TIDMKED
RNS Number : 0877U
Kedco PLC
21 December 2012
Press release 21 December 2012
Kedco plc
("Kedco" or the "Company")
Completion of acquisition of Reforce Energy Limited
Kedco plc, (AIM:KED) the renewable energy group focusing on the
production of clean energy in the UK and Ireland, announces that it
has completed the acquisition of Reforce Energy Limited ("Reforce")
(the "Acquisition"). Consideration for the Acquisition will
initially be satisfied via the issue of 139,386,678 ordinary shares
in Kedco (the "Ordinary Shares") to Reforce. A further issue of
59,737,148 Ordinary Shares to Reforce will take place when Reforce
obtains eight planning permissions for renewable energy projects
from its project pipeline. The shareholders of Reforce have agreed
to an orderly market arrangement in relation to the Ordinary
Shares, which they will acquire for a period of twelve months from
the date of issue.
Reforce shareholders will be issued with 19,912,383 warrants
(the "Reforce Warrants") to subscribe for Ordinary Shares. The
Reforce Warrants will entitle holders to subscribe for new Ordinary
Shares at a price of GBP0.016 and are exercisable at any time prior
to the third anniversary of their issue.
Reforce is a renewable energy development company focused on
small-scale renewable projects across various technologies.
Reforce's key markets are the UK, Ireland and Northern Ireland,
where it already has an active pipeline of over 60 projects, with a
potential capacity of in excess of 40MW, at various stages of
development. Reforce was founded by Steve Dalton and Tim O'Keeffe
in 2011.
In the period from 18 February 2011 (the date of incorporation
of Reforce) to 31 December 2011, Reforce incurred a loss before tax
of EUR48,260. As at 31 December 2011, Reforce's net assets, which
are recorded at their net book value for accounting purposes,
totalled EUR400,343.
Kedco's consolidated financial statements for the year ending 30
June 2013 will include Reforce's financial performance from the
date of completion of the Acquisition.
Steve Dalton, a director of Reforce will today join the Board of
Kedco as an Executive Director. Mr Dalton was previously head of
RBS Ulster Bank's project finance business in Ireland with specific
responsibility for the financing of renewable energy projects. For
over six years he led the financing of 35 renewable energy projects
with a combined capacity in excess of 500MWs. He was a founder
director of Reforce Energy Limited and Mexican Renewable Energy
Limited, both renewable energy development companies.
As a result of the acquisition of Reforce Energy by Kedco, Mr
Dalton will have an interest in 24,146,213 Ordinary Shares and
3,449,459 Reforce Warrants.
Further information on Mr Dalton is provided below.
Gerry Madden, CEO of Kedco, commented:
"We are very pleased to announce the completion of the
acquisition of Reforce. The acquisition increases our pipeline of
projects under development and adds depth to our management team.
We are delighted to welcome Steve Dalton to the Board as an
Executive Director. With his considerable experience in the
renewable energy sector, he brings invaluable knowledge and
expertise to assist with the Company's future growth and
development. We feel strongly that bringing together both
companies' experience in the renewable energy sector is an ideal
match and enhances our aim of becoming one of the UK and Ireland's
largest independent renewable energy companies."
Exercise of FBD Warrants
As detailed in Kedco's announcement of 27 November 2012, the
Company's major shareholder, Farmer Business Developments plc
("FBD"), currently has 32,352,620 warrants (the "FBD Warrants"). As
a result of the Acquisition, FBD will convert all of its FBD
Warrants into Ordinary Shares on a one-for-one basis (the
"Conversion").
Issue of Management Warrants
On 20 December 2012 the Board of Kedco agreed to grant warrants
to Gerry Madden CEO of the Company, over a total of 30,000,000
Ordinary Shares (the "Management Warrants"). The purpose of the
Management Warrants is to incentivise the CEO during a key phase in
the development of the company. The Management Warrants are
exercisable by Mr Madden at a price of GBP0.016 per ordinary share
and are exercisable at any time prior to the third anniversary of
their issue.
Interests in Kedco shares
Following the Acquisition and the Conversion, the following
Kedco shareholders will have an interest in excess of 3 per cent.
in the Ordinary Shares:
Number of shares Percentage of issued
held share capital following
the Acquisition and
the Conversion
FBD 299,696,768 26.79
Edward Barrett 86,194,592 7.71
Ronan Barrett 65,207,621 5.83
John Barrett 53,092,933 4.75
Johnny Barrett 34,189,491 3.06
Pursuant to the Acquisition and the Conversion, an application
will be made for the admission of 171,739,298 new Ordinary Shares
in the Company to trading on AIM. The new Ordinary Shares, which
will be issued, fully paid, will rank pari passu in all respects
with the existing ordinary shares of the Company. Admission of the
new Ordinary Shares to trading on AIM is expected to occur on 28
December 2012.
As a result of the Acquisition and the Conversion, the total
number of voting rights as at 28 December 2012 will increase to
1,118,502,058. Shareholders should use this figure as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the FSA's Disclosure and
Transparency Rules.
Additional information on Mr Steve Dalton
Mr Steven Dalton, aged 34, is currently a director of Reforce
Energy Limited, Reforce Energy (West) Limited, Mexican Renewable
Energy Limited, SAAI Limited and Pluckanes Windfarm Limited. In the
last five years he has held no other directorships.
There is no other information that is required to be disclosed
under paragraph (g) of Schedule Two to the AIM Rules for Companies
of the London Stock Exchange
- Ends -
For further information:
+353 (0)21 483
Kedco plc 9104
Gerry Madden, CEO and Interim Finance Director
+44 (0)20 7936
Deloitte Corporate Finance - Nomad 3000
David Smith / Byron Griffin
+44 (0)20 7638
SVS Securities plc - Broker 5600
Ian Callaway / Alex Mattey
+44 (0)20 7398
Abchurch Communications 7714
Joanne Shears / Ashleigh Lezard
About Kedco plc
Kedco plc's business strategy is to identify, develop, build,
own and operate renewable energy electricity and heat generation
plants in the UK and Ireland. These plants will contribute to the
need for sustainable energy from renewable sources.
The Company possesses significant knowledge of renewable energy
markets, clean technologies, fuel sources, project development,
project finance and project delivery.
Kedco has a strong pipeline of renewable energy projects at
varying stages of operation and development, including a 4MW plant
in Newry in Northern Ireland whose initial phase has commenced
operation and a site in North London with full Planning and
Environmental Permission for the conversion of 60,000 tonnes of
waste timber per annum into up to 12MW of electricity and heat. The
Company is also currently engaged in the planning process for
proposed renewable energy projects in Rutland, East Anglia and Clay
Cross, Derbyshire.
Kedco was admitted to trading on AIM, a market operated by the
London Stock Exchange, in October 2008 (AIM:KED).
www.kedco.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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