Last checked at 13 Jan 2010 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
13 January 2010
Recommended Merger of Trading Emissions PLC and Leaf Clean Energy Company
Posting of Scheme Document
and
Proposed Cancellation of Admission of Securities
On 17 December 2009, the boards of Trading Emissions PLC ("Trading Emissions") and Leaf Clean Energy Company ("Leaf Clean") announced that they had reached agreement on the terms of a recommended all-share merger of Trading Emissions and Leaf Clean under which all of the issued and to be issued share capital of Trading Emissions would be acquired by Leaf Clean (the "Merger"). The Merger is to be effected by means of a scheme of arrangement pursuant to section 152 of the Isle of Man Companies Act 1931 (the "Scheme").
Trading Emissions is today posting a scheme document to its shareholders (the "Scheme Document") which sets out, amongst other matters, the full terms and conditions of the Scheme and an explanatory statement of the Scheme together with the action to be taken by Trading Emissions Shareholders. Notices convening the Court Meeting and the Trading Emissions EGM at which resolutions will be proposed to, among other things, approve the Scheme are also set out in the Scheme Document.
The Court Meeting and the Trading Emissions EGM will be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP on 19 February 2010. The Court Meeting will commence at 10:00 a.m. and the Trading Emissions EGM will commence at 10:15 a.m. (or as soon thereafter as the preceding Court Meeting has been concluded or adjourned).
The expected timetable of principal events is:
| Event | Time and/or date |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (Blue Form of Proxy) | 10.00 a.m. on 17 February 2010 |
| Trading Emissions EGM (Yellow Form of Proxy) | 10.15 a.m. on 17 February 2010 |
| Voting Record Time | 6.00 p.m. on 17 February 2010 |
| Court Meeting | 10.00 a.m. on 19 February 2010 |
| Trading Emissions EGM | 10.15 a.m. on 19 February 2010 |
| Leaf Clean Extraordinary General Meeting | 19 February 2010 |
| Calculation Date | 15 February 2010 |
| Scheme Court Hearing (to sanction the Scheme) | 4.30 p.m. on 22 February 2010 |
| Last day of dealings in, and for registration of transfers of, Trading Emissions Shares | 22 February 2010 |
| Scheme Record Time | 6.00 p.m. on 22 February 2010 |
| Effective Date of the Scheme | 23 February 2010 |
| Cancellation of trading of Trading Emissions Shares on AIM | 7.00 a.m. on 23 February 2010 |
| Admission of New Leaf Clean Shares to trading on AIM | 8.00 a.m. on 23 February 2010 |
| Crediting of New Leaf Clean Shares to CREST accounts | 23 February 2010 |
| Latest date for dispatch of share certificates of New Leaf Clean Shares | 9 March 2010 |
The above times and dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme. If the expected time and/or date of the Scheme Court Hearing is changed, Trading Emissions will give notice of the change by issuing an announcement through a Regulatory Information Service.
SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION
Prior to the Scheme becoming effective, and subject to applicable requirements of the London
Stock Exchange, an application will be made to the London Stock Exchange for the cancellation of the admission of the Trading Emissions Shares to trading on AIM. It is expected that such cancellation will take effect on the Effective Date. The last day of dealings in Trading Emissions Shares on AIM is expected to be 22 February 2010.
It is expected that re-admission of Leaf Clean Shares to trading on AIM will become effective and that, subject to applicable regulations, dealings in New Leaf Clean Shares, for normal settlement, will commence at 8.00 a.m. on the Effective Date which, subject to the sanction of the Scheme by the Court and the satisfaction of the other Conditions of the Merger, is currently expected to be on 23 February 2010.
Defined terms used in this announcement shall have the same meaning given to them in the Scheme Document.
Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Maclay Murray & Spens LLP, One London Wall, London EC2Y 5AB as soon as practicable after this announcement up to and including the Effective Date (or, if applicable, the date the Scheme lapses or is withdrawn). In accordance with Rule 19.11 of the Code copies of the Scheme Document and this announcement will also be available on Trading Emissions' website at www.tradingemissionsplc.com.
--ENDS--
Enquiries:
Trading Emissions PLC (via Haggie Financial PR)
Neil Eckert
Malcolm Gillies
Liberum Capital Limited (nominated adviser and Rule 3 adviser to Trading Emissions)
Steve Pearce
Tom Fyson
Tel: +44 (0) 20 3100 2000
Cenkos Securities plc (nominated adviser and financial adviser to Leaf Clean)
Ivonne Cantú
Elizabeth Bowman
Tel: +44 (0) 20 7397 8900
Haggie Financial PR (PR adviser to Trading Emissions)
Peter Rigby
Alexandra Parry
Tel: +44 (0) 20 7417 8989
Formula Asset Value
The Merger will be conducted on a formula asset value basis, taking into account the costs of the Scheme, which is common practice for investment company mergers. The Scheme Document posted to shareholders today includes an illustration of the Merger terms had the Calculation Date been on 7 January 2010 (being the latest practicable date prior to the posting of this document) which includes a FAV per Trading Emissions Share of approximately 148.9 pence and a FAV per Leaf Clean Share of approximately 100.2 pence.
Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as nominated adviser and Rule 3 adviser to Trading Emissions in respect of the Merger, and for no one else in relation to the Merger and will not be responsible to anyone other than Trading Emissions for providing the protections afforded to the clients of Liberum Capital nor for providing advice in relation to the Merger or any other matter referred to herein. Liberum Capital will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Merger and will not be responsible to anyone other than Trading Emissions for providing any advice in relation to the Merger, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Liberum Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and financial adviser to Leaf Clean in respect of the Merger, and no one else in connection with the Merger and will not be responsible to anyone other than Leaf Clean for providing the protections afforded to the clients of Cenkos Securities nor for providing advice in relation to the Merger or any other matter referred to herein. Cenkos Securities will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Merger and will not be responsible to anyone other than Leaf Clean for providing any advice in relation to the Merger, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Cenkos Securities for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
The proposals relating to the Merger will be made solely through the Scheme Document, which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Merger. Any acceptance or other response to the Merger should be made only on the basis of the information in the Scheme Document. Trading Emissions Shareholders are advised to read carefully the formal documentation in relation to the Scheme once it has been despatched.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Leaf Clean or Trading Emissions, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Scheme lapses or is otherwise withdrawn or on which the "offer period" otherwise ends (or, if Leaf Clean elects to effect the Merger by way of a takeover offer, until the date on which such offer becomes or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Leaf Clean or Trading Emissions, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Leaf Clean or of Trading Emissions by Leaf Clean or Trading Emissions, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0) 20 7638 0129, or fax number +44(0) 20 7236 7013.