22nd Sep 2010 07:00
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Press release |
22 September 2010 |
Acta S.p.A.
("Acta" or "the Company")
Acquisition, Placing, and Notice of General Meeting
Acta S.p.A. (the "Company") is pleased to announce that it has exercised an agreement to acquire, through its subsidiary ActaSol S.r.l. ("ActaSol"), certain agreements, applications and authorizations for the installation of photovoltaic ("PV") plants from Sun Global Service S.r.l. ("SGS"), an engineering consultancy with which the Company has been developing its Italian PV consent pipeline (the "Acquisition").
The Company is also pleased to announce a successful placing (the "Placing") to institutional investors of 6,250,200 new ordinary shares (the "Placing Shares") at a placing price of 48 pence per share ("Placing Price"), raising GBP 3.0 million, before expenses, to finance the cash element of the Acquisition and to provide development capital for the expansion of the PV consent pipeline and related activities of ActaSol.
Highlights
·; Recruitment of well respected sector experts to enhance management team and to internalise the capability and relationships to develop PV authorisations
·; Acquisition of consent development and PV installation contracts, self-financed through reduction in future PV pipeline development costs
·; Recruitment of technical and engineering staff to manage PV project installations and operations
·; Under the terms of the Acquisition, the consideration will be satisfied as follows:
i) €780,000 cash to be paid as follows:
a. €100,000 on signing of agreed terms letter (paid on 9 August 2010)
b. €100,000 5 days after completion
c. €150,000 by 30 November 2010
d. €150,000 by 31 December 2010
e. €140,000 by 30 June 2011
f. €140,000 by 31 December 2011
·; Successful Placing of new ordinary shares to institutional investors raising GBP 3.0 million before expenses, to be used both to satisfy the cash element of the Acquisition consideration, to fund the expansion of Acta's PV consent pipeline from 25MW to 50MW, and to provide development capital for ActaSol's operating activities
·; 2,500,000 share options to be issued to incoming PV management team as signing-on bonus
·; Placing and Acquisition both conditional, inter alia, upon shareholder approval
Paolo Bert, CEO of Acta, commented:
"We are delighted to have agreed this transaction with SGS, an engineering consultancy with a proven record in the development of authorisations for small and large scale PV plants. The Acquisition represents an important investment in key resources and contracts and the funds raised from the Placing will enable Acta to accelerate the expansion of its Italian PV business."
For further information please contact:
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Acta S.p.A Paul Barritt, Chief Financial Officer
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Tel: +39 050 644281 www.actagroup.it www.actaenergy.it
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Altium Adrian Reed / Phil Frame |
Tel: +44 845 505 4343
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Media enquiries:
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Abchurch Communications Limited Justin Heath / Heather Salmond / Mark Dixon |
Tel: +44 20 7398 7704 www.abchurch-group.com |
Legal notice
Altium Capital Limited (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting solely for Acta S.p.A. in connection with the Placing and is not acting for any person other than Acta S.p.A. and will not be responsible for any person other than Acta S.p.A. for providing the protections afforded to customers of Altium Capital Limited or for providing advice to any person in connection with the matters described in this announcement.
This announcement does not constitute, or form any part of, an offer or solicitation of an offer to subscribe for the Placing Shares. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
No offer, invitation or inducement to acquire shares or other securities in Acta S.p.A. is being made by this announcement.
This announcement contains (or may contain) certain forward-looking statements with respect to the Company and certain of its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future exploration, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as at the date they are made. Except as required by the Financial Services Authority, the London Stock Exchange plc or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of FSMA. The Placing Shares are in any event being placed only with (i) persons who have professional experience in matters relating to investments and who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom (the "Financial Promotion Order"); (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; or (iii) other persons to whom the Placing Shares may otherwise lawfully be placed (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Anyone other than a relevant person must not rely on this announcement.
The Placing Shares have not been, and nor will they be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national or resident of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan.
1. Introduction
Acta S.p.A. ("Acta" or the "Company") is pleased to announce that it has exercised an agreement to acquire, through its subsidiary ActaSol S.r.l., certain agreements, applications and authorizations for the installation of photovoltaic ("PV") plants from Sun Global Service S.r.l. ("SGS"), an engineering consultancy with which the Company has been developing its Italian PV consent pipeline (the "Acquisition").
The Company is also pleased to announce a successful placing (the "Placing") to institutional investors of 6,250,200 new ordinary shares (the "Placing Shares") at a placing price of 48 pence per share ("Placing Price"), raising GBP 3.0 million, before expenses, to finance the cash element of the Acquisition and to provide development capital for the expansion of the PV consent pipeline and related activities of ActaSol.
The Placing is not underwritten and is subject to, inter alia: approval by the Company's shareholders ("Shareholders") of the relevant capital increase at General Meeting ("Resolutions") to be held at the first calling General Meeting on 12 October 2010 and the second calling General Meeting on 13 October 2010, both to be held at 10.00 am at Studio Notarile Napolitano Dell'Antico, Corso Matteotti 51, Pontedera (Pi), Italy; and Admission of the Placing Shares to trading on AIM.
If the Company's resolutions are duly passed, it is expected that the Placing Shares will be admitted to trading on AIM on 22 October 2010.
A copy of this announcement setting out details of the Acquisition and Placing and the Notice of General Meeting has today been sent to the Shareholders and will also appear on the Company's website (http://www.actagroup.it/). Italian publication of the Notice of General Meeting is expected to take place through the Gazzetta Ufficiale on or around 25 September 2010.
2. Background to the Placing
Acta has conditionally agreed to acquire, through its subsidiary ActaSol S.r.l., certain agreements, applications and authorizations for the installation of PV plants from SGS, an engineering consultancy with which the Company has been working to develop a pipeline of Italian PV consents (the "Acquisition"). The Directors believe that the Acquisition from SGS is an excellent strategic fit for the Company and that the expertise of the two founders of SGS, who will enter into professional services agreements with the Company, will prove a significant asset in the development of the Company's PV business.
In addition to the Acquisition, the funds raised are intended to be used for the expansion of the Company's PV consent pipeline and the installation and operation of a 2MW PV field in Central Italy.
The Directors believe that there are various compelling strategic reasons for the Placing, including:
Expertise
In addition to the Acquisition and as part of the overall transaction with SGS, Ing. Michele Di Maso (Certified Structural Engineer) and Ing. Chiara Lorenzini (Certified Thermohydraulic Engineer), founders and owners of SGS, will enter into professional services agreements with, respectively, Acta and ActaSol. The Directors believe that they will represent a significant addition to the management team and that they will bring with them significant expertise and strong relationships in the Italian PV sector, which will enable the Company to quickly expand the Company's existing PV consent pipeline. Ing. Di Maso is recognized for his high level of professionalism and competence in the sector and the Company believes that he will be key in the successful development and delivery of the Company's PV business objectives.
Strategic control
The Acquisition and the execution of the aforementioned professional services agreements will enable the Company to develop PV project consents in-house, and the development of these consents will provide the Company with strategic control over its PV sector activities.
The development and sale of PV consents is a highly profitable activity, and the Acquisition will have the effect of removing future performance payments which would have otherwise been due to SGS by virtue of previous contracts, entered into by Acta and SGS, for the development of a PV consent pipeline in Italy, which have been terminated under the terms of the Acquisition.
Pipeline development
The Company has a current pipeline of 24.6 MW of PV project applications in progress of authorisation in the Toscana and Abruzzo areas of Central Italy, which it has developed with SGS. Of these project applications, 2.7 MW received project consent in August 2010, and the remaining 21.9 MW are expected to receive consent by the end of 2010. Based on prevailing market rates, PV planning consents in Italy are currently valued in the region of €250,000 to €350,000 per MW for the project consent alone, and the Company therefore estimates that the applications currently consented and in progress have a potential sales value to Acta, on a consent-only basis, of approximately €7.5 million.
The Company has secured preliminary land rights for a further 25MW of available sites in the Toscana region. The funds raised as part of the Placing will be used to accelerate new consent applications over these sites.
3. Information on the Acquisition
SGS was formed by Ing. Michele di Maso and Ing. Chiara Lorenzini in 2007 as a general engineering company with the objective of entering the PV installation market. Initially, SGS's primary focus was on small and domestic PV authorization and installation projects (up to 100kW), alongside other engineering projects. SGS is also a distributor of inverters, mechanical equipment and components for solar installations.
During 2009, SGS commenced the development of authorizations for large scale PV plants for a number of clients, including EPC contractors, and in 2010 Acta entered into a contract for SGS to act as technical consultant on a project basis to provide a pre-due diligence technical and administrative assessments of the validity of third party PV projects as well as general technical support in relation to new PV projects.
Acta and SGS also agreed a partnership arrangement in which the costs and benefits of developing and selling PV authorizations were to be split between the parties on the basis of 75% to Acta and 25% to SGS. Under this partnership arrangement, a number of PV project consent applications of up to 1MW each are being developed in Toscana and Abruzzo, amounting to 24.7 MW in total. It is anticipated that the consents for substantially all of these project applications will be received before the end of 2010.
Under the terms of the Acquisition, all future payments due to SGS from the sale of PV project consents are extinguished. Assuming that each of the current pipeline projects receives consent and is then subsequently sold at a value of €300,000 per MW, the terms of the Acquisition will result in a cash saving to the Company of €1.85 million.
4. Principal terms of the Acquisition
Under the terms of the Acquisition, the consideration will be satisfied as follows:
- €780,000 cash to be paid as follows:
a. €100,000 on signing of agreed terms letter (paid on 9 August 2010)
b. €100,000 5 days after completion
c. €150,000 by 30 November 2010
d. €150,000 by 31 December 2010
e. €140,000 by 30 June 2011
f. €140,000 by 31 December 2011
The Acquisition agreement is conditional upon:
·; the Board of Directors of Acta having approved:
o the agreement to be entered into with SGS;
o the service agreements to be entered into with Ing. di Maso and Ing. Lorenzini; and
o a capital increase reserved for subscription to Ing. di Maso and Ing. Lorenzini (namely, providing for the right to subscribe for 1,500,000 ordinary shares for Ing. di Maso and for 1,000,000 ordinary shares for Ing. Lorenzini) (the "Reserved Increase in Capital"); and
·; the Shareholders having approved the Reserved Increase in Capital (together the "Conditions Precedent").
Should the Condition Precedents not be satisfied by 31 October 2010 (the "Deadline"), the Agreement shall cease to have any effect. Assuming all conditions are satisfied the Acquisition will complete upon the approval by the Shareholders of the Reserved Increase in Capital.
The Acquisition agreement contains customary warranties from SGS.
The professional services agreements and other arrangements to be entered into with Ing. di Maso and Ing. Lorenzini shall be in accordance with usual market conditions. In addition, Acta will grant to Ing. Di Maso and Ing. Lorenzini share options to subscribe, respectively, for 1,500,000 and 1,000,000 ordinary shares by way of a signing-on bonus (the "Joining Options"); and will pay to Ing. Di Maso a performance bonus upon the sale of each consented project application. The Joining Options will vest, subject to certain performance conditions, 12 months after completion and may be exercised at a price of 10p per share during the four years following the date of vesting; and following exercise may be disposed of only through the Company's brokers under orderly market arrangements.
The shares issued pursuant to exercise of the Joining Options will rank equally in all respects with the Company's existing ordinary shares then in issue. Application will be made for the newly issued shares to be admitted to AIM at the appropriate time.
5. Background to and reasons for the Placing
The Company is pleased to announce that Altium, in association with Equity Development Limited as placing agent, has on the Company's behalf conditionally placed 6,250,200 Placing Shares at a price of 48p with certain institutional investors and directors to raise approximately GBP 3.0 million before expenses on a reasonable endeavours basis. The conditional Placing is not underwritten and is subject, inter alia, to Shareholder approval.
The Placing Price represents a 5.88% discount to the closing mid-market price of 51p per ordinary share on 21 September 2010 (being the latest practicable date prior to the date of this announcement).
The Placing Shares will represent approximately 13.2% of the diluted share capital of the Company following the Placing as enlarged by the Placing, but excluding the Joining Options. The Placing Shares have been conditionally placed by Altium, subject to the terms of the Placing agreement. The Placing is conditional, inter alia, upon the passing of the Resolutions at the General Meetings.
The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive and retain all dividends and other distributions declared, made or paid after Admission.
Following the introduction of the Prospectus Rules on 1 July 2005 there has been a significant increase in the costs and the time required for AIM companies to raise new equity capital on a pre-emptive basis. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in the best interests of the Company as a whole, and that the Placing is the most cost effective and expeditious method of raising new equity capital. Accordingly, the Placing Shares have not been and will not be offered generally to Shareholders, whether on a pre-emptive basis or otherwise.
In addition, the Placing Shares are not being made available to the public and are not being offered in any jurisdiction where it would be unlawful to do so. However, Shareholders will be asked to vote on the Resolutions enabling the Placing to complete.
The Placing has been supported by a number of new and existing institutional Shareholders and the Directors believe that the support of these institutions demonstrates confidence in Acta, the Acquisition and the Directors' plans for the future development of the PV pipeline.
Use of Proceeds
The proceeds of the Placing will primarily be used to:
·; fund the cash consideration of €780,000 in connection with the Acquisition;
·; provide working capital for the expansion of the PV consent pipeline; and
·; fund the development of Acta's PV sector operations.
6. Current market conditions
Photovoltaic Market
The PV market in Italy continues to be a highly attractive sector and a significant business opportunity. High energy dependency is driven by an absence of nuclear power and Italy has become Europe's largest importer of electricity. The Italian Government's response to this has been to support a Feed-in Tariff ("FiT") system funded by a direct surcharge on consumers' electricity bills, providing economic stability for the Italian tariff system; and to provide medium-term visibility through the announcement of tariff levels through to 2013.
Pipeline Opportunity
Acta's experience and expertise in the clean technology sector has left the Company ideally placed to capitalise on this PV market opportunity. Acta's proven model allows the flexibility to sell consented sites or turn-key EPC contracts in the short to medium term, based on the financial requirements and anticipated benefits. Management's intention is to continue the development of the owned PV asset portfolio and to implement a build and operate strategy over the medium term.
7. Admission, settlement and dealings
Application will be made to the London Stock Exchange for Admission of the Placing Shares and the Joining Options. It is expected that Admission will become effective and that dealings in the Placing Shares which are to be issued on Admission will commence at 8:00 a.m. (London time) on 22 October 2010.
The Placing Shares can only be settled via CREST.
8. General Meeting
The Company will today send to Shareholders a copy of this announcement setting out details of the Acquisition and Placing together details of where to find the notice convening the General Meetings to be held on 12 October 2010 and 13 October 2010, both to be held at 10.00 am at Studio Notarile Napolitano Dell'Antico, Corso Matteotti 51, Pontedera (Pi), Italy at which Shareholders will be asked to vote on the Resolutions to approve the increases in capital for the issue of the Placing Shares and the Joining Options. Italian publication of the Notice of General Meeting is expected to take place through the Gazzetta Ufficiale on or around 25 September 2010.
Details in relation to, inter alia, the Notice of General Meeting will also appear on the Company's website (http://www.actagroup.it/).
- ENDS-
Related Shares:
ACTA.L