3rd Aug 2007 07:00
Renewable Energy Holdings plc03 August 2007 3 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THEREPUBLIC OF IRELAND Renewable Energy Holdings plc ("REH" or "the Company") Placing of 8,000,000 new Ordinary Shares at 50p to raise £4 million ("the Placing") and exercise of warrants Renewable Energy Holdings plc (AIM: REH), the AIM quoted investor and operatorof proven and innovative renewable energy technologies, announces today that ithas, subject to the terms and conditions of the Placing, successfully raised £4million before expenses, through a Placing of 8,000,000 Ordinary Shares at 50peach ("Placing Shares"). These shares have been conditionally placed withinstitutional investors by the Company's broker, Panmure Gordon & Co. Inaddition, certain investors in the Company have agreed, conditional uponadmission to AIM of the Placing Shares having occurred, to exercise on or before12 noon on 10 August 2007, warrants of the Company which in aggregate will uponexercise result in the issue of 4,692,000 new Ordinary Shares in the Company,with an aggregate subscription payment to the Company of approximately £2.35million (before expenses) ("Warrant Exercise"). The net proceeds from this Placing, combined with the proceeds from the WarrantExercise, will be used alongside REH's existing debt facility and other cashbalances to partly fund the development of further wind power assets in Kesfeld,Kirf, Poland and Wales and also to further develop the Company's CETO wave powertechnology. Application for the admission to AIM of the Placing Shares is being made todayand dealings are expected to commence on 8 August 2007. The Placing Shareswill, on Admission, rank pari passu with and will be identical in all respectsto the existing Ordinary Shares. Mike Proffitt, CEO of REH, commented: "We are very pleased to announce thisequity fundraising today with our institutional shareholders. Combined with ourexisting debt facility with Standard Chartered Bank and other cash balances,this gives us further financial support for the development and expansion of ouroperational asset base in Kesfeld, Kirf, Poland and Wales and to progressfurther the commercialisation of our CETO wave power technology." Ends For further information please contact: Mike Proffitt Katherine Roe Richard Swindells Emma Kane /REH Panmure Gordon Nabarro Wells Samantha RobbinsTel: 01624 641199 Tel: 020 7459 3600 Tel: 020 7710 7400 Redleaf Communications Tel: 020 7822 0200 APPENDIX TERMS AND CONDITIONS OF AND IMPORTANT INFORMATION ON THE PLACING The Placing and the terms and conditions herein are directed exclusively atinvestment professionals (within Article 19 (5) of the Financial Service andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such categoryof investors being referred to as "Relevant Persons") and no other person shouldrespond to this announcement. Accordingly, this announcement is exempt from thegeneral restriction set out in Section 21 of FSMA on the communication ofinvitations or inducements to engage in investment activity and has not beenapproved by a person who is authorised under the FSMA. The issue of the Placing Shares is not conditional upon the approval of theCompany's shareholders. No prospectus has been or will be published inconnection with the Placing. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only inaccordance with the AIM Rules. This announcement and the terms and conditionsherein must not be relied on, acted on or responded to by persons who are notRelevant Persons. If you are in any doubt as to whether you are a RelevantPerson you should consult a professional adviser for advice. This announcement and appendix do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for new Ordinary Shares in anyjurisdiction, and any acquisition or application for Ordinary Shares should onlybe made on the basis of information contained in this announcement. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHERAPPLICABLE LAW OF THE UNITED STATES. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherthe Company nor Panmure Gordon & Co assume any responsibility or obligation toupdate publicly or review any of the forward-looking statements containedherein. The following definitions have been used in this announcement and appendix: "Admission" Admission of the Placing Shares to trading on AIM in accordance with the AIM Rules "AIM" the AIM market of the London Stock Exchange "AIM Rules" the rules applicable to AIM as published by the London Stock Exchange from time to time "Board" or "Directors" the directors of REH "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo is the operator "CRESTCo" CRESTCo Limited "Existing Ordinary Shares" The 45,266,669 Ordinary Shares in issue as at the date of this announcement "FSMA" Financial Services and Markets Act 2000 (as amended) "Investment Company Act" U.S. Investment Company Act of 1940, as amended. "London Stock Exchange" London Stock Exchange plc "Nabarro Wells" Nabarro Wells & Co Limited whose registered office is at Kemp House, 152-160, City Road, London EC1V 2DW, the Nominated Adviser to the Company "Ordinary Shares" ordinary shares of 1p each in the capital of the Company "Panmure Gordon & Co" Panmure Gordon (Broking) Limited (trading as Panmure Gordon & Co) whose registered office is at Moorgate Hall, 155 Moorgate, London, EC2M 6XB, the Broker to the Company "Placee" a person who subscribes for Placing Shares pursuant to the Placing on the terms and subject to the conditions contained herein "Placing" the conditional placing by Panmure Gordon & Co, on behalf of the Company, of the Placing Shares at the Placing Price, pursuant to the terms and conditions of the Placing Agreement "Placing Agreement" the conditional agreement dated 3 August 2007 between the Company and Panmure Gordon & Co relating to the Placing "Placing Price" 50p per Ordinary Share "Placing Shares" 8,000,000 new Ordinary Shares which are the subject of the Placing "Prospectus Rules" the Prospectus Rules made by the Financial Services Authority with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004 "REH" Renewable Energy Holding plc and its subsidiaries "Shareholders" holder(s) of Existing Ordinary Shares "Securities Act" The U.S. Securities Act of 1933, as amended. The Placing Panmure Gordon & Co, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for the Company and noone else in connection with the Placing. Under the Placing, Panmure Gordon &Co, on behalf of the Company, has conditionally placed 8,000,000 new OrdinaryShares at the Placing Price to raise £4 million (or approximately £3.75 millionnet of expenses). Application is being made today to the London Stock Exchange for admission ofthe Placing Shares to trading on AIM. It is expected that Admission will occurand that dealings will commence on 8 August 2007 at which time it is alsoexpected that the Placing Shares will be enabled for settlement in CREST. Terms of the Placing Agreement Pursuant to the Placing Agreement, Panmure Gordon & Co has agreed to use itsreasonable endeavours to place the Placing Shares with placees selected by it. The Placing is conditional upon, inter alia, Admission and on the PlacingAgreement having become unconditional and not having been terminated inaccordance with its terms prior to Admission. If the conditions of the PlacingAgreement are not fulfilled or waived on or before 8.00 am on 8 August 2007 (orsuch later time and date as the Company and Panmure Gordon & Co may agree, beingno later than 8.00 am on 22 August 2007) the Placing will not becomeunconditional and the placing monies will be returned to the placees, withoutinterest, as soon as practicable thereafter. In consideration of their services in connection with the Placing, the Companywill pay to Panmure Gordon & Co a commission of a certain percentage of theaggregate value, at the Placing Price, of the Placing Shares. The PlacingAgreement contains warranties given by the Company with respect to REH, itsbusiness and certain matters connected with the Placing. Panmure Gordon & Co isentitled to terminate the Placing Agreement in certain circumstances prior toAdmission, principally in the event that any of the warranties contained thereinare, or become, materially untrue, inaccurate or misleading or if a forcemajeure type event arises. In addition, the Company has given a customaryindemnity to Panmure Gordon & Co and Nabarro Wells and certain persons connectedwith them in respect of, amongst other things, the performance by Panmure Gordon& Co of its services in connection with the Placing and the application onbehalf of the Company to the London Stock Exchange for Admission. The exercise by Panmure Gordon & Co of any right of termination under thePlacing Agreement shall be within its absolute discretion and Panmure Gordon &Co shall have no liability to any Placee, or any other person for whom anyPlacee is subscribing Placing Shares in respect of any decision which it makesas to whether or not to exercise any right of termination or any of its otherrights under the Placing Agreement. General These terms and conditions apply to persons making an offer to subscribe forPlacing Shares under the Placing. Each person to whom these conditions apply,as described above, who confirms his agreement to Panmure Gordon & Co (on behalfof itself and the Company) to subscribe for Placing Shares (which may includePanmure Gordon & Co and/or its nominee(s)) hereby irrevocably agrees with eachof Panmure Gordon & Co and the Company to be bound by these terms and conditionsas being the terms and conditions on which the Placing Shares will be issuedunder the Placing. A Placee shall, without limitation, become so bound if andwhen Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) itsallocation (the "Confirmation") and Panmure Gordon & Co so notifies theCompany's registrar on behalf of the Company. Conditional on (i) Admission occurring on 8 August 2007 or such later date asthe Company and Panmure Gordon & Co may agree (not being later than 22 August2007 ("Long Stop Date"), and (ii) the Confirmation having been made to it, eachPlacee agrees to subscribe for the number of Placing Shares allocated to it, atthe Placing Price. To the fullest extent permitted by law, each Placeeacknowledges and agrees that it will not be entitled to exercise any remedy ofrescission at any time. This does not affect any other rights a Placee mayhave. A conditional contract note will be dispatched as soon as possiblefollowing the Confirmation. Each Placee undertakes to pay the Placing Price for the Placing Shares issued tosuch Placee in such manner as shall be directed by Panmure Gordon & Co.Liability for stamp duty and stamp duty reserve tax is described below. In theevent of failure by any Placee to pay as so directed, the relevant Placee shallbe deemed hereby to have appointed Panmure Gordon & Co or any nominee of PanmureGordon & Co to place (in one or more transactions) or to subscribe itself forany or all of the Placing Shares in respect of which payment shall not have beenmade as directed by Panmure Gordon & Co. This announcement is the sole responsibility of the Company. Panmure Gordon & Cois acting as broker to the Company and to no other person in relation to thePlacing. Nabarro Wells is acting as nominated adviser to the Company and to noother person in relation to the Placing. Neither Panmure Gordon & Co norNabarro Wells will be responsible to any person other than the Company forproviding the protections afforded to the customers of Panmure Gordon & Co andNabarro Wells respectively nor for advising any person other than the Company onthe transactions and arrangements referred to in this document. By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Panmure Gordon & Co (for itself and as agent of the Company)that: (a) it and each person on whose behalf it is participating (in whole or in part)(if applicable) in the Placing or to whom it allocates its Placing Shares inwhole or in part: (i) has the capacity and authority and is entitled to enter into and perform itsobligations as a subscriber of Placing Shares pursuant to the terms of thePlacing and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be required inrelation to the subscription by it of Placing Shares; (iii) is not a person who is resident in, or a citizen of, the United States,Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised under thelaws of any such jurisdiction (or an agent or nominee of such a person); (iv) acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any State ofthe United States, that the relevant clearances have not been and will not beobtained from the Securities Commission of any province of Canada and that theOrdinary Shares have not been and will not be registered under the securitieslaws of Australia, the Republic of Ireland or Japan and, therefore, the PlacingShares may not, subject to certain exceptions, be directly or indirectly offeredor sold in the United States, Canada, Australia, the Republic of Ireland orJapan; (v) acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up,renounce, transfer or deliver directly or indirectly any Placing Shares or anypress announcement or any other offering material in connection with the Placingwithin the United States, Canada, Australia, the Republic of Ireland or Japan oroffer, sell, take up, renounce, transfer or deliver in favour of a resident ofCanada, Australia, the Republic of Ireland or Japan; (vi) has not offered or sold and will not offer or sell any Placing Shares inthe United Kingdom prior to Admission except in circumstances which have notresulted and will not result in an obligation to publish an approved prospectusarising under section 85(1) of the FSMA or a breach of such section; (vii) it has not received a prospectus or other offering document in connectionwith the Placing and acknowledges that no prospectus or other offering documenthas been prepared in connection with the Placing; (viii) it, or the beneficial owner, as applicable, is entitled to subscribe forand/or purchase Placing Shares under the laws of all relevant jurisdictionswhich apply to it, or the beneficial owner, as applicable, and that it has fullyobserved such laws and obtained all such governmental and other guarantees andother consents in either case which may be required thereunder and complied withall necessary formalities; (b) it is a Relevant Person; (c) in agreeing to subscribe for Placing Shares it has received and read thisdocument including this appendix and is not relying on any information,representation or warranty relating to the Placing, Placing Shares or theCompany save as may be contained in this document and it has not relied on andis not relying on any representation or warranty or agreement by Panmure Gordon& Co or the Company or any of their respective directors, employees or agents orany other person except as set out in the express terms herein; (d) save where Panmure Gordon & Co has been given prior written notice to thecontrary, in participating in the Placing it is acting as principal and for noother person and that its acceptance of that participation will not give anyother person a contractual right to require the issue by the Company of any ofthe Placing Shares; (e) it irrevocably confirms Panmure Gordon & Co's discretion with regard to thePlacing Agreement and agrees that Panmure Gordon & Co does not owe it anyfiduciary duties in respect of any claim it may have relating to the Placing; (f) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents and authorities which may be requiredin connection with its participation in the Placing including without limitationto enable it to give its commitment to subscribe for Placing Shares and toperform its obligations as set out herein; that it has complied with allrequisite formalities and that it has not taken any action or omitted to takeany action which will or may result in Panmure Gordon & Co, or the Company orany of its directors, officers, agents, employees or advisors acting in breachof the legal and regulatory requirements of any territory in connection with thePlacing or its application; that it is not in a territory in which it isunlawful to make an offer to subscribe for Placing Shares; and that it will payany issue or other taxes due under any relevant non-UK laws in connection withthe Placing; (g) it acknowledges and agrees in connection with its participation in thePlacing that Panmure Gordon & Co is not acting for it in relation to the Placingor otherwise and that Panmure Gordon & Co will not have any duties orresponsibilities to it for providing the protections afforded to its customersor for advising it with regard to the Placing or the Placing Shares, nor do thecontents of this announcement constitute the giving of investment advice byPanmure Gordon & Co to it; (h) save where Panmure Gordon & Co has been given prior written notice to thecontrary, it is not a person falling within subsections (6), (7) or (8) ofsections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) ofsection 96 of the Finance Act 1986 (or an agent or nominee of such person); (i) save where Panmure Gordon & Co has been given prior written notice to thecontrary, the issue of Placing Shares to it (whether as principal, agent ornominee) will not be subject to stamp duty or stamp duty reserve tax at theincreased rates referred to in sections 67 or 93 (Depositary Receipts) orsections 70 or 96 (Clearance Services) of the Finance Act 1986; (j) in the case of a person who confirms to Panmure Gordon & Co on behalf of aPlacee an agreement to subscribe for Placing Shares and/or who authorisesPanmure Gordon & Co to notify the Placee's name to the Company's registrar, thatperson represents and warrants that he has authority to do all such acts onbehalf of the Placee; (k) to the extent that a Placee is subscribing for Placing Shares on behalf of athird party and prior written notice of such matter has been given to PanmureGordon & Co as contemplated by paragraph (d) of this appendix; (i) such Placee has carried out applicable procedures to verify theidentity of such third party for the purposes of the Money LaunderingRegulations 2003 (the "Regulations"); (ii) such Placee has complied fully with its obligations pursuant to theRegulations; and (iii) such Placee will provide Panmure Gordon & Co on demand with anyinformation it might require for the purposes of verification under theRegulations; (l) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002; and (m) it acknowledges that the issue of the Placing Shares to it will be issuedsubject to the terms and conditions set out herein. (n) it does not expect Panmure Gordon & Co to have any duty to it similar orcomparable to the "best execution", "suitability" and "risk warnings" rules ofthe Financial Services Authority and that it is not relying on Panmure Gordon &Co to advise whether or not the Placing Shares are in any way a suitableinvestment for it; (o) its name and the number of Placing Shares to be subscribed or purchased byit may be disclosed if required by law or by any applicable rules or regulationsincluding the AIM Rules or the Rules of the London Stock Exchange plc; (p) it agrees that the Company, Panmure Gordon & Co and others will rely uponthe truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to Panmure Gordon & Co on itsown behalf and on behalf of the Company and are irrevocable; (q) agrees to indemnify and hold the Company and Panmure Gordon & Co harmlessfrom any costs, claims, liabilities and expenses (including legal fees) arisingout of or in connection with any breach of the representations, warranties,acknowledgments and undertakings herein and further agrees that the provision ofthe same shall survive after completion of the Placing. In the event that a Placee is not able to give the warranties in (h) and (i)above, stamp duty or stamp duty reserve tax may be chargeable or may bechargeable at a higher rate: neither Panmure Gordon & Co nor the Company will beresponsible for any resulting liability to stamp duty or stamp duty reserve tax,which shall be for the account of the Placee and in respect of which the Placeeagrees to indemnify, and keep indemnified, Panmure Gordon & Co and the Company. Each Placee irrevocably appoints any director of Panmure Gordon & Co as itsagent for the purpose of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission willtake place within the CREST system against Panmure Gordon & Co's CREST account83801. Panmure Gordon & Co will endeavour to meet the demands of those Placeesindicating that they wish to hold their Placing Shares in certificated form. The times and dates set out in this announcement are subject to amendment (apartfrom the Long Stop Date). Panmure Gordon & Co will notify the Placees of andany persons acting on their behalf of any changes. In the case of a joint agreement to subscribe for Placing Shares, references toa Placee in these terms and conditions are to each Placee who is a party to suchagreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For theexclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocablysubmits to the non-exclusive jurisdiction of the English courts in respect ofthese matters. This does not prevent an action being taken against the Placeein another jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
REH.L