Merger Update
February 19 2010 - 6:56AM
UK Regulatory
TIDMLEAF TIDMTRE
RNS Number : 4087H
Leaf Clean Energy Company
19 February 2010
19 February 2010
Leaf Clean Energy Company ("Leaf Clean" or the "Company")
On 17 December 2009, the boards of Leaf Clean and Trading Emissions plc
("Trading Emissions") announced that they had reached agreement on the terms of
a recommended all-share merger of Leaf Clean and Trading Emissions.
The merger was conditional on, amongst other things, approval of the scheme to
implement the merger and the Trading Emissions merger resolutions by the Trading
Emissions shareholders and approval of the Leaf Clean merger resolutions by the
Leaf Clean shareholders.
As announced by Trading Emissions earlier today, at the meeting of Trading
Emissions shareholders held today in connection with the scheme, the resolution
to approve the scheme was not passed by the requisite majority. Since the
resolution was not passed, the scheme has lapsed and the merger will not
proceed.
Today's general meeting of the Company will proceed as required and in
accordance with the notice of meeting included with the admission document sent
to Leaf Clean shareholders on 22 January 2010 (the "Admission Document"). All
resolutions as set out in that notice, however, will be of no effect even if
passed given that the scheme will not become effective and the merger will not
be proceeding.
The board of Leaf Clean is confident of the Company's ability to continue to
execute its strategy on an independent basis. Leaf Clean has a well diversified
portfolio of 11 investments across a range of clean energy sectors including
biomass, waste to energy, solar and wind with a balance between technology and
project related investments. The Company has made an aggregate investment of c
US$200 million. Including funds committed to develop the existing portfolio,
the Company is now substantially invested.
The Company's focus is to actively manage its investments in order to maximise
capital and income returns for shareholders.
The Company notes the significant deterioration in its share price in the recent
months and the deep discount to net asset value at which the Company's shares
are trading. The closing price was 62.5p on 18 February 2010 as compared to the
net asset value per share as at 30 June 2009 of 103.8p.
The Company announces that it will commit up to US$27 million to a share buyback
which is likely to be implemented by way of a reverse auction at a maximum price
of 65p. At the maximum price, this would equate to 14.6% of the issued share
capital of the Company.
The directors will keep the situation under review and will consider, depending
on asset realisations and general market conditions, a further buyback programme
of up to US$20m.
At present, the Company has authority to purchase up to approximately 17.6
million shares in accordance with the terms of the general authority granted to
the Company by its shareholders. The Company will seek approval from its
shareholders to extend this authority to enable the Board to implement the above
strategy.
The Company is currently in a close period under the AIM Rules until the
announcement of its interim results in early March and is prevented from
repurchasing shares during this period. Further details of the share repurchase
programme will be announced at the same time as publication of the interim
results.
Further Enquiries:
Leaf Clean
Bran Keogh (via Cenkos)
Cenkos Securities plc
Ivonne Cantú/Liz Bowman 020 7397 8980
This information is provided by RNS
The company news service from the London Stock Exchange
END
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