CCE Camco Clean

RNS

17 November 2015

Camco Clean Energy plc

Proposed Sale of US Biogas Assets

The board of Camco Clean Energy plc ("Camco" or the "Company") is pleased to announce that it has reached a conditional agreement to sell its US biogas assets for an initial consideration of $4.6m and up to an additional $1.0m of deferred consideration dependent on the fulfilment of certain conditions ("Transaction").

Background to the Transaction

On 30 September 2015 the Company announced that following completion of the roll-in of the minority interests in Renewable Energy Dynamics Holdings Limited, its RedT Energy Storage business would become the primary focus for Camco. It also announced that it would continue with its Africa Fund Advisory business and was continuing to progress the ongoing strategic review of its remaining US activities.

Through the strategic review, the board has concluded that it is in the best interests of the Company to pursue the Transaction so as to provide additional resource to enable further investment in the RedT Energy Storage. Following completion of the Transaction, the Company will have materially enhanced resources and will have a debt free balance sheet.

Principal Terms of the Transaction

Under the terms of the Transaction, the Company has conditionally agreed to sell its entire interests in AG Power Jerome, LLC (which owns the Jerome biogas facility) and AG Power DCD LLC (which owns the Twin Falls facility), to Clean Power Holdings LLC, a Delaware incorporated business focused on developing, owning and operating anaerobic digestion biogas assets in the US for initial consideration of $18.9m less associated debt of approximately $14.3m. Initial consideration, after taking account of the related debt, is therefore $4.6m of which $2.0m will be settled in cash on completion and the remaining $2.6m to be settled in cash within 12 months from the date of completion.

In addition, the Company may receive up to an additional $1.0m in cash in deferred consideration dependant on the performance of AG Power Jerome, LLC in the period to 31 December 2016 and up to 2 years from the date of completion payable in 2 equal instalments.

As part of the Transaction Camco will sign long term service agreements to continue to manage the operations of the Jerome and DCD facilities on behalf of Clean Power Holdings LLC to assist them with their expansion efforts in the United States in anaerobic digestion investments. The revenues from such service agreements will be absorbed by the cost of Camco's US based employees who are being retained by Camco under the terms of the Transaction.  Accordingly the Directors do not believe there will be any incremental impact on Camco's future earnings from the service agreements or the retention of Camco's US based biogas related employees.

Completion of the Transaction is conditional on the receipt of various approvals for the change of control of AG Power Jerome, LLC and AG Power DCD, LLC and there being no material adverse change to the date of completion. Completion is expected to occur before 31 December 2015.

Further information of the US Biogas Assets

As at 31 December 2014, AG Power Jerome, LLC and AG Power DCD, LLC together had net assets of $2.8m (approximately €2.3m) and in the year to 31 December 2014 generated a profit before tax of $0.1m (approximately €0.1m).

Camco has owned and operated the Jerome Facility since commissioning in July 2012. The facility is situated on a dairy farm in Idaho. Camco acquired the Twin Falls Facility in December 2013 which is situated within 30 miles of the Jerome Facility. Both facilities are designed to significantly reduce the cost otherwise incurred in dealing with the vast amounts of cow manure generated and reduce emissions for the dairy owner. 

Scott McGregor, CEO of Camco, said:

"This transaction completes the restructure of Camco enabling us to focus entirely on the commercialisation of our REDT energy storage technology.  The sale provides us with capital to expand delivery of our product to market."

Enquiries:

About Camco Clean Energy

Camco Clean Energy plc (AIM: CCE) is a clean energy development company which combines technical and commercial expertise to finance, develop and operate renewable energy projects and storage technology.

With 25 years' experience and an outstanding track record throughout Asia, North America, Africa and Europe, Camco works with local developers, governments, development banks, and private investors to implement clean energy projects, policies, and technologies and to reduce emissions.

In the last year, Camco has brought an advanced energy storage technology to market (REDT energy), secured an investment advisory fund mandate for African renewables, and developed utility scale biogas plants in the US.

About REDT

REDT has developed a new and proprietary energy storage technology which enables the efficient and sustainable storage of electrical energy in liquid form.  The multi-valent properties of the Vanadium Redox electrolyte are used to provide a storage medium of virtually unlimited life with a system able to last more than 10,000 deep charge/discharge cycles. Combined with its very low maintenance requirements, REDT systems are able to deliver some of the lowest Total Cost of Ownership (TCO) results in the industry. Long discharge durations are achieved by the simple addition of extra electrolyte capacity at a relatively low marginal cost.

Until now it has not been possible to directly compare variable RE generation with firm diesel or fossil fuel generation. PV + Storage is now reaching 'grid parity' in many countries, a paradigm shift in energy production, which will ultimately enable the complete displacement of conventional fossil fuel power with renewable generation. The REDT system has applications in remote power, smart grids, power quality, and all aspects of renewable energy management.