RNS Number:3907U
Shield Capital PLC
21 November 2005
Press Release To be embargoed until 7.00am
21 November 2005
Shield Capital plc
("Shield Capital" or "the Company")
Proposed acquisition of Aspen Clean Fuels Limited ("Aspen")
Proposed change of name to Aspen Clean Energy plc
Admission to trading on AIM("Admission")
Shield Capital is pleased to announce that it has today entered into a formal
agreement to acquire the entire issued share capital of Aspen ("the
Acquisition") for a total of #14.31 million, to be satisfied by the issue of
143,100,000 Consideration Shares at 10p per share. At the Consideration price,
the market capitalisation of Shield Capital will be #16.95 million.
The Acquisition, which follows a non-binding agreement announced on 25 August
2005, is classified as a reverse takeover under the AIM Rules and is subject,
inter alia, to shareholder approval at the extraordinary general meeting to be
held on 14 December 2005. A resolution will also be proposed to change the name
of the Company to Aspen Clean Energy plc to reflect the change in its
activities. It is expected that dealings on AIM will commence on 15 December
2005.
Aspen is a major supplier of environmentally-adapted alkylate fuels which are
speciality fuels used in motorised tools such as chainsaws and lawnmowers and
other two-stroke and four-stroke engines including mopeds, motorcycles and
outboard motors. Aspen also produces two specialised environmentally-adapted
high octane petrol products for use in go-karts and competition cars as well as
a range of diverse oils and chemical products including Aspen Wood Oil, suitable
for use on garden furniture, and Aspen Clean, a degreasing agent.
Aspen products are sold in 14 countries throughout Europe and the company is
profitable and cash generative. In the six month period to 30 June, Aspen
reported profit before tax of #1.04 million on turnover of #8.12 million. Aspen
continues to demonstrate attractive growth in a number of international markets
and its current trading continues to be in line with the budget for the current
financial year to 31 December 2005.
The board of the Group will initially comprise one executive Director and three
non-executive Directors. Sven Jan Lindblad, currently Chairman and Chief
Executive of Aspen, is the proposed Chief Executive of the Group while Keith
Smith, Shield Capital's Chairman, will become non-executive Chairman. The other
two non-executive Directors will be Simon Mathias, currently a director of
Shield Capital and Tore Karl Erik Claesson, currently a non-executive Director
of Aspen Invest.
Keith Smith, Chairman of Shield Capital, said: "We are delighted to have entered
into this agreement with Aspen which, we believe, will increase shareholder
value. Aspen has a solid track record and operates in an exciting, growth
market. Aspen intends to exploit the current market potential for its alkylate
products by developing existing markets and enhancing its existing product
portfolio as well as through selective acquisitions of complementary businesses.
During the next two years Aspen intends to focus on Finland, France, Italy and
the UK and begin its move into Eastern Europe, initially with the Czech Republic
and Slovakia."
For more information, please contact:
Shield Capital
Keith Smith, Chairman +44 (0)20 77107403
John East/Simon Clements, John East & Partners (nominated adviser) +44 (0)20
7628 2200
Derek Crowhurst, Keith, Bayley, Rogers & Co. +44 (0)20 7871 2232
Liz Vaughan-Adams (Perception Partners) +44 (0)20 7298 2220
+44 (0)7979 853802
Aspen Clean Fuels
Sven Jan Lindblad, Chairman and Chief Executive +46 (301) 230 000
Jakob Kinde, Aamir Quraishi (Libertas Capital Group) +44 (0)20 7569 9650
Shield Capital plc
("Shield Capital" or "the Company")
Proposed acquisition of Aspen Clean Fuels Limited ("Aspen")
Proposed change of name to Aspen Clean Energy plc
Admission to trading on AIM("Admission")
On 25 August 2005, Shield Capital announced that it had entered into a
non-binding conditional agreement to acquire Aspen ("the Acquisition"). I am
pleased to announce that the Company has today entered into a formal agreement,
conditional on, among other matters, shareholder approval and Admission, to
acquire the entire issued share capital of Aspen. The consideration for the
Acquisition is #14.31 million, to be satisfied by the issue of 143,100,000
Consideration Shares at 10p per share.
Aspen is a major supplier of environmentally-adapted alkylate fuels, which are
speciality fuels used in motorised tools and other two-stroke and four-stroke
engines. The company is profitable and cash generative and continues to
demonstrate attractive growth in a number of international markets.
Due to the size of Aspen in relation to the size of your Company and the change
in the Company's investment strategy, the Acquisition is classified as a reverse
takeover under the AIM Rules and is, therefore, subject to Shareholder approval
at the extraordinary general meeting, which will take place at 10.00 a.m. on 14
December 2005 ("EGM"). At the EGM, a resolution will also be proposed to change
the name of the Company to Aspen Clean Energy plc, to reflect the change in its
activities. If all the resolutions are passed at the EGM, the Company will apply
for the enlarged issued share capital comprising 169,450,000 ordinary shares to
be admitted to trading on AIM. It is expected that this will become effective
and dealings on AIM will commence on 15 December 2005.
A consequence of the Acquisition is that the vendors, following completion of
the Acquisition, will hold 84.45 per cent. of the enlarged issued share capital.
As a result, in the absence of a waiver from the requirements of Rule 9 of the
Code, the vendors would be obliged to make a general offer for the Company. The
Panel has agreed, however, to waive the obligation that would otherwise arise as
a result of the Acquisition, subject to the approval of the independent
Shareholders voting on a poll, in general meeting. Accordingly, a resolution
seeking the agreement of Shareholders to a waiver from the provisions of Rule 9
of the Code will also be proposed at the EGM.
This document, which constitutes an admission document for the purposes of the
AIM Rules, sets out the background to, and reasons for, the Acquisition,
explains why the Directors consider that it is in the best interests of the
Company and Shareholders and contains the Directors' recommendation that
Shareholders vote in favour of all the Resolutions at the EGM.
Background information on Shield Capital
Shield Capital was established in March 2005 with the objective of making
investments in companies operating in the financial services industry. The
Directors believed, at that time, that there was a potential opportunity to
capitalise on the ongoing consolidation in that sector, particularly in the
securities industry. Having evaluated a number of businesses in the financial
services sector, the Directors have been unable to identify a suitable target
which, in their opinion, would have enhanced shareholder value and they have,
accordingly, subsequently reviewed opportunities outside the financial services
sector. This has led to the proposed acquisition of Aspen.
Background information on Aspen
Aspen has five wholly-owned subsidiaries, of which one is dormant. The principal
subsidiary is Aspen Invest AB ("Aspen Invest"). The group's trading activities
are conducted by Aspen Petroleum AB ("Aspen Petroleum") , which is a
wholly-owned subsidiary of Aspen Invest.
Introduction to Aspen Petroleum
Aspen Petroleum was established in July 1988 by Roland Elmang, a chemist whose
background was at BP plc and Volvo AB. He developed alkylate petrol, a
speciality fuel used in small motorised tools which, he believed, was more
environmentally and user friendly and subsequently established Aspen Petroleum.
Mr. Elmang subsequently approached Husqvarna AB ("Husqvarna"), a leading
manufacturer of motorised tools and a division of Electrolux AB, which agreed to
promote the use of Aspen Petroleum's alkylate fuel with its products and enabled
Aspen Petroleum to gradually expand sales within Sweden and to certain other
international markets.
In 1992, Sven Jan Lindblad, the present chief executive of Aspen and a proposed
Director, joined Aspen Petroleum as chief executive and acquired a majority
stake in the company at that time. Mr. Lindblad had been the deputy chief
executive of Stena Line AB and was well acquainted with both the oil industry
and transport logistics. His business background complemented the technological
expertise of Mr. Elmang and, following his appointment, Mr. Lindblad
accelerated the expansion of Aspen Petroleum into Europe and transferred
production to the current site at Hindas, near Gothenburg, Sweden.
In 1994 Mr. Lindblad acquired Mr. Elmang's shares, to become the sole owner of
the company. Later that year, Aspen Invest, a holding company at the time,
registered previously under the name of Linden Petroleum AB, acquired Aspen
Petroleum, which became the main trading subsidiary. During the same year, two
further subsidiaries Aspen Nedflo AB (production) and Nedflo Forvalting AB
(property) were acquired. A further dormant subsidiary, Linden Petroleum AB was
created in 1998 following the renaming of Linden Petroleum AB to Aspen Invest.
Aspen was established in February 2005. In May 2005, Aspen acquired Aspen Invest
for SEK 80 million which formed part of a leveraged buyout financed by Danske
Bank. Following this transaction, Europanel AB, a company owned and controlled
by Mr. Lindblad, and Libertas Capital Ventures held 60 per cent. and 40 per
cent. of the ordinary issued share capital of Aspen, respectively. In addition,
Europanel AB held a #730,000 nominal of 11.5 per cent. preference share which,
together with accrued interest, was converted into ordinary shares in Aspen on
15 November 2005.
Aspen products are now sold in 14 countries throughout Europe. In the year ended
31 December 2004, approximately 21.6 million litres of alkylate fuel was sold by
Aspen, generating total revenues of SEK 188 million (#13.43 million) and profit
from operations of SEK 17.0 million (#1.21 million).
Alkylate fuel and its advantages
Alkylate fuel is an environmentally-adapted fuel for use in small, motorised
tools such as chainsaws and lawnmowers and other two-stroke and four-stroke
engines. This is a niche market, which has not been exploited by the major oil
companies, which prefer to outsource the production of such non-core products.
The proposed directors of Tore Claesson and Sven Jan Linblad ("Proposed
Directors"), believe that this is due to the relatively small size of the market
for alkylate fuel and the high level of control required in its production.
The alkylation process, from which the fuel derives its name, takes place at oil
refineries by mixing surplus gases from the crude oil distillation and cracking
plants. The result is a liquid, which is a very pure petroleum product. The
alkylate is then mixed by Aspen Petroleum with a number of other components to
produce the finished alkylate fuel product, which is then ready to be used in
most small engines. Alkylate fuel is sold at a premium to conventional petrol
because of its perceived advantages.
Small engines are often uncomplicated, technically simple and operate at less
than optimal combustion rates. This results in much of the fuel escaping unused,
which has a negative impact on both the environment and the user.
Alkylate fuel, owing to its purity, offers several significant advantages over
the use of conventional petrol:
* it is free from aromatic hydrocarbons and olefins, which reduces the
emission of carcinogenic, persistent and toxic polyaromatic hydrocarbons by
up to 90 per cent.;
* emissions of nitrogen oxides are reduced and, consequently, the
contribution to the creation of ground-level ozone is considerably less;
* the purity of the fuel lowers smoke generation and prevents the
accumulation of carbon and soot in the engine, so enhancing the performance
and life of the engine; and
* the product retains its quality over an extended period.
A reduction in toxic emissions provides noticeable health benefits; results from
surveys of professional users (Source: Forskningsstiftelsen Skogsarbeten -
Forest Operations Institute of Sweden and Direk toratet for arbeidstilsynet -
Norwegian Directorate of Labour inspection) of the types of machines using Aspen
Petroleum's fuel demonstrated reductions in headaches, fatigue, eye and throat
irritation, nausea and odour.
A large variety of machines with two-stroke and four-stroke engines can use
Aspen's fuel. These include lawn mowers, grass trimmers, snowblowers,
rotavators, outboard motors, chainsaws, clearing saws, hedge shears, mopeds,
mobile generators and motorcycles.
Aspen products and product development
Aspen produces two main environmentally-adapted fuel products - 2t alkylate fuel
and 4t alkylate fuel, which together make up over 90 per cent. of Aspen's
revenues. The 2t product is mixed with 2 per cent. fully synthetic two-stroke
oil and is used in machines that do not have a separate oil feed, such as
chainsaws. The 4t product is pure alkylate fuel and is used in four-stroke
engines.
Aspen also produces two specialised environmentally-adapted high octane petrol
products, Aspen Indoor (used in go-karts, machine tools and other highly
demanding applications) and Aspen Plus (used in competition cars, motorcycles,
snowmobiles, outboard motors and other demanding applications).
Besides environmental fuel, Aspen also produces diverse oils and chemical
products as follows:
* Aspen Bio Motor Oil - bio-degradable, fully synthetic engine oil;
* Aspen Outboard Oil - bio-degradable, fully synthetic oil for two-stroke
outboard engines;
* Aspen Wood Oil - contains pure boiled linseed oil and an anti-corrosive
agent and is, therefore, suitable for use on garden furniture, wooden
flooring, decking, posts, fencing and wooden jetties;
* Aspen two-stroke Oil - fully synthetic oil for all types of two-stroke
engines which require separate lubrication;
* Aspen Clean - alkaline degreasing agent suitable for washing cars,
floors, plastic furniture, tools, wheel rims, etc; and
* Aspen Light Up - fire-lighting fluid and lamp oil.
Aspen products are delivered in environmentally-adapted packaging.
Aspen operates in a niche market and the Directors and Proposed Directors
believe that it maintains its position as a market leader due to a high level of
innovation and strong environmental involvement. Aspen cooperates closely with
industry professionals, with the aim of developing an alkylate petrol with the
lowest environmental impact and a considerably better working environment for
the end user.
In addition to its own resources, Aspen makes use of a network of researchers
developing new environmentally-adapted products. Aspen's new products are tested
and fine-tuned in association with the Chalmers Institute of Technology in
Gothenburg and AVL-MTC AB, a wholly owned subsidiary of AVL List GmbH, low
emission engine technology consultants.
Production process
Purity and safety are the key control elements in the production process for
Aspen fuels and the Aspen management team monitors each stage of the production
process.
Refined pure alkylate is purchased from a variety of producers in Europe under
purchase agreements stipulating the quality of the product and is shipped by
tanker to Gothenburg. Aspen ensures that the tanker has been thoroughly cleaned,
to ensure, as far as possible, that no residue will contaminate the fuel.
Similarly, upon arrival in Gothenburg, the pipes transferring the fuel to the
storage tanks are monitored for contaminants. Independent surveyors check the
quality of the alkylate on departure from the refinery and upon arrival in
Gothenburg.
In Gothenburg, chemical compounds are mixed with the pure alkylate in accordance
with precise formulae applied by Aspen to produce the alkylate fuel. Aspen rents
storage tanks at Gothenburg harbour from Koninklijke Vopak N.V., an independent
provider of tank storage. The alkylate fuel is thereafter transferred to Aspen's
Hindas plant, close to Gothenburg, by truck where it is blended, if required,
and packaged into canisters. The product is distributed by truck throughout
Europe by third party hauliers.
Aspen Petroleum invested in additional storage tanks and an automated canister
filling and packaging facility at its Hindas site during. The Proposed Directors
estimate that plant now has an annual packaging capacity of close to 40 million
litres based on a two-shift working day.
Aspen Petroleum's facilities are ISO 9001 quality assured and ISO 14001
environmentally certified.
Sales and marketing
Aspen's products are available in outlets where forestry and gardening equipment
can be obtained, including specialist dealers, gardening superstores and
builders' merchants.
As mentioned above, Aspen has established a relationship with Husqvarna, an
Electrolux AB subsidiary which has a strong global market position in the sales
of outdoor power products for parks, forests and gardens. Husqvarna promotes the
use of Aspen environmentally-adapted fuels with its products in Sweden and has
made introductions to its dealer network in a number of European countries to
date. Husqvarna believes that use of Aspen fuel extends the life and efficiency
of tools and this, combined with the environmental and health benefits, plays a
role in Husqvarna's marketing strategy.
Husqvarna has a global distribution network of over 18,000 dealerships. Whilst
Aspen intends to concentrate its short-term marketing effort on Europe, the
Directors and Proposed Directors believe that the company will be able, in due
course, to utilise Husqvarna's extensive global network of dealers. Aspen has
found that the relationships in export markets have taken two to three years to
develop before sales growth becomes significant. Management seeks to raise
awareness first with professional users. Aspen has a rolling programme with
markets at varying stages of penetration. While the Swedish, Norwegian, German,
Swiss and Dutch markets have been developed for some time, growth in these
territories is still strong. During the next two years Aspen intends to focus on
Finland, France, Italy and the UK and begin its move into Eastern Europe,
initially with the Czech Republic and Slovakia.
In those countries where Husqvarna's presence is not as strong, Aspen has sought
to develop relationships with specialised tool manufacturers which have a large
market share. For example, in Germany, Aspen has established relationships with
Dolmar GmbH and dealers of other manufacturers.
It is important to note that Aspen has established its own independent network
of distributors. For example, in Germany Aspen Petroleum has a 50 per cent.
ownership in a sales company, Aspen Produkte Handel GmbH while in Sweden, Aspen
has developed a strong trading relationship with Sweden's largest agricultural
industry group.
Furthermore, Aspen has relationships with a number of major oil companies for
whom Aspen blends alkylate under private label.
The Directors and Proposed Directors believe that an experienced management
team, such as Aspen Invest can offer, will be able to access markets
increasingly committed to environmental and health-led initiatives, thereby
continuing to generate attractive growth.
Strategy
Aspen Invest intends to exploit the current market potential for its alkylate
products. To accomplish this, Aspen Invest is currently focusing on three
primary strategic initiatives:
* developing existing markets and expanding international reach;
* enhancing existing product portfolio through new product development;
and
* growth through selective acquisitions of complementary businesses.
Whilst Aspen intends to concentrate its short-term marketing on Western Europe
to develop those markets in which it is already present, the Directors and
Proposed Directors believe that the company will be able, in due course, to
expand its operations into Eastern Europe, initially with the Czech Republic and
Slovakia. Further potential markets for Aspen's products will be considered as
and when appropriate.
Aspen directors and key employees
Mr. Lindblad is the sole director of Aspen and his details are provided below in
the section headed, "Directors and Proposed Directors".
He is supported by a staff of 37, including the following key personnel:
Per Hallberg, Managing Director of Aspen Invest, aged 57, began his career in
marketing, becoming marketing director of Armaturjonsson AB in 1985. He was
promoted to chief executive in 1988 and subsequently held chief executive
positions with Ernstrom AB and Optiroc AB, both having domestic as well as
European operations. In 1998 he became Vice President and Head of Industrial
Investments of the Sixth Swedish National Pension Fund, an investor in unlisted
SMEs with assets of Euro 160 million. In 2002 he became a senior partner with a
private equity fund, NE Advisory AB (Nordico), before joining Aspen Invest in
2004.
Birger Agnetun, Operations Director of Aspen Invest, aged 52, plays a key role
in the production process and technological support. Mr. Agnetun was a career
academic, researching in the field of fuels and emission at Sweden's Chalmers
University of Technology in the Department of Internal Combustion Engineering.
Subsequently he worked for Volvo Car Corporation, rising to become manager of
the fuels & emissions, environmental department in 1994. In 1996 he joined Aspen
Invest to manage quality control and the technical aspects of the production
process.
Charlotta Lindblad, Finance Director of Aspen Invest, aged 34, joined Aspen
Petroleum in 1999 as Accounts Assistant, having previously obtained an MSc in
Business Administration and Economics from Gothenburg University. Between 2000
and 2004 Ms Lindblad was responsible for accounting and subsequently become
Aspen Invest's Finance Director.
Jonathan Bradley-Hoare, Company Secretary and Financial Controller of Aspen,
aged 43, qualified in 1988 as a chartered accountant. After having spent two
years as an internal auditor and finance manager at TSB Bank, Mr. Bradley-Hoare
joined Standard Chartered Bank as the chief accountant for UK. In 1994, he
joined Mellon Bank and later became the financial controller of Prudential
Banking plc (now known as "Egg") where he had the responsibility for
establishing its finance department from inception. In 1999 he joined the board
of Zoa Corporation Plc, a distribution company which floated on AIM, as finance
director. Much of his time was spent on merger and acquisition work, preparing
budgets, forecasts and consolidations. Since 2001, he established his own
accountancy practice and in 2003 he merged it with Harley Street practice, MMBH
Limited. He joined Aspen in February 2005 as Company Secretary and Financial
Controller.
The Directors and Proposed Directors have confirmed that the existing employment
contracts, including any pension rights, of all employees of Aspen will be fully
safeguarded.
Terms of the Acquisition
Shield Capital is proposing to acquire, subject to shareholder approval and
Admission, the entire issued share capital of Aspen for #14.31 million to be
satisfied through the issue of 143,100,000 Consideration Shares at 10p per
share.
The Acquisition Agreement is conditional, inter alia, upon approval by
shareholders as, under the AIM Rules, the Acquisition is classified as a reverse
takeover on account of its size relative to Shield Capital and is therefore
required to be conditional upon such approval. In addition, the Acquisition is
conditional upon the necessary resolutions being passed at the EGM and Admission
of the enlarged issued share capital to trading on AIM.
Financial information on Aspen
The following table sets out key financial information relating to Aspen for the
three year period to 31 December 2004.
Year ended 31 Year ended 31 Year ended 31
December 2002 December 2003 December 2004
SEK '000 SEK '000 SEK '000
Turnover 138,455 155,991 188,007
Profit from
operations 13,744 8,527 16,957
Profit Before
Tax 12,280 6,879 15,921
The following table sets out key financial information relating to Aspen for the
six month period to 30 June 2005.
6 months to
30 June
2005
# '000
Turnover 8,123
Profit from operations 1,096
Profit before Tax 1,036
Aspen's current trading continues to be in line with the budget for the current
financial year to 31 December 2005.
Financial information on Shield Capital
Since 9 March 2005, Shield Capital has been a cash shell with no trading
business and only limited ongoing costs. As at 30 June 2005, Shield Capital had
cash balances of #759,000 and net assets of #721,000.
On 6 September 2005, the Company raised #427,000 before expenses by way of a
placing of 4,270,000 Ordinary Shares at 10p per share. At 31 October 2005 the
Company had cash balances of #1,145,000.
Directors and Proposed Directors
The Board of the Group will initially comprise one executive Director and three
non-executive Directors.
On completion of the Acquisition, the Proposed Directors will be appointed to
the Board. In addition, immediately prior to Admission, Brian Moritz and
Jonathan Morley-Kirk, both appointed on 8 March 2005, have agreed to resign as
directors of the Company. Biographical details of the Directors and the Proposed
Directors and their positions on the Board on completion of the Acquisition are
as follows:
Directors
Keith Smith, Non-Executive Chairman, aged 67, began his career on the London
Stock Exchange in 1955. He became a member of the London Stock Exchange in 1963
and a partner in a broking firm in 1968. He has been an arbitrage dealer,
institutional salesman, private client and fund manager and corporate financier.
He has been finance partner, senior partner and chief executive of various
broking businesses. He is currently a senior corporate finance director of
Nabarro Wells & Co. Limited. He is the senior non-executive director of S&U plc,
a FTSE 350 company, and chairman of its remuneration committee. He is a director
of a number of public and private companies. He is a Fellow of the Chartered
Institute of Management, a Fellow of the Securities Institute and a former
Associate of the Institute of Investment Management and Research. He is
co-author of 'The Alternative Investment Market Handbook'.
Brian Moritz, Non-Executive Director, aged 68, is a Fellow of the Institute of
Chartered Accountants, and was until recently chairman of the capital market
group of Grant Thornton UK LLP, one of the UK's top ten accounting firms where
he was registered by the London Stock Exchange as a nominated adviser for
companies seeking admission to AIM and a Listed company sponsor. He has spent
many years advising private companies on flotation, acquisitions and mergers. He
is a director of a number of public and private companies.
Jonathan Morley-Kirk, Non-Executive Director, aged 44, is a Fellow of the
Institute of Chartered Accountants. He is also a Member of the Society of Trust
and Estate Practitioners and a Member of the Securities Institute. He has spent
the majority of his working life in the investment industry in both onshore and
offshore environments. He was formerly a director of SG Warburg Securities
Limited and Samuel Montagu & Co. Limited in London. He moved to Jersey in 1995.
He is Chairman of Fox-Davies Capital Limited, a corporate finance boutique which
is regulated by the Financial Services Authority and a Member of the London
Stock Exchange. He is also a director of a number of public and private
companies.
Simon Mathias, Non-Executive Director, aged 40 began his career in stockbroking
in 1982 at Russell Wood & Company. He then spent five years at Sheppards & Chase
as a private client executive before joining Shore Capital in 1988 where he
spent 14 years in an executive position. He left that company in 2002 as a
director and was head of trading and risk management. He was also a director of
Shore Capital Corporate Limited. More recently he has been trading on a
proprietary basis for a number of City firms.
Proposed Directors
Sven Jan Lindblad, Chairman and Chief Executive of Aspen and Proposed Chief
Executive, aged 61, began his career as a business manager at Volvo AB. In 1973
he joined Industrikredit AB, a company specialising in the provision of loans to
small and mid-sized companies in Sweden, as a financial analyst. In 1976 Mr.
Lindblad became managing director of Ekenas Betong AB, a manufacturer of
concrete roof tiles following which he became managing director of Sensotherm
AB, a manufacturer of heating systems. Subsequently he joined Stena Line AB as a
deputy managing director. Between 1982 and 1992 he was also board member of a
number of Stena Lines AB's subsidiary companies. In 1992, he became managing
director of Aspen Petroleum and he is currently the sole director of Aspen.
Tore Karl Erik Claesson, Non-Executive Director of Aspen Invest and Proposed
Non-Executive Director, aged 61, spent 21 years with Perstorp AB, a speciality
chemicals and materials technology group, holding various positions including
business area manager for Perstorp Components, Inc from 1984 until 1995. In 1995
he was appointed managing director for Hydro Polymers AB , a subsidiary of Norsk
Hydro ASA, and became the senior vice president in 2002. Since 2003, Mr.
Claesson has held a number of directorships of Swedish companies and is
currently a director of Hydro Polymers AB, Plastkretsen (PK) AB, Stripp
Chemicals AB and Temper Technology AB.
Lock-ins and orderly market arrangements
Following Admission, the Directors and Proposed Directors (and companies
connected and/or associated with them) Europanel AB and Libertas Capital
Ventures will be interested, in aggregate, in 146,175,000 Ordinary Shares,
representing approximately 86.28 per cent. of the Enlarged Issued Share Capital.
Under the terms of the Lock-Ins, each of the Directors (other than Messrs Moritz
and Morley-Kirk) and Proposed Directors, Europanel AB and Libertas Capital
Ventures has undertaken with John East & Partners, KBR and the Company that,
save in certain limited circumstances, they will not dispose of any interest in
any Ordinary Shares held by them for a period of twelve months from Admission
without the prior written consent of John East & Partners, KBR and the Company
such consent not to be unreasonably withheld or delayed and then only through
KBR or the Company's broker from time to time.
Further Messrs Moritz and Morley-Kirk have undertaken with the Company, John
East & Partners Limited and Keith, Bayley, Rogers & Co. Limited ("KBR") that
during the period of twelve months following Admission, they will not dispose of
any interest in any ordinary shares held by then other than on an orderly market
basis and through KBR, or through a broker approved by KBR.
The vendorshas informed the Directors and the Proposed Directors that its
members may seek to sell a proportion of their shareholdings, subject to the
identification of suitable purchasers and the consent of John East & Partners
Limited and Keith, Bayley, Rogers & Co.
Share Option Scheme
Following Admission, it is intended that the Company adopts an employee share
incentive scheme pursuant to which options to acquire Ordinary Shares may be
granted to directors and employees of the Group. It is expected that the total
number of Ordinary Shares that may be committed under the scheme, if
implemented, will represent a maximum of 10 per cent. of the group's issued
ordinary share capital from time to time.
Dividend policy
The Directors and Proposed Directors currently intend to apply the Group's cash
resources to invest in the growth of its operations and therefore do not
anticipate paying dividends in the near future. They will reconsider the
Company's dividend policy as and when the Company is in a position to pay
dividends. The declaration and payment by the Company of any dividends will
depend on the results of the Group's operations, its financial condition, cash
requirements, future prospects, profits available for distribution and other
factors deemed to be relevant at the time.
Change of Company name
The nature of the Company's business will be transformed by the Acquisition and
in order to reflect its new activities it is proposed that, on Admission, the
name of the Company be changed to Aspen Clean Energy plc.
Recommendation
The Directors, who have been so advised by John East & Partners, believe that
the Proposals are fair and reasonable and are in the best interests of the
Company and Shareholders as a whole. In providing advice to the Directors, John
East & Partners has taken into account the Directors' commercial assessments.
Accordingly, the Directors recommend that you vote in favour of the Resolutions
as they have undertaken to do in respect of their aggregate holdings of
3,075,000 Ordinary Shares, representing approximately 11.67 per cent. of the
Company's existing issued share capital.
Restoration of Trading on AIM
The document containing information regarding the Transaction will be posted to
shareholders today and copies of the document are available from the offices of
John East & Partners Limited, Crystal Gate, 28-30 Worship Street, London EC2A
2AH.
As the document is now available, the Company anticipates that dealings in the
Company's ordinary shares will be restored at 8.00 a.m today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEAXFPFFESFFE
Libertas Capital (LSE:LBR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Libertas Capital (LSE:LBR)
Historical Stock Chart
From Jul 2023 to Jul 2024
