21st Nov 2006 09:04
Renewable Energy Generation Ltd21 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA ORJAPAN 21 November 2006 Renewable Energy Generation Limited Placing of Ordinary Shares Renewable Energy Generation Limited ("REG" or the "Company") the AIM quotedowner of, and investor in, renewable energy generation projects is pleased toannounce that a pathfinder document (the "Pathfinder") has been published inconnection with its previously announced intention to raise further capital byway of a placing and admission to trading of new ordinary shares on AIM (the"Placing"). In the course of considering the terms of the Placing, the Company has enteredinto discussions with its manager, REG Power Management Limited ("REG Power")and its adviser, Probyn & Company, Inc. ("Probyn") regarding the terms of theirappointments. As a result of those discussions and conditional upon the Placingraising at least £50 million, the Company has agreed with REG Power and Probynto make the following changes to the management arrangements: (a) the annual management fee will be reduced to 1.25 per cent of the net assetvalue of the Company but not including long term borrowings and the incentivefee shall be reduced to 1 per cent of the equity invested by the Company inrenewable energy projects which reach substantial completion (subject to a capof £750,000 per annum); (b) the existing warrants which have been granted to REG Power will cease toprovide a right to subscribe at £1 per share in respect of such number of sharesas is equal 5 per cent of the Company's fully diluted share capital and,instead, will provide a right to subscribe at £1 per share for 5 per cent of theCompany's issued share capital following the Placing; (c) the Company will grant a warrant to REG Power to subscribe at the relevantissue price for such number of shares as equals 5 per cent of any further sharesissued by the Company pursuant to any further fundraisings that occur after thePlacing; (d) the existing renewable energy management agreement will be amended so thatthe parties to it may terminate it on 18 months' notice, such notice not toexpire prior to 17 May 2009; and (e) the existing power advisory agreement between the Company, REG Power andProbyn will terminate against the issue by Probyn to the Company of a comfortletter to the effect that it will provide resource and support to REG Powersufficient to enable it to discharge its obligations to the Company under therenewable energy management agreement. The Company has updated its website to take into account further informationrelating to the Company and its group which is contained in the Pathfinder. Thewebsite address for the Company is www.renewableenergygeneration.co.uk. Merrill Lynch International is acting as global co-ordinator and bookrunner inconnection with the Placing and Numis Securities Limited has been appointed asnominated adviser. Stabilisation/FSA. A further announcement relating to the completion of the Placing will be made indue course. Enquiries: Merrill Lynch International John Lynch +44 (0)20 7995 2007 Arnaud de Giovanni +44 (0)20 7995 8625 Renewable Energy Generation Limited Andrew Whalley +44 (0)1483 400 444 Numis Securities Limited Andrew Dawber +44 (0)20 7776 1500 ENDS This announcement has been prepared by and is the sole responsibility of theCompany. This announcement is being distributed only to, and is directed only at, persons(all such persons being referred to as "relevant persons"): (i) who haveprofessional experience in matters relating to investments falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended (the "Order"); (ii) falling within Article 49(2) (a) to (d) of the Order; or (iii) to whom it may otherwise lawfully bedistributed. This announcement must not be acted on or relied on in the UnitedKingdom by persons who are not relevant persons. In addition, if and to theextent that this announcement is communicated in, or the securities to which itrelates are offered in, any Relevant Member State (as defined below), thisannouncement and the Placing must only be addressed to and directed at personsin that Relevant Member State who are "Qualified Investors" within the meaningof Article 2(1) (e) of the Prospectus Directive (as defined below) ("QualifiedInvestors") and must not be acted on or relied on by other persons in thatRelevant Member State. Any person in the European Economic Area ("EEA") who acquires any of the offeredsecurities (an "investor") or to whom any offer of the securities is made willbe deemed to have represented and agreed that it is a Qualified Investor. Anyinvestor will also be deemed to have represented and agreed that any securitiesacquired by it in the Placing have not been acquired on behalf of persons in theEEA other than Qualified Investors or persons in the UK and other member states(where equivalent legislation exists) for whom the investor has authority tomake decisions on a wholly discretionary basis, nor have the securities beenacquired with a view to their offer or resale in the EEA to persons where thiswould result in a requirement for the publication by the Company or MerrillLynch of a prospectus pursuant to Article 3 of the Prospectus Directive. TheCompany and Merrill Lynch and any of their respective affiliates, and otherswill rely upon the truth and accuracy of the foregoing representations andagreements. No ordinary shares have been offered or sold, or will be offered or sold, to thepublic in any member state of the EEA which has implemented Directive 2003/71/EC(together with any applicable implementing measures in such member state, the"Prospectus Directive") (each, a ''Relevant Member State''), with effect fromand including the date on which the Prospectus Directive is implemented in thatRelevant Member State (the ''Relevant Implementation Date'') except (with effectfrom and including the Relevant Implementation Date): (a) to legal entitieswhich are authorised or regulated to operate in the financial markets or, if notso authorised or regulated, whose corporate purpose is solely to invest insecurities; (b) to any legal entity which has two or more of (i) an average ofat least 250 employees during the last financial year; (ii) a total balancesheet of more than €43,000,000; and (iii) an annual net turnover of more than€50,000,000, as shown in its last annual or consolidated accounts; (c) to fewerthan 100 natural or legal persons (other than qualified investors as defined inthe Prospectus Directive) subject to obtaining the prior consent of MerrillLynch; or (d) in any other circumstances which do not require the publication bythe Company of a prospectus pursuant to Article 3 of the Prospectus Directive. This announcement does not constitute or form part of an offer to sell, or thesolicitation of an offer to subscribe for, any securities in the Company to anyperson in the United States or in any jurisdiction to whom or in which suchoffer or solicitation is unlawful. None of the securities described herein hasbeen or will be registered under the US Securities Act of 1933 (as amended) (the"Securities Act") or under the securities laws or with any securities regulatoryauthority of any state or other jurisdiction of the United States nor will theybe registered under the applicable securities laws of Australia, Canada, theRepublic of Ireland, the Republic of South Africa or Japan. The securitiesdescribed herein may not be offered or sold within the United States or to, orfor the account or benefit of, US persons (as defined in Regulation S under theSecurities Act ("Regulation S")). Merrill Lynch and its respective affiliatesmay arrange for the offer and sale of ordinary shares in offshore transactionsmeeting the requirements of Regulation S. This announcement must not bedistributed to or sent to or into the United States, Australia, Canada, theRepublic of Ireland, the Republic of South Africa or Japan or to or by anynational, resident or citizen of such countries. The distribution of thisannouncement in certain jurisdictions may be restricted by law and thereforepersons into whose possession this announcement comes should inform themselvesabout and observe any such restrictions. No offer or invitation to acquire shares in the Company is being made by or inconnection with this announcement. Any such offer will be made solely by meansof a private placing document to be published in due course and any acquisitionof ordinary shares should be made solely on the basis of the informationcontained in such document and any supplements thereto. The document willcontain certain detailed information about the Company and its manager, as wellas financial statements and other financial data. Merrill Lynch International of Merrill Lynch Financial Centre, 2 King EdwardStreet, London EC1A 1HQ ("Merrill Lynch"), which is authorised and regulated bythe Financial Services Authority, is acting for the Company in connection withthe Placing, and for no-one else and will not be responsible to anyone otherthan the Company for providing the protections afforded to clients of MerrillLynch or for providing advice in relation to the Placing, the contents of thisannouncement or any matters referred to herein. Numis Securities Limited of Cheapside House, 138 Cheapside, London EC2V 6LH("Numis"), which is authorised and regulated by the Financial ServicesAuthority, is acting for the Company in connection with the Placing, and forno-one else and will not be responsible to anyone other than the Company forproviding the protections afforded to clients of Numis or for the contents ofthis announcement or any matters referred to herein. This announcement does not constitute a recommendation concerning the proposedPlacing. The value of shares can go down as well as up. Past performance is nota guide to future performance. If you are in any doubt about the contents ofthis announcement, or the action you should take, you should immediately consultan independent financial adviser authorised under the Financial Services andMarkets Act 2000 who specialises in advising on the acquisition of shares andother securities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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