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Re Potential Acquisition

21st Apr 2006 15:21

Nanotech Energy plc21 April 2006 NANOTECH ENERGY PLC ("Nanotech" or "the Company") Acquisition of IMPACT FUNDING (UK) LIMITED The Directors of Nanotech are pleased to announce that the Company has enteredinto a non-binding memorandum of understanding (described below) to acquire allof the share capital of Impact Funding (UK) Limited ("Impact UK") from ImpactFunding Limited ("the Vendor"), for a consideration of approximately £3.15million to be satisfied by the issue of ordinary shares in Nanotech. Introduction The acquisition of Impact UK, which will be conditional on re-admission ofNanotech to trading on AIM, is in line with the Company's stated strategy intheir announcement of 12 December 2005. Impact UK is involved in the funding ofpersonal loans arising from legal litigation disbursement funding, matrimonialdisputes, and deceased estates. The transaction will constitute a reverse takeover under the AIM Rules. It isanticipated that an AIM admission document, which will include the noticeconvening an extraordinary general meeting ("EGM") of shareholders to approve,inter alia, the Acquisition, will be published during May 2006. Nanotech willapply for the enlarged issued and to be issued share capital (which includes theexisting shares and the consideration shares which are to be issued to theVendor which is due under the terms of the acquisition) to be admitted totrading on AIM subject to certain conditions being satisfied. Dealings on AIM inthe enlarged issued share capital should commence as soon as practicablefollowing the conclusion of the EGM. The Company also intend to perform a share consolidation of 1 new ordinary share("New Ordinary Share") for every 10 existing ordinary shares in the Company. Onthis basis the 43,333,333 existing ordinary shares would consolidate into4,333,333 New Ordinary Shares. In addition the Company will undertake a placing of New Ordinary Shares in orderto raise net funds of an appropriate amount to provide working capital andenable re-admission of the New Ordinary Shares to trading on AIM. Terms of the Transaction The consideration payable to the Vendor under the terms of the agreement isexpected to be approximately £3.15 million and options over 14,360,000 NewOrdinary Shares exercisable at 20p per New Ordinary Share. The consideration isto be satisfied by the issue of New Ordinary Shares at 10p per share, half ofwhich will be placed with investors by way of a vendor placing. The terms of the Acquisition will require that the Vendors aggregateshareholding in Nanotech shall not exceed 29.9 per cent. at any time. Enquiries:Nanotech Energy plcBob Long/Adam Collins - 0161 437 9499 Daniel Stewart & Company PlcAlastair Cade/Jonny Franklin-Adams - 020 7776 6550 This information is provided by RNS The company news service from the London Stock Exchange

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