Sch 1 - Leaf Clean Energy Company

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Leaf Clean Energy Company ("Leaf Clean" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

c/o Maples Corporate Services Limited

PO Box 309

Ugland House

Grand Cayman KY1-1104

Cayman Islands

COUNTRY OF INCORPORATION:

Cayman Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.leafcleanenergy.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Leaf Clean is a closed-end investment company established to invest in clean energy companies and projects primarily in North America. Following the merger with Trading Emissions plc ("Trading Emissions") the Company will have a balanced portfolio of carbon credits and renewable energy assets in the US, Asia, Africa and Latin America. 

Admission is being sought as a result of the merger with Trading Emissions plc announced on 17 December 2009 (the "Merger") which, due to its size, constitutes a reverse takeover of Leaf Clean under the AIM Rules.

Investing Policy:

Leaf Clean's objective shall be to make capital and income returns from investment in renewable/clean energy technology and projects, emission reduction credits and related projects or businesses.

Investments may be made by Leaf Clean in businesses and projects that have the potential to promote sustainable development objectives in sectors such as clean energy production, energy efficiency and other greenhouse gas emissions abatement activities, including waste management, biofuels and forestry.

Investments shall be global, initially focused on the United States, China, South East Asia and Latin America but extending into Europe and other regions when suitable opportunities arise. Assets may include listed and private equity, venture capital, debt and tradable emission credits.

The stage of investment may vary, for example from early stage project development finance and construction equity through to the acquisition of privately-held clean energy infrastructure projects which are operational.

Leaf Clean shall be vertically integrated, being involved throughout the supply chain, investing in activities ranging from technology development and commercialisation through to portfolio-based project implementation and operation.

Investments may be actively or passively managed. The length of time that investments are held will vary depending on the type of investment and may range from very short term to a duration of several years.

Leaf Clean will seek to diversify its investments and it is expected that no single investment will at the time of investment represent more than 20 per cent. of Leaf Clean's gross assets.

Exit from investments may be organised in any way considered appropriate including through trade sale or initial public offering. Emission reduction credits may also be commercialised through an exchange or privately traded where a premium to exchange prices may be achieved.

There are no specific restrictions on Leaf Clean's borrowings. The use of borrowings will be in the Directors' absolute discretion.

Any material change to Leaf Clean's investment policy will be made only with the approval of shareholders by way of an ordinary resolution.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of £0.0001 each ("Shares").  

The final number of Shares to be admitted to trading will be determined based on the relative formula asset values of Leaf Clean and Trading Emissions, calculated as described in the announcement released on 17 December 2009 in accordance with Rule 2.5 of the City Code on Takeovers and Mergers.

The estimated number of Shares to be admitted to trading based on the illustrative respective formula asset values of Leaf Clean and Trading Emissions as at 7 January 2010 (being the estimate used in the Admission Document published by Leaf Clean in connection with the Merger) is 564,635,222. The date on which the final respective formula asset values of Leaf Clean and Trading Emissions will be calculated will be the date 7 days prior to the date on which the Court sanctions the scheme of arrangement to effect the Merger (or, if not a business day, the next business day) (the "Calculation Date"), and is currently expected to be 15 February 2010.  The actual number of Shares to be admitted to trading will be notified to AIM and the market on or as soon as practicable after such calculation date. 

The Directors may refuse to register a transfer of a Share if it is in favour of a "benefit plan investor" or a resident of the United States or a resident of any other jurisdiction in which statute or regulation places restrictions on transferability.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

None

Assuming (a) a price per Share of 65 (being the price per Share as at 21 January 2010, the latest practicable date prior to the date of this announcement) and (b) that the total number of Shares admitted to trading will be 564,635,222, the market capitalisation of Leaf Clean immediately following the Merger would be £367,012,894. 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The percentage of Shares not in public hands at Admission will depend on the relative formula asset values of Leaf Clean and Trading Emissions as at the Calculation Date. Based on the illustrative respective formula asset values of Leaf Clean and Trading Emissions as at 7 January 2010 and the resulting estimated number of Shares to be issued in connection with the Merger, the percentage of Shares not in public hands as at Admission would be approximately 48.95% 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

The Shares are also traded on Frankfurt Xetra

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors of Leaf Clean

Peter Tom*

Bran Keogh

James Curtis Moffatt

Peter O'Keefe*

Proposed Directors

Neil David Eckert

Malcolm John Gillies

Bertrand Rassool

Nigel Harley Wood

Charles Peter Arthur Vanderpump

*Peter Tom and Peter O'Keefe will retire following completion of the Merger

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Prior to admission

Shareholder

Percentage interest

Invesco Asset Management Limited

32.39

Lansdowne Partners Limited

10.70

AEGON Asset Management UK plc

10.49

Stark Investments (UK) Limited

6.86

F&C Asset Management plc

5.63

Jupiter Asset Management Limited

5.49

Aviva Investors Global Services Limited

5.39

JP Morgan Asset Management UK Limited

Artemis Investment Management Limited

Invesco Asset Management Limited

F&C Asset Management plc

Aviva Investors Global Services Limited

Lansdowne Partners Limited

AEGON Asset Management UK plc

*Post Admission shareholdings are based on the estimated number of Shares which will be in issue following the Merger based on the illustrative respective formula asset values of Leaf Clean and Trading Emissions as at 7 January 2010, as described above. 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

30th June

30th June 2009

31st March 2010, 31st December 2010, 31st March 2011

EXPECTED ADMISSION DATE:

23 February 2010

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document will be available on the following website

www.leafcleanenergy.com

DATE OF NOTIFICATION:

22 January 2010

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