rules and is
therefore subject to the approval of Shareholders at the Extraordinary General
Meeting, details of which are set out below. Given Mr. Nightingale's interest in
the Vendor of the Technology, the transaction is also a Related Party
Transaction under the AIM Rules. Further, since the Company is subject to the
Singapore Code on Takeovers and Mergers (the "Takeover Code"), the Vendor and
its concert parties (being Mr. Nightingale, Dragon Energy (and its nominees, as
listed in paragraph 5.4 of Part 9 of the Document) and Perfection Group Limited,
a controlling shareholder of the Company which is 100 per cent. owned by Mr.
Nightingale) will require a whitewash waiver from Shareholders or will otherwise
be obliged be make an offer to all shareholders to buy their shares.
Application will be made for the Enlarged Ordinary Share Capital to be admitted
to trading on AIM, subject to the Resolutions set out in the Notice of
Extraordinary General Meeting being passed by Shareholders at the Extraordinary
General Meeting. It is expected that Admission will become effective and that
trading in the Enlarged Ordinary Share Capital on AIM will commence on 2 June
2010.
BACKGROUND TO THE TRANSACTION
The Company was established for the purpose of making investments and/or
acquisitions in the alternative energy technologies market and for research into
and development of energy technologies, businesses and companies which offer
alternative conventional fossil fuel and nuclear methods of generating household
and industrial energy. To support this strategy the Company raised approximately
US$7.8 million and was admitted to trading on AIM with effect from 12 October
2007.
In 2007, AEL acquired Renewable Power Pte Ltd, a Singapore based research and
development company.
Renewable Power Pte Ltd brought with it an in-house research team led by Dr.
Eric Goh to enable the Company quickly to analyse the technical viability of
investment proposals and also to enable the Company to develop its own technical
competence.
Since the acquisition by AEL, Dr. Eric Goh, Dr. Tay Boon Hou and their team have
been evaluating a number of different technologies for potential acquisition by
the Company, primarily in the field of solar and wind generated energy, and have
themselves developed, in the course of their research, further technologies in
respect of which the Company has patents and trademarks (a list of patents and
trademarks is set out in Part 5 of the Document).
AEL has developed a new approach to energy generation and, through its research
and development team, has now proven the efficacy and viability of the eRoof
system of energy generation. AEL has also been developing its own range of
energy saving products, including LED light bulbs, street lights and housing,
which will be complemented by the energy generating technology of the eRoof.
These have been developed by the Company itself which intends to sell these both
as a method of revenue generation to fund the development, marketing and roll
out of the eRoof and as a point of entry into the alternative energy
distributors internationally.
AEL is now proposing to purchase the patents surrounding the eRoof technology
and to commence the production and marketing of its eRoof technology. The eRoof
is a fully integrated method of micro energy generation designed to use the sun,
wind and water to generate power. The Company will initially focus on the eSolar
product which is a roofing system designed to generate electricity through
photovoltaic cells incorporated into eSlates.At the same time, AEL is intending
to change its status on AIM from an investing company to that of an operating
company.
Information on the Business
In Parts 4 and 5 of the Document there is an independent report on the
Technology and the Business by PA Strategy Partners and an intellectual property
report on the patents incorporated in the Technology by Infinitus Law.
A report by PA Strategy Partners, as set out in the Document, contains the
following extracts from the executive summary:
"Alternative Energy's product portfolio is based on the concept of the "eRoof".
The eRoof concept is based on a portfolio of products which are intended to
produce energy and other benefits from sunlight ("eSolar"), wind ("eWind") and
rain ("eHydro"). Two ancillary products are in development to maximise the
benefits of the energy generated: "eStorage", to enable the safe and efficient
storage and reuse of the energy generated, and eControl to integrate the energy
generated by the systems and control whether it is used in the premises or fed
back onto the grid.
PA has reviewed the portfolio and assessed the stage of development of each
component. We have done this by carefully assessing the design documentation
provided to us by Alternative Energy, interviewing technical staff and visiting
the R&D facility to inspect the systems in operation under test conditions.
PA's view is that each product in the portfolio is in a different stage of
development, with the eSolar being the most mature, with tested laboratory
prototypes having been developed, eHydro being at the concept stage and eWind at
the prototyping stage. For that reason, we have concentrated on assessing the
contribution of eSolar, together with eControl and eStorage, to the valuation of
the company and the patent portfolio. The upside potential for the valuation
from eWind and eHydro has therefore been addressed qualitatively in this version
of the report. Notwithstanding the focus of our detailed analysis on eSolar and
the different stages of product development, our assessment is that the concept
of the "eRoof", i.e. a combination of three micro-power generation technologies
(eSolar, eWind and eHydro) with a storage and a control device in an integrated
solution - is a novelty.
Overall PA believes that the "eRoof" as a modular, hybrid, building-integrated
micro generation system has the potential to be the foundation of a successful
business. This is based on the commercial assessment and valuation of the eSolar
subsystem, the eStorage device and the eControl application only. At this early
stage, it is difficult to quantify the potential for the eWind and the eHydro
subsystems and of potential synergies in their parallel operation with eSolar;
for that reason the upside potential of eWind and eHydro has been addressed
qualitatively in this version of the report.
The upside potential also comes from the idea of combining three micro-power
generation units (eSolar, eWind and eHydro) with an eStorage and an eControl
device in a single solution, which - to our knowledge - is novel.
The main value drivers in our analysis are cost advantages in the off-grid case
(mainly due to eStorage) and the ability to attract customers who value the
aesthetic appearance of the eRoof, compared to, for example, a standard slate
roof with solar panels installed on top. These aesthetic advantages mainly
result from eSolar and its components.
The main result of our assessment of the eSolar, eControl and eStorage subsystem
is as follows:
· On the assumption that by the end of 2010 the eRoof subcomponents
eSolar, eStorage and eControl will reach a stage of development such that it is
functional, safe, reliable and ready for mass production we estimate the value
of Alternative Energy as a venture being approximately US$200 mio in our base
case. The major uncertainty is whether AEL can bring the product up to the
status for mass production in the short period envisaged.
· We further estimate the value of the patents involved in the eRoof
product is in the order of US$ 31.5 mio in our base case. The major uncertainty
behind this value is whether some or all of the patents will be granted by
passing the key tests of novelty, containing an "inventive step" and
demonstrating of utility."
PASP have not analysed the energy saving products being developed by the Company
but further details of these products are included in Part 2 of the Document to
provide further background of the benefits to the company of acquiring the eRoof
technology.
FINANCIAL INFORMATION
Set out in Part 6 of the Document are the audited financial statements of the
Company for the year ended 31 August 2009 and the audited results for the year
ended 31 August 2008 incorporating as comparatives the audited results for the
period from incorporation to 31 August 2007. These have been prepared in
accordance with International Financial Reporting Standards ("IFRS") and
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations that have been adopted for use in the EU and with those parts of
the Companies Act 2006 applicable to companies reporting under IFRS.
Unaudited Pro Forma Statement of Net Assets for the Enlarged Group
Set out in Part 7 of the Document is an unaudited pro forma statement of net
assets for the Enlarged Group showing the effects of the Acquisition and the
recent placings and Convertible Loan on the Enlarged Group. This shows net
assets following implementation of the Proposals of US$ 23,864,689.
Working Capital
On Admission, the Company will have net cash balances of approximately US$2.5
million.
The Directors are of the opinion that, having made due and careful enquiry, the
working capital available to the Enlarged Group will be sufficient for its
present requirements, that is for at least twelve months from the date of
Admission.
REASONS FOR THE ACQUISITION
The Directors believe that the Technology reviewed by the Company's research
team, further details of which are set out in Parts 2 and 5 of the Document,
demonstrates a new approach to energy generation. This has been the subject of
extensive testing and research by the Company's own research engineers.
The review carried out by PA Strategy Partners, which supported and supplemented
the Company's own research, examined the technical substance and viability, as
well as the market and value of the Technology. Both internal and external
reports indicate that the Company has the opportunity to acquire and develop
technology of significant value which offers it the potential to become a
participant in the growing alternative energy market in accordance with the
Company's business philosophies and strategies, which are set out in further
detail in Part 2 of the Document.
The Company is paying for the Acquisition in Consideration Shares and the
Company's cash reserves will therefore be conserved for the exploitation of the
Technology.
As referred to above, subject to the acquisition of the Technology, the base
case valuation of the business of the Company given by PA Strategy Partners is
US$200 million. To achieve this valuation, the Company is making the acquisition
for US$20 million in shares, which represents a significant discount to the base
case valuation for the Technology (including four other related patents applied
for by AEL already) of US$31.5 million given by PA Strategy Partners, as
described further in Part 5 of the Document. In addition, the Consideration
Shares are to be issued in tranches, conditional on the granting of certain
patents, and hence the Company is only purchasing the remaining patents as and
when they are granted. The Technology being acquired also includes technologies
which were not valued by PA Strategy Partners but which the Directors' believe
could have a material value, such as eWind and technologies, for which patents
are in process, such as eCladding and eCapping. The Deferred Consideration
Shares will in any event be issued as patents are granted, with three patents
being granted to date.
The Board has also noted that recent global financial turmoil has meant that the
market and opportunities for investment companies has changed significantly,
whereas it appears to have remained attractive for businesses in the alternative
energy sector and therefore the Board believes this is a good time to become an
operating company within the alternative energy sector.
In the circumstances, the Independent Directors are unanimous in considering
that the Acquisition and the change of the status of the Company from an
investment company to a company active in the Technology, Hardware and Equipment
sector is in line with the Company's founding principles and offers the most
attractive way for the company to achieve growth for the benefit of its
shareholders.
THE ACQUISITION
Summary of the Acquisition Agreement
The Acquisition is conditional upon approval by shareholders of the Whitewash
Resolution and the admission of the Initial Consideration Shares to trading on
AIM by 30 June 2010. If the conditions precedent are not fulfilled by 30 June
2010, then either the Company or the Vendor may at any time thereafter rescind
the Acquisition Agreement.
In consideration for the Acquisition, the Company will issue and allot to the
Vendor or its nominees the Consideration Shares at an issue price of US$0.03 per
share with an aggregate value of US$20 million. Subject to the conditions
precedent having been fulfilled by 30 June 2010 to the reasonable satisfaction
of the Company, the Acquisition will complete on the date falling seven (7) days
after the conditions precedent are fulfilled. The Consideration Shares will be
issued to the Vendor or its nominees (a) on completion of the Acquisition
Agreement, as to 199,999,999 consideration shares in consideration for the
patents already granted, and (b) the balance of the Consideration Shares shall
be allotted in tranches of 66,666,666 forthwith upon the first grant of each and
any further patents relating to any of the remaining patent applications within
twelve months from the completion date of the Acquisition Agreement. The parties
will review the position in twelve months time following which the Company can
elect, in the event that less than seven patents relating to the patent
applications have been granted in that time, either to complete the Acquisition
and allot the balance of the Consideration Shares or to cancel the Acquisition
insofar as it relates to technology for which patents have not been granted and
for which Consideration Shares have not been issued.
The Vendor has given certain warranties in respect of, inter alia, the
intellectual property rights relating to the Technology, specifically that the
Technology is the legal and beneficial property of the Vendor free and clear of
any restrictions or encumbrances and not subject to any claim or opposition from
any person as to title, validity, enforceability, or otherwise. The Vendor has
warranted that it has not received any written notice of any claims or
proceedings of intellectual property infringement in Singapore or elsewhere from
any third party in respect of the Vendor's use of the intellectual property
rights relating to the Technology, and the Vendor has not infringed or
wrongfully used, nor has the Vendor been alleged to infringe or wrongfully use
any of the intellectual property rights relating to the Technology, nor has any
claim of such infringement or wrongful use been made against the Vendor.
CONVERTIBLE LOAN FACILITY
On 14 May 2010, Christopher Nightingale agreed to provide the Company with a
Convertible Loan Facility for up to US$2 million, conditional on Shareholder
approval, at the General Meeting, for general working capital. The Convertible
Loan Facility is interest free, unsecured and repayable through the issue of
Ordinary Shares at US$0.03 per Ordinary Share or in cash on or before 1 May
2012.
WHITEWASH WAIVER
Set out in Part 8 of the Document are further details on the application of the
Takeover Code in relation to the Acquisition and a proposed convertible loan
agreement to be entered into with Mr. Nightingale and the effect of the said
transactions on the Company.
CURRENT TRADING AND FUTURE PROSPECTS
The Directors believe that the Enlarged Group will be well placed to participate
in the growing market and demand for alternative energy systems.
The market research contained in Part 2 of the Document, as well as the research
carried out by PASP and incorporated in their report contained in Part 4 of the
Document, confirms the significant expected growth in the alternative energy
sector which is expected over the next decade.
The Directors believe that the Technology which the Company is proposing to
acquire offers advantages and features which differentiate it from currently
available technology and the Company has already received expressions of
interest from third parties interested in the potential of that Technology. The
Company therefore anticipates being able to develop a successful and sustainable
business by bringing the "eRoof" technology into production and marketing it
worldwide.
Since the admission to AIM in 2007, AEL has continued to analyse the technical
viability of investment proposals and also to develop its own technical
competence. Since the acquisition by AEL of Renewable Power, Dr. Eric Goh, Dr.
Tay Boon Hou and their team have been evaluating a number of different
technologies for potential acquisition by the Company, primarily in the field of
solar and wind generated energy, and have themselves developed, in the course of
their research, further technologies which may lead to the Company obtaining its
own proprietary technology. Indeed, the Company currently has been granted
patents in respect of three inventions that complement the eRoof. In the year
ended 31 August 2009 AEL spent US$290,884 developing this technology whilst it
made a loss of US$2,578,044. Cash as at 31 August 2009 was US$1,798,732.
As described above, as a method of revenue generation, the Company is intending
to market its own range of energy saving products, industry LED light bulbs and
street lights. Revenues are yet to be generated but a number of distribution
relationships have been established. On 26 February 2010, the Company announced
that, further to the repurchase into Treasury of 40,042,966 Ordinary Shares by
the Company in September 2008, the Company issued and allotted 19,370,000 of
these Ordinary Shares at US$0.03 per share thereby raising a total of
US$581,100. The monies have been used for general working capital purposes. In
addition, the Company also issued and allotted 15,580,000 new Ordinary Shares at
US$0.03 per share in February 2010 thereby raising a total of US$467,400.
On 14 May 2010, Christopher Nightingale agreed to provide the Company with a
Convertible Loan Facility for up to $2 million. This is conditional on approval
by Shareholders of the Acquisition at the General Meeting.
LOCK-IN ARRANGEMENTS
The Directors and related parties (each as defined in the AIM Rules) whose
interests in the Company will amount in aggregate to 689,100,304 Ordinary Shares
representing 50.01 per cent. of the issued Ordinary Shares on Admission and
755,766,970 Ordinary Shares representing 52.31 per cent. assuming full
conversion of the Convertible Loan Facility, have undertaken not to dispose of
any interest in their Ordinary Shares except in the limited circumstances
allowed by the AIM Rules, for such periods (the "Lock In Period") as described
in further detail in paragraph 5.3 of Part 9 of the Document. Additionally, they
have each agreed, following the expiry of the Lock In Period, to not dispose for
a further 12 month period of any of their interests in the Ordinary Shares held
by them other than through the Company's broker and in consultation with the
Company's nominated adviser subject to being offered terms as to price and rates
of commission at least as favourable as those being offered by any other broker
at that time provided that such orderly market arrangement shall only be
applicable to the Directors and their related parties (as defined in the AIM
Rules) for so long as each Director remains a director of the Company during
that relevant period.
THE SHARE-BASED INCENTIVE SCHEMES
The Company, at the time of the Original Admission, implemented share-based
incentive schemes in order to:
(a) foster an ownership culture within the Company to build a stronger
identification by the employee with the long-term prosperity of the Company and
create value for the Shareholders of the Company;
(b) motivate participants to achieve performance targets and a high level of
contribution to the Company;
(c) attract and retain talented key executives and directors of the Company
whose contributions are essential to the long-term growth and profitability of
the Company;
(d) attract potential employees with the relevant skills to contribute to
the Company; and
(e) give recognition to the contribution made or to be made by the Executive
Directors to the success of the Company.
To achieve the above objectives, the Company has at the time of the Original
Admission, implemented the following schemes:
(a) the AEL ESOS; and
(b) the AEL Share Performance Plan collectively, the "Schemes".
The ESOS Committee has on 5 May 2010 resolved to grant Incentive Options to the
following individuals under the existing AEL ESOS scheme exercisable at US$0.03
per Ordinary Share*:
+--------------------+-------------------------+----------------+
| Name | Designation | Number of |
| | | Share Options |
+--------------------+-------------------------+----------------+
| Directors | | |
+--------------------+-------------------------+----------------+
| Richard Lascelles | Non-executive | 10,000,000 |
| | Director | |
+--------------------+-------------------------+----------------+
| Noel Meaney | Non-executive | 10,000,000 |
| | Director | |
+--------------------+-------------------------+----------------+
| Bay Yew Chuan | Non-executive | 10,000,000 |
| | Director | |
+--------------------+-------------------------+----------------+
| (Eric) Goh Swee | Executive Director | 10,000,000 |
| Ming | | |
+--------------------+-------------------------+----------------+
| Group Executives | | |
+--------------------+-------------------------+----------------+
| Tay Boon Hou | Chief Technology | 10,000,000 |
| | Officer | |
+--------------------+-------------------------+----------------+
| Chan Mun Kong | Financial | 9,000,000 |
| | Controller | |
+--------------------+-------------------------+----------------+
| Ang Teck Wee | Research Engineer | 5,000,000 |
+--------------------+-------------------------+----------------+
| Chung Chee Wan | Accounts-Administration | 3,000,000 |
| Esther | Executive | |
+--------------------+-------------------------+----------------+
| Yuen Suen Yee | Research Engineer | 3,000,000 |
| Thomas | | |
+--------------------+-------------------------+----------------+
| Er Kuan Yi Wilson | Assistant | 3,000,000 |
| | Procurement Manager | |
+--------------------+-------------------------+----------------+
| Mohamed Ay Di Bin | Driver | 2,000,000 |
+--------------------+-------------------------+----------------+
| Mohamed Yusoff | | |
+--------------------+-------------------------+----------------+
| Lee Eng Chai | Senior Research | 2,000,000 |
| | Engineer | |
+--------------------+-------------------------+----------------+
| Wong Ying Yao | Research Engineer | 2,000,000 |
+--------------------+-------------------------+----------------+
| Bill Cartledge | Consultant | 2,000,000 |
+--------------------+-------------------------+----------------+
| TOTAL | | 81,000,000 |
+--------------------+-------------------------+----------------+
*Subject to the discount limit contained in the ESOS Scheme of no more than 20
per cent. discount to the average of the last dealt prices for the Shares on AIM
over the five (5) market days immediately preceding the offering date of the
option.
ADMISSION TO AIM AND DEALINGS
The Acquisition will constitute a "reverse take-over" under the AIM Rules and is
therefore dependant upon the approval of Shareholders being given at the
Extraordinary General Meeting, details of which are set out below.
Application will be made for the Ordinary Shares and the Consideration Shares to
be admitted to trading on AIM and it is anticipated that Admission will become
effective and that trading in the Enlarged Ordinary Share Capital on AIM will
commence on 2 June 2010.
RELATED PARTY TRANSACTIONS
Mr. Christopher Nightingale wholly owns the Vendor and he is both a Director and
a 42.44 per cent. shareholder in the Company as the beneficial owner of
500,000,000 Ordinary Shares and as a recipient of Consideration Shares. The
Acquisition is, therefore, a Related Party Transaction under the AIM Rules.
Accordingly, the Independent Directors, having consulted the Nominated Adviser,
consider that the terms of the Acquisition are fair and reasonable insofar as
shareholders are concerned.
In addition, for the reasons above and as Christopher Nightingale is also
providing the proposed Convertible Loan Facility, this is a Related Party
Transaction under the AIM Rules. Accordingly, the Independent Directors, having
consulted the Nominated Adviser, consider that the terms of the Convertible Loan
Facility are fair and reasonable in so far as shareholders are concerned.
Abstention from Voting
Christopher Nightingale and Perfection Group Limited, are interested parties in
the Acquisition and the Convertible Loan. They will therefore abstain from
voting on the Whitewash Resolution and the Acquisition Resolution (Resolutions 6
and 1) during the EGM.
Service Contracts
There are no intended amendments to the current Director's service contracts as
a result of the Transaction.
EXTRAORDINARY GENERAL MEETING
At the end of the Document, there is set out a Notice convening an Extraordinary
General Meeting of the Company to be held at 2.30 p.m. (or as soon thereafter
following the conclusion or adjournment of the AGM of the Company to be held at
2.00 p.m. on the same day and at the same place), on 31 May 2010 at Hibiscus
Room, Mezzanine Level, Shangri-La Hotel, Singapore Orange Grove Road, Singapore
258350 at which resolutions will be put to Shareholders, as summarised as
follows:
(i) Resolution 1, to approve the proposed Acquisition of the Technology for
an aggregate consideration of US$20 million;
(ii) Resolution 2, to approve the issuance and allotment of Consideration
Shares to the Vendor;
(iii) Resolution 3, to approve the proposed Convertible Loan Facility to be
entered into with Mr. Nightingale;
(iv) Resolution 4, to approve the issue of the Convertible Loan Shares to
Christopher Nightingale;
(v) Resolution 5, to approve the admission of the Enlarged Ordinary Share
Capital of the Company to AIM; and
(vi) Resolution 6, to approve the Whitewash Resolution for waiver of the
requirement for the Concert Parties to make a mandatory offer for all the shares
in the Company.
RECOMMENDATION
Resolutions
The Independent Directors, who have been advised by Beaumont Cornish, consider
that the Proposals described in this Document, including the Acquisition, to be
in the best interests of the Company and the Shareholders as a whole. In
providing its advice, Beaumont Cornish has taken into account the commercial
assessment of the Directors.
Whitewash Resolution
The Independent Directors, taking into account the opinion of Beaumont Cornish
as set out in its letter set out in paragraph 8.3 of Part 8 of the Document, are
of the opinion that the Whitewash Resolution is in the best interests of the
Company. The Independent Directors recommend that Shareholders vote in favour of
Resolution 6, being the Whitewash Resolution.
The Independent Directors wish to highlight the fact that the approval for the
Whitewash Resolution is a condition precedent for the completion of the
Acquisition as envisaged in the Acquisition Agreement and the Convertible Loan
under the Convertible Loan Agreement. Accordingly, in the event Resolution 6 is
not approved, Dragon Energy and/or Christopher Nightingale will have no
obligation to complete its respective obligations as so envisaged.
Shareholders are to note that by voting for Resolution 6 (the Whitewash
Resolution), they are waiving their rights to a mandatory offer from the Concert
Parties at the highest price paid by the Concert Parties in the six (6) months
preceding the commencement of the issue of the relevant shares under either the
Acquisition Agreement or the Convertible Loan Agreement, which the Concert
Parties would otherwise have been obliged to make for the Shares.
The issue of Consideration Shares and the Convertible Loan Shares to the Concert
Party Shareholders will result in the Concert Party Shareholders holding shares
carrying over 49 per cent. of the voting rights of the Company based on its
enlarged issued share capital, and the Concert Party Shareholders will be free
to acquire further shares without incurring any obligation under Rule 14 to make
a Mandatory Offer.
Shareholders are to note that by voting for Resolution 6 (the Whitewash
Resolution), they could be foregoing the opportunity to receive a general offer
from another person who may be discouraged from making a general offer in view
of the potential dilution effect of the proposed transactions.
Summary
In summary, the Independent Directors recommend Shareholders to vote in favour
of all the Resolutions as they intend to do so in respect of their own
beneficial holdings in respect of 82,058,823 Ordinary Shares representing 6.97
per cent. of the Existing Ordinary Share Capital (excluding treasury shares).
Mr. Christopher Nightingale will abstain from voting in respect of his holding
of 2 Ordinary Shares and will procure that Perfection Group Limited will abstain
from voting in respect of 499,999,998 Ordinary Shares, collectively representing
42.44 per cent. of the Existing Ordinary Share Capital (excluding treasury
shares) of the Company.
ANNUAL GENERAL MEETING
The Company has also posted its notice of Annual General Meeting which will be
held at 2.00 p.m. on 31 May 2010 at Hibiscus Room, Mezzanine Level, Shangri-La
Hotel, Singapore Orange Grove Road, Singapore 258350. The Notice of Annual
General Meeting can be found at the Company's website
www.alternativeenergy.com.sg.
A copy of the Circular and Notice of EGM can be found at the Company's website,
www.alternativeenergy.com.sg.
ENDS
For further information, please contact:
Alternative Energy Limited
Christopher Nightingale
Tel: 0065 900 82702
Richard Lascelles, Director
Tel: 020 7408 1067
Beaumont Cornish Limited
Roland Cornish
Tel: 020 7628 3396
DEFINITIONS
In this Document, where the context permits, the expressions set out below shall
bear the following meanings:
"Acquisition" the proposed
acquisition by the Company of the Technology
as described in the Document
"Acquisition Agreement" the conditional agreement dated
14 May 2010 between (1)
the Vendor and (2) the Company relating to the Acquisition, a summary of the
principal terms of which is set out in paragraph 5.4 of Part 8 of the Document
"Act"
The Companies Act (Cap. 50) of Singapore, as amended
from time to time
"Admission" the re-admission of the
Existing Ordinary Shares and the
admission of the New Ordinary Shares to trading on AIM following completion of
the Acquisition and such admission becoming effective in accordance with Rule 6
of the AIM Rules
"AEL ESOS" the share option scheme
adopted by the Company on 2 July
2007 described in paragraph 6 of Part 8 of the Document
"AEL Share Performance Plan" the share performance plan
adopted by the Company on
2 July 2007 described in paragraph 5 of Part 8 of the Document
"AIM" AIM, a
market operated by the London Stock Exchange
"AIM Rules" the rules of the London Stock
Exchange governing admission
to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM
Rules for Nominated Advisers
"Annual General Meeting" or the Annual General Meeting of the Company
to be held on 31
"AGM" May 2010
"Articles of Association" or the articles of association of
the Company as at the date of
"Articles" this
Document
"Beaumont Cornish" or "BCL" Beaumont Cornish
Limited, the Company's Nominated
Adviser, authorised and regulated by the FSA
"Board" or "Directors" the board of directors of the
Company whose names are set
out on page 9 of the Document
"Business" the
ongoing business of the Company following the
Admission and the Acquisition
"City Code" the City
Code on Takeovers and Mergers
"Combined Code" the Principles of Good
Governance and Code of Best
Practice published in July 2003 by the Financial Reporting Council
"Company" Alternative
Energy Limited
"Completion" the completion of
the Proposals
"Concert Parties" Dragon Energy, Christopher
Nightingale, Perfection Group
Limited and other parties acting in concert with them as defined in the Takeover
Code
"Consideration Shares" the aggregate of the Initial
Consideration Shares and
Deferred Consideration Shares, being 666,666,666 new Ordinary Shares to be
issued to the Vendor pursuant to the Acquisition
"Convertible Loan Facility the agreement setting out
the terms of the Convertible Loan
Agreement"
Facility, as summarized in paragraph 5.5 of Part 9 of the
Document
"Convertible Loan Facility" the interest-free US$2 million
revolving convertible loan
facility, convertible into Shares in the Company at US$0.03
each proposed to
be provided by Mr. Nightingale, further
details are set out in paragraph 6 of
Part 1 of the Document
"Convertible Loan Shares" the 66,666,666 Ordinary
Shares which may be issued by the
Company pursuant to a conversion of amounts owing under the Convertible Loan
into Shares.
"CREST" the computerised
settlement system for trading securities in
uncertificated form operated by Euroclear UK & Ireland Limited
"CREST Regulations" the Uncertificated
Securities Regulations 2001 (SI2001/3755)
as amended and any applicable rules made under those Regulations
"Custodian" the Depositary's
nominated custodian
"Deferred Consideration up to a maximum of 466,666,667
Ordinary Shares to be
Shares" issued in the next
12 months and conditional on the granting
of 7 Patents
"Depositary"
Computershare Investor Services Plc
"Depositary Interests" dematerialised
depositary interests representing underlying
Ordinary Shares in the ratio of 1:1
"Document" the admission document issued by the
Company and dated 14 May 2010
"Dragon Nominees" those parties nominated by
Dragon Energy to receive
Consideration Shares
"DTR" the Disclosure
Rules and Transparency Rules issued by the
FSA
"eRoof" the system being
developed by the Company utilising the
Technology
"Enlarged Group" the Company and any of its
Subsidiaries on Admission
+----------------------+----------------------------------------------+
| "Enlarged Ordinary | the issued ordinary share capital of the |
| Share Capital" | Company upon Admission consisting of the |
| "Existing Ordinary | Existing Ordinary Shares and the Initial |
| Share Capital" | Consideration Shares |
| | the issued ordinary share capital of the |
| | Company as at the date of this Document |
+----------------------+----------------------------------------------+
"Existing Ordinary Shares" the Ordinary Shares in
issue as at the date of the Document
"Extraordinary General the extraordinary general
meeting of the Company to be held
Meeting" or "EGM" at 2.30 p.m. on 31 May
2010 or any adjournment thereof,
notice of which is set out at the end of the Document
"Financial Services and the Financial Services and
Markets Act 2000
Markets Act" or "FSMA"
"Form of Proxy" the form of proxy for use by
Shareholders in connection with
the EGM
"FSA" the Financial
Services Authority, the single statutory regulator
under FSMA
"Fully Enlarged Share Capital" the fully enlarged share
capital in the Company comprising
the Existing Ordinary Share Capital, the Consideration Shares and the
Convertible Loan Shares
"Independent Directors" the Directors other than Mr.
Christopher Nightingale who is
connected to the Vendor
"Independent Shareholders" the Shareholders other than Mr.
Christopher Nightingale who
is connected to the Vendor
"Initial Consideration Shares" the 199,999,999 Ordinary
Shares to be issued on Completion
"ISIN" International
Securities Identification Number
"Latest Practicable Date" the latest practicable date
prior to the printing of this
Document for the purpose of ascertaining certain information contained in the
Document
"Lock-In Agreements" the lock-in agreements as
set out in paragraph 5.3 of Part 9
of the Document
"Lock-In Parties" the Vendor, the Directors
and key management of the
Company on Admission
"London Stock Exchange" London Stock Exchange plc
"Member Account ID" the identification code or
number attached to any member
account in CREST
"New Ordinary Shares" the Consideration Shares
"Official List" the official list of the
UK Listing Authority
"Ordinary Shares" ordinary shares in the
share capital of the Company
"Original Admission" the original admission to
trading on AIM of the Company's
Ordinary Shares in October 2007
"PASP" or "PA Strategy PA Strategy Partners Ltd
Partners" or "PA"
"Panel" the Panel on Takeovers
and Mergers
"Participant ID" the identification code or
membership number used in
CREST to identify a particular CREST member or other CREST participant
"Pound" or "GBP" Pound
Sterling, the lawful currency of the United Kingdom
"Proposals" the Acquisition, the
Admission and the Resolutions
"Resolutions" the resolutions to be
proposed at the EGM as set out in the
Notice of EGM at the end of the Document and "Resolution" shall mean any one of
them as appropriate
"Shareholders" holders of Existing
Ordinary Shares
"Subsidiaries"
Renewable Power Pte Limited, Alternative Energy
Technology Pte Limited, Alternative Energy Limited (BVI) and Alternative Energy
(Middle East) Limited
"Takeover Code" The
Singapore Code on Takeovers and Mergers
"Technology" the patented and
other intellectual property being acquired
from Dragon Energy Pte Limited, a company controlled by Mr. Christopher
Nightingale, a Director of the Company
"UK" or "United Kingdom" United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the Financial Services
Authority acting in its capacity as the
competent authority for the purposes of Part VI of the Financial Services and
Markets Act 2000
"Uncertificated" or "in an Ordinary Share
recorded in the Company's register as
uncertificated form" being held in
uncertificated form in CREST and title to which
by virtue of the CREST Regulations may be transferred by means of CREST
"United States" or "US" the United States of
America, its territories and possessions
and any state of the United States and the District of Columbia
"US$" United States
dollars, the lawful currency of the United States
of America
"Vendor" or "DEPL" or Dragon Energy Pte. Ltd., a
company controlled by
"Dragon Energy" Mr. Christopher
Nightingale
"Whitewash Resolution" the resolution to approve
Whitewash as set out in the Notice
of General Meeting
"Whitewash Waiver" The
waiver granted by the SIC of the requirement for the
Concert Parties to make the mandatory offer. This waiver is subject to the
satisfaction of certain conditions, details of which are set out in Part 8 of
the Document
For the purposes of the AEL ESOS and the AEL Share Performance Plan
(collectively, the "Schemes"):
(a) in relation to a Shareholder (including, where the context requires, the
Company), "control" means the capacity to dominate decision-marking, directly or
indirectly, in relation to the financial and operating policies of that company;
(b) unless rebutted, a person who holds directly or indirectly, a
shareholding of 15 per cent. or more of the Company's issued share capital shall
be presumed to be a Controlling Shareholder; and
(c) in relation to a Controlling Shareholder, his "associate" shall have the
meaning ascribed to it by the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSFUFILFSSELI
Alternative Energy (LSE:ALR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Alternative Energy (LSE:ALR)
Historical Stock Chart
From Jul 2023 to Jul 2024
