RNS Number : 5421U
Trading Emissions PLC
15 May 2008
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
15 May 2008
RECOMMENDED SHARE EXCHANGE OFFER
for
ECONERGY INTERNATIONAL PLC
by
TRADING EMISSIONS PLC
to be implemented by means of a
Scheme of Arrangement
under section 152 of the Isle of Man Companies Act 1931
Summary
The board of Trading Emissions and the Independent Econergy Directors are pleased to announce that they have today reached agreement on
the terms of a recommended share exchange offer by Trading Emissions for the entire issued and to be issued share capital of Econergy not
already owned or otherwise contracted to be acquired by Trading Emissions or its associates. It is intended that the Offer will be
implemented by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931.
Under the terms of the Offer, Econergy Shareholders will receive 0.233 New Trading Emissions Shares for each Econergy Share held by
them.
The terms of the Offer value the existing issued share capital of Econergy at approximately £27.0 million, based on the Closing Price
of 133.5 pence per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement.
The terms of the Offer represent a premium of:
* approximately 32.4 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the
announcement by Econergy that it had received a number of preliminary approaches; and
* approximately 6.1 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days
ended on 14 May 2008 (being the last Business Day prior to the date of this announcement).
Econergy Shareholders will also have the opportunity, under the terms of the Offer, to elect to receive, as an alternative to receiving
New Trading Emissions Shares, a cash alternative for their Econergy Shares in the sum of 30 pence per Econergy Share held by them.
Econergy Shareholders should note that the value of the share exchange element of the Offer (once implemented and if the Scheme becomes
effective in accordance with its terms) will depend upon the market value of the New Trading Emissions Shares received by them on the
settlement date, and that this value may vary.
Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional,
inter alia, on Admission of the New Trading Emissions Shares.
Trading Emissions will shortly be issuing a notice to Trading Emissions Shareholders convening an extraordinary general meeting of
Trading Emissions with the purpose of proposing a resolution amending its articles of association, inter alia, to permit the issue of the
New Trading Emissions Shares. The Offer will be conditional, inter alia, on such resolution being passed by the requisite majority of
Trading Emissions Shareholders. The notice to Trading Emissions Shareholders will include a recommendation from the board of directors of
Trading Emissions to vote in favour of this resolution.
Trading Emissions is a company incorporated in the Isle of Man for the purposes of investing in environmental and emissions assets and
was admitted to trading on AIM on 21 April 2005. Trading Emissions' principal objective is to make capital profits from purchasing emissions
assets at appropriate prices. The core part of the portfolio is in the form of long positions in carbon assets, although some trading takes
place. Trading Emissions also invests in other selected emissions assets. In addition, Trading Emissions seeks to generate income from the
provision of finance for selected programmes such as aggregation, monetisation, collateralisation and other innovative approaches to carbon
trading markets.
Econergy is a renewable Independent Power Producer (IPP) with a carbon business focused primarily in the Americas. Its principal
business groups are Independent Power Production, Carbon Markets and Consulting. Further, Econergy, along with five international
development banks, developed the $25 million CleanTech Fund, a private equity fund which is focused on small-scale clean energy projects in
Latin America. Econergy's strategy is to develop, build, own and operate renewable power plants. The business model is characterised by
investment in long-term assets anchored by long-term contracts for the sale of energy and, in some cases, carbon credits.
The Independent Econergy Directors, who have been so advised by Piper Jaffray, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Econergy Directors, Piper Jaffray has taken into account the commercial assessments of
the Independent Econergy Directors.
Accordingly, the Independent Econergy Directors unanimously intend to recommend that all Econergy Shareholders vote in favour of the
Scheme and the resolutions at the Court Meeting and the Econergy EGM, as those Independent Econergy Directors who hold Econergy Shares have
irrevocably undertaken to do (or procure to be done) in respect of each of their own respective beneficial holdings of Econergy Shares
amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share capital of
Econergy.
In addition, further irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy
EGM have been secured in respect of, in aggregate, 32,819,599 Econergy Shares, representing approximately 37.7 per cent. of Econergy's
existing issued share capital.
Accordingly, irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have
been received in respect of, in aggregate, 40,262,308 Econergy Shares, representing approximately 46.3 per cent. of Econergy's existing
issued share capital.
The Scheme Document containing the formal terms of and conditions to the Scheme will be posted to Econergy Shareholders in due course
and, in any event, within 28 days following the date of this announcement.
Commenting on the Offer, Thomas Stoner, one of the Independent Econergy Directors, said:
"The Independent Econergy Directors have explored a number of options over the last few months to realise value for Econergy's
shareholders whilst increasing the amount of short and medium term finance available to the Company. We have concluded that, in the current
economic environment, Trading Emissions' proposal delivers the most certain outcome for the Company and its stakeholders and we are pleased
to recommend it to Econergy's shareholders."
Commenting on the Offer, Simon Shaw of EEA Fund Management Limited, the investment adviser to Trading Emissions, said:
"Trading Emissions is pleased to have agreed terms with the Independent Directors of Econergy on a recommended transaction. We believe
that the contribution of Trading Emissions' expertise and financial resources to Econergy's existing projects and pipeline can result in an
opportunity to create value for both Econergy and Trading Emissions shareholders and a strong platform to take advantage of the increasing
opportunity in clean energy projects in the Americas."
Piper Jaffray is acting as financial adviser to Econergy. Cenkos is acting as financial adviser to Trading Emissions.
Enquiries:
EEA Fund Management Limited Tel: +44 (0)20 7553 2361
Simon Shaw
Cenkos (Financial Adviser to Trading Emissions) Tel: +44 (0)20 7397 8900
Ivonne CantAdrian Hargrave (Corporate Finance)
Oli Goad / Bob Morris (Corporate Broking)
Haggie Financial Tel: +44 (0)20 7417 8989
Peter Rigby / Alexandra Parry
Econergy Tel: +1 303 473 9007
Tom Stoner
Piper Jaffray (Financial Adviser to Econergy) Tel: +44 (0)20 3142 8700
Michael Covington / Nigel Daly (Investment
Banking)
Amer Khan / Jamie Adams (Corporate Broking)
Pelham Public Relations Tel: +44 (0)20 7743 6679
Chelsea Hayes (Director)
Archie Berens (Director)
The above summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices).
Appendix I to this announcement contains the conditions and certain terms of the Offer. Appendix II to this announcement contains details of
the irrevocable undertakings received in connection with the Scheme. Appendix III to this announcement contains further details of the bases
of calculations and sources of information set out in this announcement. Terms used in the summary have the meaning given to them in
Appendix IV to this announcement.
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO
15 May 2008
RECOMMENDED SHARE EXCHANGE OFFER
for
ECONERGY INTERNATIONAL PLC
by
TRADING EMISSIONS PLC
to be implemented by means of a
Scheme of Arrangement
under section 152 of the Isle of Man Companies Act 1931
1. Introduction
The board of Trading Emissions and the Independent Econergy Directors are pleased to announce that they have today reached agreement on
the terms of a recommended share exchange offer by Trading Emissions for the entire issued and to be issued share capital of Econergy not
already owned or otherwise contracted to be acquired by Trading Emissions or its associates. It is intended that the Offer will be
implemented by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931.
2. The Offer
Under the terms of the Offer, which will be subject to the conditions set out in Appendix I to this announcement and to the full terms
and conditions to be set out in the Scheme Document, Scheme Shareholders will be entitled to receive:
for each Econergy Share 0.233 New Trading Emissions Shares
The terms of the Offer value the existing issued share capital of Econergy at approximately £27.0 million, based on the Closing Price
of 133.5 pence per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement.
Fractions of New Trading Emissions Shares will not be allotted or issued pursuant to the Offer. Fractional entitlements to New Trading
Emissions Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto.
The terms of the Offer represent a premium of:
* approximately 32.4 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the
announcement by Econergy that it had received a number of preliminary approaches; and
* approximately 6.1 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days
ended on 14 May 2008 (being the last Business Day prior to the date of this announcement).
Econergy Shareholders should note that the value of the share exchange element of the Offer (once implemented and if the Scheme becomes
effective in accordance with its terms) will depend upon the market value of the New Trading Emissions Shares received by them on the
settlement date, and that this value may vary.
Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional,
inter alia, on Admission of the New Trading Emissions Shares.
3. Cash alternative
Econergy Shareholders will also have the opportunity, under the terms of the Offer, to elect to receive, as an alternative to receiving
New Trading Emissions Shares, a cash alternative on the following basis:
for each Econergy Share 30 pence
representing a premium of:
* approximately 27.7 per cent. to the Closing Price of 23.5 pence per Econergy Share on 9 April 2008, being the date prior to the
announcement by Econergy that it had received a number of preliminary approaches; and
* approximately 2.3 per cent. to the average Closing Price of approximately 29.3 pence per Econergy Share for the 60 calendar days
ended 14 May 2008 (being the last Business Day prior to the date of this announcement).
The cash consideration payable under the cash alternative will be funded from existing cash resources available to Trading Emissions.
Cenkos is satisfied that sufficient cash resources are, and will remain, available to Trading Emissions to enable it to satisfy in full the
cash consideration payable to Econergy Shareholders pursuant to valid elections made under the cash alternative.
4. Background to and reasons for the recommendation
On 14 April 2008, the Independent Econergy Directors announced that, having consulted with a number of its major shareholders and after
an assessment of prevailing capital market conditions in the context of its short and medium term funding requirements, Econergy was seeking
a sale or merger. Econergy benefits from a portfolio of wind and hydro development projects in Latin America and a number of parties
including Trading Emissions have shown interest in a possible acquisition of the Company. However, Econergy requires significant working
capital, arising in part from bank leverage reductions on some of its projects and the requirement to restructure the ownership of the
Proyecto Eco Guanacaste project, and would also require a substantial capital injection to develop its publicly stated Phase 2 and other
projects as well as to expand generally its operations.
In deciding to recommend the Offer, the Independent Econergy Directors have taken into account a number of factors, including:
* Econergy's current financial circumstances and, particularly in this regard, the Loan from Trading Emissions;
* the underlying value of Econergy taking into account the remaining execution risks within its portfolio of clean energy projects in
Latin America;
* Trading Emissions' experience in the carbon markets and in investing in emissions assets; and
* the published net asset value of Trading Emissions compared with its current market capitalisation.
The Independent Econergy Directors also consider that the timeframe in which the Offer is expected to complete provides the Econergy
Shareholders with greater certainty as to their investment.
The Offer consists of a share for share exchange with a full cash alternative. The Independent Econergy Directors believe that, in
exchanging their shares in Econergy for shares in Trading Emissions, the Econergy Shareholders will continue to maintain an indirect
investment in the same underlying assets as well as gaining exposure to Trading Emissions' investment activities in the fast developing
carbon markets and will benefit from:
* a 32.4 per cent. premium to Econergy's lowest Closing Price per Econergy Share since the initial approach from Trading Emissions
received on 27 March 2008 as well as a 3.7 per cent. premium to the Closing Price per Econergy Share on 14 May 2008 (in each case based on
the Closing Price per Trading Emissions Share on 14 May 2008, being the last Business Day prior to the date of this announcement); and
* access to working capital and enhanced clarity as to the future funding of Econergy's business.
Further, if the Offer completes, the Independent Econergy Directors consider that the Econergy Shareholders will also benefit from:
* less exposure to the difficulty and cost of maintaining a stand-alone corporate infrastructure;
* greater exposure to a more diversified asset portfolio with further potential for value growth;
* improved prospects of retaining existing and attracting new personnel; and
* a broader institutional shareholder base and the potential for increased liquidity.
Alternatively, Econergy Shareholders could choose the certainty provided by Trading Emissions' cash alternative to the share exchange
offer.
The Independent Econergy Directors still see excellent long-term opportunities in Econergy's chosen markets in Latin America but, given
the operational and financial challenges facing Econergy in the short-term (including the likelihood of increasing costs of bank debt and
capital expenditures), the Independent Econergy Directors have concluded that the Offer, including the full assumption of Econergy's bank
debt and assurances regarding the protection of the employment rights of all staff (see paragraph 16 below), is in the best interests of
Econergy.
5. Irrevocable undertakings and letters of intent
Those Independent Econergy Directors who hold Econergy Shares have irrevocably undertaken to vote (or procure votes) in favour of the
Scheme and the resolutions at the Court Meeting and the Econergy EGM in respect of each of their own respective beneficial holdings of
Econergy Shares amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share
capital of Econergy.
In addition, further irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy
EGM have been secured in respect of, in aggregate, 32,819,599 Econergy Shares, representing approximately 37.7 per cent. of Econergy's
existing issued share capital.
Accordingly, irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the Econergy EGM have
been received in respect of, in aggregate, 40,262,308 Econergy Shares, representing approximately 46.3 per cent. of Econergy's existing
issued share capital.
Econergy's largest shareholder, Elsina Limited, has provided an irrevocable undertaking to Trading Emissions as it believes that the
Offer would allow Econergy Shareholders to benefit from the ability of the combined group to deliver material incremental value to
shareholders, as well as providing certainty to those Econergy Shareholders that choose to accept the cash alternative. Elsina Limited, a
wholly owned subsidiary of the Tchenguiz Family Trust, holds approximately 18.3 per cent. of Econergy's issued share capital and has
consented to the inclusion of this statement in this announcement.
In addition, Trading Emissions has received a non-legally binding letter of intent to vote in favour of the Scheme and the resolutions
at the Court Meeting and the Econergy EGM in respect of 8,306,300 Econergy Shares, representing approximately 9.5%.
Further details of the irrevocable undertakings and the letter of intent referred to above (including the circumstances in which certain
of them lapse) are set out in Appendix II to this announcement.
6. Recommendation
The Independent Econergy Directors, who have been so advised by Piper Jaffray, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Econergy Directors, Piper Jaffray has taken into account the commercial assessments of
the Independent Econergy Directors.
Accordingly, the Independent Econergy Directors intend unanimously to recommend all Econergy Shareholders to vote in favour of the
Scheme and the resolutions at the Court Meeting and the Econergy EGM, as those Independent Econergy Directors who hold Econergy Shares have
irrevocably undertaken to do (or procure to be done) in respect of each of their own respective beneficial holdings of Econergy Shares
amounting, in aggregate, to 7,442,709 Econergy Shares, representing approximately 8.6 per cent. of the existing issued share capital of
Econergy.
7. Interests in Econergy Shares
As at the close of business on 14 May 2008 (being the last Business Date prior to the date of this announcement), save for the
irrevocable undertakings referred to in paragraph 5 above and save also for the interests in Econergy Shares detailed below, neither Trading
Emissions (nor any of its directors) nor any other member of the Trading Emissions Group, nor, so far as Trading Emissions is aware any
person deemed by the Panel to be acting in concert with Trading Emissions, owns or controls any Econergy Shares or any securities
convertible or exchangeable into Econergy Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in
the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect
of, or has any option to acquire, any Econergy Shares or has entered into any derivatives referenced to, Econergy Shares ("Relevant Econergy
Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Econergy Securities (whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to
purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Econergy Securities. An "arrangement" also
includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to
Relevant Econergy Securities which may be an inducement to deal or refrain from dealing in such securities.
As at the date of this announcement, Trading Emissions holds 2,305,608 Econergy Shares, representing approximately 2.65 per cent. of
Econergy's issued share capital. In addition, Neil Eckert (a director of Trading Emissions) holds 700,000 Econergy Shares representing
approximately 0.8 per cent. of Econergy's issued share capital.
8. Information on Econergy
Econergy is a renewable Independent Power Producer (IPP) with a carbon business focused primarily in the Americas. Its principal
business groups are Independent Power Production, Carbon Markets and Consulting. Further, Econergy, along with five international
development banks, developed the $25 million CleanTech Fund, a private equity fund which is focused on small-scale clean energy projects in
Latin America. Econergy's strategy is to develop, build, own and operate renewable power plants. The business model is characterised by
investment in long-term assets anchored by long-term contracts for the sale of energy and, in some cases, carbon credits.
Latin America is the principal market for Econergy's investments given its significant need for power and support for renewable energy.
Econergy is also increasing its efforts in the United States. The Independent Econergy Directors continue to believe that Econergy's key
markets have good long-term growth potential as energy scarcity remains a critical issue in Latin America and as the United States moves
towards new state and federal regulations supporting renewable energy.
As of April 2008, Econergy had one project in operation totalling 147 MW of gross installed capacity, five projects in construction
totalling 118.9 MW and an additional 60 MW in late-stage development.
For Econergy's financial year ended 31 December 2007, revenues increased by 500% to $25.4 million (2006: $5.0 million) with 78.4 per
cent. of revenues derived from power production, while the loss from operations reduced to $0.4 million (2006: loss of $9.2 million). The
net loss for the same period decreased by 40 per cent. to $5.1 million (2006: $8.6 million). The total consolidated cash balance as at the
same date was $37 million with consolidated debt of $47 million.
9. Information on Trading Emissions
Trading Emissions is a company incorporated in the Isle of Man for the purposes of investing in environmental and emissions assets and
was admitted to trading on AIM on 21 April 2005. Trading Emissions' market capitalisation on 14 May 2008 (being the last Business Day prior
to the date of this announcement) was approximately £373.8 million. The Closing Price per Trading Emissions Share on 14 May 2008 (being the
last Business Day prior to the date of this announcement) was 133.5 pence; its last published net asset value per Trading Emissions Share as
at 31 December 2007 was 184.41 pence.
Trading Emissions' principal objective is to make capital profits from purchasing emissions assets at appropriate prices. The core part
of the portfolio is in the form of long positions in carbon assets, although some trading takes place. Trading Emissions also invests in
other selected emissions assets. In addition, Trading Emissions seeks to generate income from the provision of finance for selected
programmes such as aggregation, monetisation, collateralisation and other innovative approaches to carbon trading.
Trading Emissions' investment strategy follows two underlying principles:
* the creative deployment of capital to obtain carbon credits at reasonable prices, such investments including the use of equity, debt
and various instruments such as ERPAs; and
* the rapid adaptation to changing market conditions and emerging opportunities.
EEA acts as principal investment adviser to Trading Emissions, with responsibility for originating, appraising and presenting investment
proposals to Trading Emissions in accordance with the investment policy and objectives that the board of Trading Emissions sets out from
time to time. The board of Trading Emissions may also wish to use other investment advisers from time to time, in which case, and under the
direction of the board of Trading Emissions, EEA will sub-contract relevant functions of its investment advisory services.
The decision as to whether or not to make an investment is made solely at the discretion of the board of Trading Emissions. EEA does not
have any influence over those decisions save that where considered appropriate, EEA may be given limited discretion when implementing the
investment decisions of the board of Trading Emissions.
10. Future plans for Econergy
The board of Trading Emissions believes that the combination of Trading Emissions and Econergy has clear strategic and financial logic
for both Trading Emissions and Econergy and that it represents an opportunity to create shareholder value for both the Econergy Shareholders
and existing Trading Emissions Shareholders.
The board of Trading Emissions believes that the experience of its investment adviser in sourcing, operating and managing clean energy
projects will be complementary to the skill set of the current Econergy directors and employees. Trading Emissions intends to continue
managing the projects that are already operated by Econergy and to assist in financing these projects as they develop.
The board of Trading Emissions also believes that Econergy will benefit from the additional financial resources that will be available
to it as a subsidiary of Trading Emissions. This will assist Econergy in financing additional projects and also provide greater evidence of
Econergy's ability to finance projects when in negotiations with potential partners.
11. Econergy Stock Option Plan
It is the intention of Trading Emissions to make appropriate proposals to holders of options under the Econergy Stock Option Plan at the
same time as the Scheme Document is sent to Econergy Shareholders.
12. Trading Emissions Shareholder Approvals
Trading Emissions will shortly be issuing a notice to Trading Emissions Shareholders convening an extraordinary general meeting of
Trading Emissions with the purpose of proposing a resolution amending its articles of association, inter alia, to permit the issue of the
New Trading Emissions Shares. The Offer will be conditional, inter alia, on such resolution being passed by the requisite majority of
Trading Emissions Shareholders. The notice to Trading Emissions Shareholders will include a recommendation from the board of directors of
Trading Emissions to vote in favour of this resolution.
13. Structure of the Offer
It is intended that the Offer will be implemented by means of a scheme of arrangement between Econergy and the Econergy Shareholders
under section 152 of the Isle of Man Companies Act 1931. The procedure involves an application by Econergy to the Court to sanction the
Scheme and, assuming such sanction is granted and the Scheme becomes effective in accordance with its terms (and subject to the Offer
becoming unconditional), Econergy Shareholders will receive New Trading Emissions Shares (as described in paragraph 2 above), unless they
make a valid election to receive the cash alternative.
To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present
and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such
Scheme Shareholders, together with the sanction of the Court and the passing of the resolutions necessary to implement the Scheme at the
Econergy EGM. The Scheme will only become effective upon delivery to the Financial Supervision Commission of a copy of the Court order. Upon
the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the Econergy EGM.
The Offer will be made on the terms and subject to the Conditions set out in this announcement and to be set out in the Scheme Document,
including the obtaining of approvals of Trading Emissions Shareholders as referred to in paragraph 12, approvals by Econergy Shareholders,
the sanction of the Scheme by the Court and Admission of New Trading Emissions Shares.
Trading Emissions and Econergy have been advised that the consents of certain Brazilian public authorities and entities (being the
Brazilian Electricity Regulatory Agency, Agencia Nacional de Energia Eletrica; Centrais Eletricas do Brasil, S.A; and the Brazilian
Development Bank, Banco Nacional de Desenvolvimento Economico e Social) will be required prior to the Offer being completed and,
accordingly, the Offer will be conditional, inter alia, upon these consents being obtained. Trading Emissions and Econergy have been advised
that one of these consents may take up to 180 days to secure from the date of the consent being requested. Accordingly, it is anticipated
that the timetable for implementing the Scheme may be extended beyond that which is customary for similar schemes of arrangement. Further
details on the need to obtain Brazilian consents and the implications for the proposed timetable will be set out in the Scheme Document. It
is the intention of Trading Emissions to endeavour to expedite the securing of these consents and in this regard application to the relevant parties will be made as soon as practicable following the publication
of this announcement.
Given the possible extended duration of the Scheme timetable, Trading Emissions remains mindful of Econergy's ongoing working capital
requirements during the Scheme period, in particular, the requirement to refinance certain projects by 31 July 2008. Without creating any
legally binding commitment and subject to the Scheme being approved by the requisite majority of Econergy shareholders, it is Trading
Emissions' intention to support, on terms reasonably acceptable to it, any reasonable request from Econergy in the relevant period to enable
Econergy to meet its ongoing working capital requirements.
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Econergy EGM and the
expected timetable. The Scheme Document will be dispatched to Econergy Shareholders in due course and, in any event, within 28 days
following the date of this announcement.
14. Implementation Agreement
Trading Emissions and Econergy have entered into an Implementation Agreement in relation to the Offer which contains provisions
regarding implementation of the Offer and certain confirmations and assurances between the parties.
Econergy has undertaken, amongst other things and subject to the fiduciary duties of the directors of Econergy, that it shall not,
directly or indirectly, solicit, (intentionally) encourage or otherwise seek to procure any competing offer for Econergy or make any initial
or further approach to, entertain an approach from or enter into or continue negotiations with, any other person with a view to a
transaction taking place which might preclude or materially restrict or delay the Offer (save that Econergy shall be entitled to respond to
information requests from such persons) and it will notify Trading Emissions without delay in writing of any approach made to it or to any
member of its group (without being required to disclose the identity of the person making the approach) with a view to it entering into or
continuing negotiations in connection with any competing offer for Econergy.
In the event that Econergy receives a proposal of a firm intention to make a competing offer which represents a premium to the price per
share offered under the Offer, the Independent Econergy Directors will not withdraw or qualify their recommendation of the Offer until the
earlier of (i) Trading Emissions informing Econergy that it does not intend to increase the value of the Offer to a value equal to or
greater than that provided under the competing proposal and (ii) 36 hours after Trading Emissions being notified of such competing proposal
by Econergy or, if Trading Emissions confirms within such 36 hour period to Econergy that it intends to increase the value of the Offer to a
value per Scheme Share equal to or greater than that provided for under such competing proposal, 72 hours following Trading Emissions being
notified of such proposal by Econergy or such earlier time as Trading Emissions announces such an increase.
15. Loan Agreement
Trading Emissions has entered into a loan agreement with Econergy Energy Generation Limited ("Econergy Generation") and Enerwinds De
Costa Rica S.A. pursuant to which Trading Emissions has agreed to lend the sum of US$20 million to Econergy Generation for the purposes of
providing funding predominantly in relation to the acquisition of shares in Econergy's Costa Rican project, and financing its operations,
and also its Brazilian Beberibe wind project.
Subject to the following, the loan is for a term of eighteen months and shall be at an initial interest rate of LIBOR plus 5 per cent.
per annum. After the period of 120 days from the date of the loan agreement if the Scheme has or becomes incapable of being implemented in
accordance with its terms (a "Trigger Date"), the interest shall continue to accrue at that rate for a period of 30 days from the Trigger
Date (the "Initial Trigger Period"). Following the Initial Trigger Period, the interest shall accrue at the rate of LIBOR plus 10 per cent.
per annum for a period of 90 days following the Initial Trigger Period. Thereafter, interest shall continue to accrue at the rate of LIBOR
plus 10 per cent. per annum but Trading Emissions shall have the right to be repaid any outstanding principal sum together with any accrued
interest on demand.
If Econergy Generation chooses to prepay the loan, a prepayment fee of 0.025 of the loan amount will be paid to Trading Emissions.
The loan contains a mandatory prepayment on change of control of Econergy other than in connection with the Offer, when the same
prepayment fee will be payable.
The loan is secured by pledges over certain shares which are direct or indirect subsidiaries of Econergy.
The entry into of loan arrangements like this can be construed as constituting frustrating action under Rule 21.1 of the Code and, if
so, require the approval of shareholders in general meeting. In view of this, it was agreed with the Panel that, given Econergy's need to
secure the requisite funding within a short period of time, the obtaining of prior written approval (both in respect of the entry into of
the loan and the use to which the loan monies are to be put) from Econergy Shareholders holding more than 50 per cent. of the Econergy
Shares capable of being voted in general meeting would obviate the need to seek such approval in general meeting. Such written approval was,
therefore, secured prior to the entry into the loan by Econergy.
16. Management and employees
Trading Emissions has given assurances to the Independent Econergy Directors that the existing employment rights, including pension
rights, of all of the management and employees of Econergy will be fully safeguarded following the Scheme becoming effective.
The non-executive directors of Econergy have indicated that they intend to stand down from the Econergy board of directors upon the
Offer being completed.
17. New Trading Emissions Shares
Application will be made for the admission of the New Trading Emissions Shares to trading on AIM and the Offer will be conditional,
inter alia, upon Admission of the New Trading Emissions Shares.
The New Trading Emissions Shares issued pursuant to the Offer will rank pari passu with the existing Trading Emissions Shares including
in respect of all dividends proposed, made, paid or declared from the time they are issued and allotted.
Fractions of New Trading Emissions Shares will not be allotted or issued pursuant to the Offer. Fractional entitlements to New Trading
Emissions Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto.
It is expected that the New Trading Emissions Shares will be issued into the United States in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons
(whether or not US Persons) who are or will be "affiliates" within the meaning of the US Securities Act of Trading Emissions or Econergy
prior to, or of Trading Emissions after, the Effective Date may be subject to certain transfer restrictions relating to the New Trading
Emissions Shares received in connection with the Offer.
18. Lock-in arrangements
Lock in deeds dated 14 May 2008 have been entered into between Trading Emissions, Cenkos and each of Frederick Renner and Thomas Stoner
who, following the Scheme being implemented in accordance with its terms, shall hold interests in Trading Emissions Shares. Pursuant to the
terms of these deeds, each of Mr. Renner and Mr. Stoner have, subject to certain exceptions, undertaken that they shall not at any time
prior to the first anniversary of the Effective Date, without the prior written consent of Trading Emissions and Cenkos, dispose of any of
the Trading Emissions Shares acquired pursuant to the Scheme in which they are interested. The deeds also contain orderly marketing
provisions which prevent any of the foregoing from disposing of any interests in Trading Emissions Shares except through Cenkos or through
Trading Emissions' brokers from time to time.
19. Cancellation of trading in Econergy Shares on AIM and re-registration
Following the Scheme becoming effective and subject to any applicable requirements of the London Stock Exchange, Trading Emissions
intends to procure that Econergy applies to the London Stock Exchange for the cancellation of trading in Econergy Shares on AIM. It is
anticipated that such cancellation will take effect no earlier than 20 Business Days after the Scheme becomes effective.
It is also intended that, following the Offer becoming or being declared unconditional in all respects, Econergy will be re-registered
as a private company.
20. Overseas Shareholders
The availability of the Offer to persons not resident in the Isle of Man or the United Kingdom and/or ability of such persons to receive
New Trading Emissions Shares as consideration for their Econergy Shares may be prohibited or affected by the laws of other relevant
jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. In particular, where the delivery of
New Trading Emissions Shares to an Econergy Shareholder would or may infringe the laws of any jurisdiction or require the obtaining of
governmental or other consents or registrations or filings which Trading Emissions or Econergy are unable to obtain or with which Trading
Emissions or Econergy is unable to comply, or which Trading Emissions or Econergy regard as unduly onerous, Trading Emissions and Econergy
may elect that the New Trading Emissions Shares should be delivered to a nominee and sold with the proceeds of sale (less dealing costs)
being remitted to the relevant Econergy Shareholder. No assurance can be given as to the price that will be received on such sale of New Trading Emissions Shares.
Further details in relation to overseas shareholders will be contained in the Scheme Document.
21. General
Trading Emissions reserves the right, with the consent of the Panel, to elect to implement the Offer by making a takeover offer for the
entire issued and to be issued share capital of Econergy not already owned or otherwise contracted to be acquired by Trading Emissions or
its associates.
If Trading Emissions elects to implement the Offer by a takeover offer, that offer will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the Scheme. Furthermore, if sufficient acceptances of such
offer are received and/or sufficient Econergy Shares are otherwise acquired, it is the intention of Trading Emissions to apply the
applicable statutory provisions to acquire compulsorily any outstanding Econergy Shares to which such offer relates.
Appendix I to this announcement sets out the conditions to which the Offer and Scheme will be subject. Appendix II to this announcement
contains details of the irrevocable undertakings received by Trading Emissions. Appendix III to this announcement contains further details
of the bases of calculations and sources of information set out in this announcement. Certain terms used in this announcement are defined in
Appendix IV to this announcement.
Enquiries:
EEA Fund Management Limited Tel: +44 (0)20 7553 2361
Simon Shaw
Cenkos (Financial Adviser to Trading Emissions) Tel: +44 (0)20 7397 8900
Ivonne CantAdrian Hargrave (Corporate Finance)
Oli Goad / Bob Morris (Corporate Broking)
Haggie Financial Tel: +44 (0)20 7417 8989
Peter Rigby / Alexandra Parry
Econergy Tel: +1 303 473 9007
Tom Stoner
Piper Jaffray (Financial Adviser to Econergy) Tel: +44 (0)20 3142 8700
Michael Covington / Nigel Daly (Investment
Banking)
Amer Khan / Jamie Adams (Corporate Broking)
Pelham Public Relations Tel: +44 (0)20 7743 6679
Chelsea Hayes (Director)
Archie Berens (Director)
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Trading Emissions and
for no-one else in relation to the Offer and will not be responsible to anyone other than Trading Emissions for providing the protections
afforded to clients of Cenkos or for affording advice in relation to the Offer or any matters referred to herein.
Piper Jaffray, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Econergy and
for no-one else in relation to the Offer and will not be responsible to anyone other than Econergy for providing the protections afforded to
customers of Piper Jaffray or for affording advice in relation to the Offer or any matters referred to in this announcement.
Distribution of announcement and other matters
The distribution of this announcement and the availability of the Offer in jurisdictions other than the Isle of Man and the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the Isle of Man and
the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared in
connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of, complying with Isle of Man law,
English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside the Isle of Man and England.
Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in or into or from any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any such
jurisdiction.
The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them,
and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since
that date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performances of
Econergy or Trading Emissions, except where otherwise stated.
No person has been authorised to make any representations on behalf of Econergy or Trading Emissions concerning the Offer or the Scheme
which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so
authorised.
This announcement does not constitute a prospectus or prospectus equivalent document.
No person should construe the contents of this document as legal, financial or tax advice and should consult their own advisers in
connection with the matters contained herein.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities in any jurisdiction in which such offer or solicitation is unlawful.
The Offer is not an offer of securities in the United States of America or in any jurisdiction in which such an offer is unlawful. The
New Trading Emissions Shares to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities
Act or under the securities laws of any state of the United States of America and may not be offered or sold in the United States of
America, absent registration or an applicable exemption from registration. The relevant clearances have not been, and (unless Trading
Emissions otherwise determines) will not be, obtained from the securities commission or similar authority of any province or territory of
Canada and no prospectus, information memorandum or other documents relating to the New Trading Emissions Shares has been or will be filed
or registration made under any securities laws of any province or territory of Canada nor has any prospectus, information memorandum or
other documents relating to the New Trading Emissions Shares been, or will be lodged with, or registered by, the Australian Securities Investments Commission or the Japanese Ministry of Finance and the New
Trading Emissions Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of
any state, province, territory or jurisdiction of Canada, Australia, or Japan. Accordingly, unless an exemption under relevant securities
laws is applicable, the New Trading Emissions Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into or
from the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the
United States of America, Canada, Australia or Japan.
It is expected that the New Trading Emissions Shares will be issued in reliance upon the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US Persons) who are
or will be "affiliates" within the meaning of the US Securities Act of Trading Emissions or Econergy prior to, or of Trading Emissions
after, the Effective Date may be subject to certain transfer restrictions relating to the New Trading Emissions Shares received in
connection with the Offer.
Notice to US investors in Econergy: the Offer relates to the shares of an Isle of Man company and is proposed to be made by means of a
scheme of arrangement provided for under the laws of the Isle of Man. The Offer is subject to the disclosure requirements and practices
applicable in the Isle of Man and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of
US securities laws. Financial information included in the documentation will have been prepared in accordance with accounting standards
applicable to the Isle of Man and the United Kingdom that may not be comparable to the financial statements of US companies.
If the Offer is implemented by way of a takeover offer, it will be made in accordance with the procedural and filing requirements of the
US securities laws, to the extent applicable. If the Offer is implemented by way of a takeover offer, Trading Emissions does not presently
intend to register the New Trading Emissions Shares to be issued in connection with such offer under the US Securities Act or under the
securities laws of any state, district, or other jurisdiction of the United States and any issuance of New Trading Emissions Shares in a
takeover offer will be conducted except pursuant to applicable exemptions from, or in a transaction not subject to, the registration
requirements of the US Securities Act or such other securities laws. Trading Emissions does not intend to register any such New Trading
Emissions Shares or part thereof in the United States or to conduct a public offering of the New Trading Emissions Shares in the United
States.
Forward looking statements
This announcement contains statements with respect to the financial condition, results of operations and business of Econergy and the
Econergy Group and certain plans and objectives of the boards of directors of Econergy and Trading Emissions that are or may be
forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as "anticipate", "target", " expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and
assessments made by the boards of directors of Econergy and Trading Emissions in light of their experience and their perception of
historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may
vary materially from those described in this document. Econergy and Trading Emissions assume no obligation to update or correct the
information contained in this document.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of Econergy or of Trading Emissions, all "dealings" in any such "relevant securities" of that
company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm on the London business day following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the
period for which such Offer is open for acceptance otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Econergy or Trading Emissions, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Econergy or of Trading Emissions by
Trading Emissions or by Econergy, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt
as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
1. Conditions to the Scheme
The Offer will be conditional upon the Scheme becoming or being declared unconditional and becoming effective, subject to the Code, by
not later than 30 November 2008 or such later date (if any) as Trading Emissions and Econergy may agree and the Court and the Panel may
allow.
The Scheme will be conditional upon:
(a) the approval of the Scheme by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present
and voting, either in person or by proxy, at the Court Meeting or at any adjournment of that meeting;
(b) the resolutions required to approve and implement the Scheme being duly passed by the requisite majority(ies) at the Econergy EGM
or at any adjournment of that meeting; and
(c) the sanction (with or without modification, on terms reasonably acceptable to Trading Emissions and Econergy) of the Scheme by
the Court and an office copy of the Scheme Court Order being delivered for registration to the Financial Supervision Commission.
2. Conditions to the Offer
Trading Emissions and Econergy have agreed that, subject as stated below, the Offer will be also conditional upon the following
Conditions and, accordingly, that the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended if
appropriate) have been satisfied or (where capable of waiver) waived:
(a) the approval by the Trading Emissions Shareholders of such resolution or resolutions as are necessary to approve implement and
effect the Offer, including a resolution or resolutions to amend the articles of association of Trading Emissions and to authorise the issue
of the New Trading Emissions Shares;
(b) the London Stock Exchange announcing its decision to admit to trading on AIM the New Trading Emissions Shares (subject only to
the allotment of such shares) and such Admission becoming effective in accordance with the AIM Rules;
(c) the Implementation Agreement not having been terminated in accordance with its terms;
(d) the Brazilian Electricity Regulatory Agency (Agcia Nacional de Energia Elrica) giving notice in writing, in terms reasonably
satisfactory to Trading Emissions, of its approval in respect of the change of control of the Econergy affiliate holding the authorisation
for the Pedra do Sal Wind Farm, which would result from the implementation of the Offer;
(e) the company Centrais Elricas do Brasil, S.A. giving notice in writing, in terms reasonably satisfactory to Trading Emissions, of
its approval in respect of the change of control of the Econergy affiliates holding the authorisations for the Beberibe Wind Farm, the Pedra
do Sal Wind Farm and the Areia Branca Hydroelectric Plant, which would result from the implementation of the Offer;
(f) the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econco e Social) giving notice in writing, in terms reasonably
satisfactory to Trading Emissions, of its approval in respect of the change of control of the Econergy affiliates holding the authorisations
for the Beberibe Wind Farm and the Areia Branca Hydroelectric Plant, which would result from the implementation of the Offer;
(g) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body,
court, central bank, trade agency, association, authority (including any national or international anti-trust or merger control authority),
institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction (each a "Third
Party") having decided to take, institute, implement or threaten any action, suit, proceedings, investigation, enquiry or reference, or
having enacted, made or proposed any statute, regulation, order or decision, or having required any action to be taken or information to be
provided or having taken any other step or otherwise done anything which would or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or the proposed acquisition by Trading Emissions of any shares or other
securities in, or control of, Econergy or any member of the Wider Econergy Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose additional conditions or financial or
other obligations with respect thereto, or otherwise challenge or interfere therewith;
(ii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider
Trading Emissions Group of any Econergy Shares or of any shares in a member of the Wider Trading Emissions Group;
(iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider
Trading Emissions Group or by any member of the Wider Econergy Group of all or any portion of their respective businesses, assets or
property, or impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any
of their respective assets or properties or any part thereof;
(iv) impose any limitation on, or result in any delay in, the ability of any member of the Wider Trading Emissions Group or any
member of the Wider Econergy Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of
Econergy Shares or any shares or securities convertible into Econergy Shares or to exercise voting or management control over any member of
the Wider Econergy Group or any member of the Wider Trading Emissions Group;
(v) except pursuant to the Offer, require any member of the Wider Trading Emissions Group and/or of the Wider Econergy Group to
acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Wider Econergy Group owned
by or owed to any third party;
(vi) impose any limitation on the ability of any member of the Wider Trading Emissions Group and/or of the Wider Econergy Group to
integrate or co-ordinate its business, or any material part of it, with the business of any member of the Wider Econergy Group or of the
Wider Trading Emissions Group respectively;
(vii) result in any member of the Wider Trading Emissions Group or any member of the Wider Econergy Group ceasing to be able to carry
on business under any name which it presently does so, in each such case in a manner which is material in the context of the Wider Trading
Emissions Group or the Wider Econergy Group, respectively, taken as a whole; or
(viii) otherwise adversely affect any or all of the businesses, assets, profits or financial or trading position of any member of the
Wider Econergy Group or any member of the Wider Trading Emissions Group, in each such case to an extent which is material in the context of
the Wider Trading Emissions Group or the Wider Econergy Group, respectively, taken as a whole,
and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action,
proceedings, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction, having expired, lapsed or been
terminated;
(h) all necessary filings and applications having been made and all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated
and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case as may be necessary in
connection with the Offer and its implementation or the acquisition or proposed acquisition by Trading Emissions or any member of the Wider
Trading Emissions Group of any shares or other securities in, or control of, Econergy or any member of the Wider Econergy Group and all
authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals
("Authorisations") for or in respect of the Offer or the acquisition or proposed acquisition by Trading Emissions of any shares or other
securities in, or control of, Econergy or the carrying on by any member of the Wider Econergy Group of its business or in relation to the affairs of any member of the Wider Econergy Group having been obtained in
terms and in a form satisfactory to Trading Emissions from all appropriate Third Parties or persons with whom any member of the Wider
Econergy Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict or amend
or not renew the same at the time at which the Offer becomes or is declared wholly unconditional and there being no indication that the
renewal costs of any Authorisation are reasonably likely to be materially higher than the renewal costs for the current Authorisation;
(i) save as publicly announced by Econergy in Econergy's annual report and accounts for the year ended 31 December 2006 or through an
RIS prior to the date of this announcement ("Publicly Announced") or expressly and fairly disclosed in writing by or on behalf of Econergy
to Trading Emissions prior to the date of this announcement in connection with the Offer ("Disclosed"):
(i) no member of the Wider Econergy Group having made any alteration to its memorandum or articles of association;
(ii) no member of the Wider Econergy Group having (save as between Econergy and wholly-owned subsidiaries of Econergy or between
wholly-owned subsidiaries of Econergy ("intra-Econergy Group transactions") or upon any exercise of options granted before the date of this
announcement under the Econergy Stock Option Plan) issued or effected or authorised or proposed or announced its intention to issue, effect,
authorise or propose, the issue or grant of, additional shares of any-class or securities convertible into or exchangeable for or rights,
warrants or options to subscribe for or acquire any such shares or securities or redeemed, repaid, purchased or reduced or proposed the
redemption, purchase, repayment or reduction, or otherwise changed, any part of its share capital or any other securities;
(iii) no member of the Wider Econergy Group having recommended, declared, paid or made or proposed to recommend, declare, make or pay
any dividend, bonus or other distribution (whether payable in cash or otherwise) other than any distribution by any wholly-owned subsidiary
within the Econergy Group;
(iv) no member of the Wider Econergy Group having issued, authorised, proposed or announced its intention to propose the issue of, or
make any change in or to, any debentures or other loan capital or, save in the ordinary course of business, incurred or increased any
indebtedness or liability (actual or contingent);
(v) other than in the ordinary course of business, no member of the Wider Econergy Group having acquired or disposed of or
transferred or mortgaged, charged or encumbered or created any other security interest over the whole or any part of the business, property
or assets of any such member or shares or any right, title or interest in any assets or shares or authorised the same or entered into,
varied or terminated or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any agreement,
arrangement, contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a loss-making,
long-term or onerous nature or magnitude, or which involves or might reasonably be expected to involve an obligation of such a nature or
magnitude;
(vi) save for intra-Econergy Group transactions, no member of the Wider Econergy Group having effected, implemented, authorised,
proposed or announced its intention to propose any merger, demerger, reconstruction, arrangement, amalgamation, commitment or scheme or any
acquisition or disposal or transfer of assets or shares (other than in the ordinary course of business) or any right, title or interest in
any assets or shares or other transaction or arrangement in respect of itself or another member of the Wider Econergy Group;
(vii) no member of the Wider Econergy Group having entered into any agreement, contract, transaction, arrangement or commitment
(other than in the ordinary course of business);
(viii) save for intra Econergy Group transactions, no member of the Wider Econergy Group having granted any lease or third party
rights in respect of any of the leasehold or freehold property owned or occupied by any member of the Wider Econergy Group or transferred or
otherwise disposed of any such property;
(ix) no member of the Wider Econergy Group having entered into any contract, transaction or arrangement which would be restrictive on
the business of any member of the Wider Econergy Group or the Wider Trading Emissions Group or which is or could involve obligations which
would be so restrictive, in each such case to an extent which is material in the context of the Wider Trading Emissions Group or Wider
Econergy Group, respectively, taken as a whole;
(x) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or material modification of
any licence or permit held by any member of the Wider Econergy Group which is necessary for the proper carrying on of the business of the
Wider Econergy Group taken as a whole;
(xi) the rights, liabilities, obligations or interests of any member of the Wider Econergy Group in, or the business of any such
member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated,
adversely modified or affected;
(xii) no litigation or arbitration proceedings, prosecution or other legal proceedings having been instituted or threatened or
announced or remaining outstanding by, against or in respect of any member of the Wider Econergy Group (whether as plaintiff or defendant or
otherwise) and no enquiry or investigations by or complaint or reference to any Third Party against or in respect of any member of the Wider
Econergy Group having been threatened in writing, announced or instituted or remaining outstanding against or in respect of any member of
the Wider Econergy Group, which in each such case is material in the context of the Wider Econergy Group taken as a whole;
(xiii) no member of the Wider Econergy Group having waived or compromised any claim or authorised any such waiver or compromise, save
in the ordinary course of business;
(xiv) there having been no adverse change or deterioration in the business, assets, financial or trading position or profits or
prospects or value of any member of the Wider Econergy Group, which in each such case is material in the context of the Wider Econergy Group
taken as a whole;
(xv) no contingent or other liability having arisen or become apparent or increased which liability or increase might reasonably be
expected in either case to have a material adverse effect on the Wider Econergy Group taken as a whole;
(xvi) no member of the Wider Econergy Group having taken or proposed any corporate action for its winding-up, dissolution or
authorisation or for the appointment of a receiver, administrator, administrative receiver or similar officer (save in the context of a
solvent reconstruction of any member of the Wider Econergy Group) or had any such person appointed or been unable or admitted in writing
that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or substantial part of any of its business or proposed or entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium
prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of
its creditors with a view to rescheduling any of its indebtedness;
(xvii) no member of the Wider Econergy Group having had any proceedings commenced or threatened against it for its winding-up
(voluntary or otherwise), dissolution, striking-off or reorganisation or for the appointment of a receiver, administrator (including the
filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator),
administrative receiver, trustee or similar officer of all or any part of its assets or revenues or for any analogous proceedings or steps
in any jurisdiction or for the appointment of any analogous person in any jurisdiction;
(xviii)no member of the Wider Econergy Group having taken, entered into or had started or threatened in writing against it in a
jurisdiction outside the Isle of Man any form of insolvency proceeding or event similar or analogous to any of the events referred to in
conditions (i)(xvi) and (xvii) above;
(xix) no member of the Wider Econergy Group having entered into or varied or made any offer (which remains open for acceptance) to
enter into or vary or announced its intention to enter into or vary to any material extent the terms of any contract, agreement or
arrangement with any of the Econergy Directors or senior executives of any member of the Wider Econergy Group or proposed, agreed to provide
or modified the terms of any share incentive or option scheme or other benefit relating to the employment or termination of employment of
any of the Econergy Directors or senior executives of any member of the Wider Econergy Group or permitted for a variation in the terms or
rules governing the Econergy Stock Option Plan;
(xx) no member of the Wider Econergy Group having made or agreed or consented to any significant change to the terms of the trust
deeds constituting the pension schemes established for its directors and/or employees and/or their dependents or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such
benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes
are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation;
(xxi) no member of the Wider Econergy Group having made, or announced any proposal to make, any change or addition to any retirement,
death or disability benefit or any other employment-related benefit of or in respect of any of its directors, employees, former directors or
former employees; and
(xxii) no member of the Wider Econergy Group having agreed to enter into or entered into an agreement or arrangement or commitment or
passed any resolution or announced any intention with respect to any of the transactions, matters or events referred to in this condition
(i);
(j) save as Publicly Announced or Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other
instrument to which any member of the Wider Econergy Group is a party or by or to which any such member or any of its respective assets is
or may be bound, entitled or subject or any circumstance which, in consequence of the making or implementation of the Offer or the proposed
acquisition of any shares or other securities in, or control of, Econergy or any member of the Wider Econergy Group by Trading Emissions or
any member of the Wider Trading Emissions Group or because of a change in the control or management of Econergy or otherwise, would or might
reasonably be expected to result in:
(i) any monies borrowed by or other indebtedness or liabilities actual or contingent of, or any grant available to, any member of the
Wider Econergy Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the
ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Econergy Group or any such security (whenever created, arising or having arisen)
being enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations, or interests of any member of
the Wider Econergy Group under any such arrangement, agreement, licence or instrument (or any arrangement, agreement, licence or instrument
relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any
other person, firm, company or body being or becoming capable of being terminated or adversely modified or adversely affected or any adverse
action being taken or any obligation or liability arising thereunder, in each case to an extent which is material in the context of the
Wider Econergy Group taken as a whole;
(iv) any asset or interest of any member of the Wider Econergy Group being or falling to be disposed of or charged (otherwise than in
the ordinary course of business) or ceasing to be available to any member of the Wider Econergy Group or any right arising under which any
such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Econergy
Group, in each case to an extent which is material and adverse in the context of the Wider Econergy Group taken as a whole;
(v) any member of the Wider Trading Emissions Group and/or of the Wider Econergy Group being required to acquire or repay any shares
in and/or indebtedness of any member of the Wider Econergy Group owned by any third party;
(vi) any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the Wider
Econergy Group, in each case to an extent which is material and adverse in the context of the Wider Econergy Group taken as a whole; or
(vii) the creation of any liability, actual or contingent, by any such member, in each case to an extent which is material and
adverse in the context of the Wider Econergy Group taken as a whole,
and no event having occurred which, under any provision of any such arrangement, agreement, licence or other instrument, might
reasonably be expected to result in any of the events referred to in this condition (j);
(k) save as Disclosed, Trading Emissions not having discovered:
(i) that any financial, business or other information concerning Econergy or the Wider Econergy Group which is contained in
information publicly disclosed at any time by or on behalf of any member of the Wider Econergy Group either publicly or in the context of
the Offer contains a misrepresentation of fact which has not, prior to the date of this announcement, been corrected by public announcement
through an RIS or omits to state a fact necessary to make the information contained therein not misleading where such misrepresentation or
omission is material in the context of the Wider Econergy Group taken as a whole;
(ii) any information which materially and adversely affects the import of any information disclosed to Trading Emissions or to any
member of the Wider Trading Emissions Group at any time by or on behalf of Econergy or any member of the Wider Econergy Group which is
material in the context of the Wider Econergy Group taken as a whole; or
(iii) that any member of the Wider Econergy Group is subject to any liability, contingent or otherwise, which is not Publicly
Announced and which is material in the context of that member of the Wider Econergy Group; or
(iv) that any member of the Wider Econergy Group has not complied with any applicable law or regulation governing the conduct of its
business in any respect which would or might be likely to adversely affect the Wider Econergy Group taken as a whole; and
(l) save as Publicly Announced or Disclosed, Trading Emissions not having discovered that:
(i) any past or present member of the Wider Econergy Group has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to
environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any
legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider Econergy Group which in any case is material in the context of
the Wider Econergy Group taken as a whole; or
(ii) there is, or is likely to be, any liability, whether actual or contingent, to make good, alter, improve, repair, reinstate,
clean up or otherwise assume responsibility for any property now or previously owned, occupied, made use of or in respect of which a
guarantee or other similar obligation has been assumed by any past or present member of the Wider Econergy Group or any other property or
any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant
authority or Third Party or otherwise which in any case is material in the context of the Wider Econergy Group taken as a whole.
Conditions 2(a) and (b) must be fulfilled by, and Conditions 2(c) to (l) (inclusive) fulfilled or (where capable of waiver) waived by
the Effective Date (or in each such case such later date as Trading Emissions may, with the consent of the Panel, decide). Neither Trading
Emissions nor Econergy shall be under any obligation to waive or treat as satisfied any of Conditions 2(a) to (l) (inclusive) by a date
earlier than the Effective Date notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfillment.
Both Trading Emissions and Econergy may waive any of the Conditions (other than Conditions 2(a) and (b)) with regard to the other party in
their sole discretion.
If Trading Emissions is required by the Panel to make an offer for Econergy Shares under the provisions of Rule 9 of the City Code,
Trading Emissions may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
Certain further terms
Trading Emissions reserves the right to elect (with the consent of the Panel, where necessary) to implement the Offer by way of a
takeover offer as it may determine in its absolute discretion. In such an event, such offer will be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the
Offer, including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser
percentage, being more than 50 per cent., as Trading Emissions may decide): (i) in nominal value of the shares to which such offer relates;
(ii) of the voting rights attached to those shares; and (iii) of the voting rights normally exercisable at a general meeting of Econergy,
including, for this purpose, any such voting rights attaching to Econergy Shares that are unconditionally allotted or issued before the
takeover offer becomes or is declared unconditional to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
The availability of the Offer to persons not resident in the Isle of Man or the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the Isle of Man or the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the Isle of Man or the United Kingdom should inform themselves about and observe any
applicable requirements.
The Offer will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. The Offer will be
subject to the applicable requirements of the City Code, the Panel, the AIM Rules, the London Stock Exchange, the FSA, the Isle of Man
Companies Acts and other legal or regulatory requirements.
The Scheme will not proceed if, before the date of the Court Meeting and the Econergy EGM, the European Commission initiates proceedings
under Article 6(1)I of Council Regulation (EEC) 139/2004 in respect of the Offer or any matter arising from or relating to the Offer or any
matter arising from or relating to the Offer is referred to the Competition Commission.
Fractions of New Trading Emissions Shares will not be allotted or issued pursuant to the Offer. Fractional entitlements to New Trading
Emissions Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto.
APPENDIX II
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Details of the irrevocable undertakings and the letter of intent granted to Trading Emissions to vote in favour of the Scheme and the
resolutions at the Court Meeting and the Econergy EGM are as follows:
(a) Independent Directors
Name Number of Econergy Percentage of issued share capital as at 14 May 2008
Shares (%)
Lee Atkins 185,910 0.21%
Jack Pester 30,000 0.03%
Frederick Renner 2,766,425 3.18%
Thomas Stoner 4,450,374 5.12%
Peter Vanderpump 10,000 0.01%
Total 7,442,709 8.55%
The above irrevocable undertakings will cease to be binding if the Scheme Document is not posted within 28 days of the date of this
announcement, if the Scheme does not become effective in accordance with its terms by 30 November 2008, or if the Scheme otherwise fails to
be sanctioned by the Court and/or approved by the meeting of the shareholders held to approve the Scheme, or the Scheme is withdrawn.
(b) Other Econergy Shareholders
Name Number of Econergy Percentage of issued share capital as at 14 May 2008 (%)
Shares
Elsina Limited 15,935,700 18.32%
Halbis Capital Management (UK) 5,805,134 6.67%
Limited
Moore Macro Fund, LP 3,705,000 4.26%
MPC Investors 7,373,765 8.48%
Total 32,819,599 37.72%
The above irrevocable undertakings will cease to be binding if the Scheme Document is not posted within 28 days of the date of this
announcement, if the Scheme does not become effective in accordance with its terms by 30 November 2008 (or, in the case of the undertaking
from Elsina Limited, by 13 November 2008) or if the Scheme otherwise fails to be sanctioned by the Court and/or approved by the meeting of
the shareholders held to approve the Scheme, or the Scheme is withdrawn, or if, prior to the Scheme becoming effective (or, where the
acquisition of Econergy is instead to be effected by way of a takeover offer, if before such takeover offer closes, lapses or is withdrawn)
an Alternative Offer (as defined below) has been announced in accordance with the requirements of the Code.
An "Alternative Offer" means an offer or proposed offer for, or a scheme of arrangement or proposed scheme of arrangement in respect of,
the entire issued and to be issued share capital of Econergy (not already owned by the proposed offeror) and the posting of which is not
expressed to be subject to a pre-condition and which the grantor of the irrevocable undertaking determines, after consultation with its
financial and legal advisers, represents a premium of at least 10 per cent. to the value of the existing issued share capital of Econergy
implied by the Scheme or the takeover offer (as the case may be), having regard to the amount, cash and non-cash elements and other terms
and conditions of such Alternative Offer and using any relevant closing share prices on the business day immediately prior to the
announcement of such Alternative Offer but where, in determining any such premium, such premium shall be calculated by reference to the
implied value of the Scheme or the takeover offer (as the case may be) as at the date of announcement of such Alternative Offer, given by the higher of (i) the cash alternative provided for in the
Scheme/takeover offer and (ii) the closing share price of Offeror on the business day immediately prior to the announcement of such
Alternative Offer.
(c) Letter of intent
Name Number of Econergy Percentage of issued share capital as at 14 May 2008
Shares (%)
Scottish Widows Investment 8,306,300 9.55%
Partnership Limited
Total 8,306,300 9.55%
APPENDIX III
BASES AND SOURCES OF INFORMATION
(a) The value attributed to the existing issued Econergy Shares is based upon the 87,000,000 Econergy Shares in issue on 14 May 2008
(being the last Business Day prior to the publication of this announcement) and by reference to a price of 133.5 pence per Trading Emissions
Share (being the Closing Price per Trading Emissions Share on 14 May 2008, the last Business Day prior to the date of this announcement).
(b) Unless otherwise stated in this announcement, all prices for Econergy Shares and Trading Emissions Shares have been derived from
the Daily Official List and represent the Closing Price on the relevant date.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this document and the accompanying Form of Acceptance unless the context requires otherwise:
"Admission" admission of the New Trading Emissions Shares to trading on AIM becoming effective and
references to "Admission becoming effective" shall be construed as references to the
announcement of the decision of the London Stock Exchange in accordance with Rule 6 of the
AIM Rules (and similar expressions shall be construed accordingly);
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the rules published by the London Stock Exchange entitled "AIM Rules for Companies";
"Australia" the commonwealth of Australia, its states, territories or possessions;
"Business Day" any day (other than Saturday or Sunday) on which clearing banks are generally open for
business in the City of London;
"Canada" Canada, its possessions and territories and all areas subject to its jurisdiction or any
political sub-division thereof;
"Cenkos" Cenkos Securities plc, Trading Emissions' financial adviser;
"City Code" or "Code" The City Code on Takeovers and Mergers;
"Closing Price" the middle market quotation for the relevant share on the close of trading on the Daily
Official List on the relevant date;
"Conditions" the conditions to the implementation of the Scheme and the Offer, which are set out in
Appendix I to this announcement;
"Court" the High Court of Justice in the Isle of Man;
"Court Meeting" the meeting of the Scheme Shareholders to be convened by order of the Court pursuant to
section 152 of the Isle of Man Companies Act 1931 to consider and, if thought fit, approve
the Scheme (with or without amendment) (and any adjournment thereof);
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Econergy" Econergy International PLC, a company incorporated in the Isle of Man with registered number
114667C;
"Econergy EGM" the extraordinary general meeting of the Econergy Shareholders that is proposed to be
convened in connection with the Scheme (and any adjournment thereof);
"Econergy Shareholders" the holders of the Econergy Shares, from time to time;
"Econergy Shares" the ordinary shares of 1 penny each in the capital of Econergy;
"Econergy Stock Option Plan" the Econergy International Corporation Stock Option Plan pursuant to which certain employees
and senior consultants of Econergy International Corporation have been granted options over
Econergy Shares;
"EEA" EEA Fund Management Limited whose registered address is at 22 Billiter Street, London EC3M
2RY, the investment adviser to Trading Emissions;
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;
"ERPAs" Emission Reduction Purchasing Agreements, being agreements between buyers and sellers of
emissions reductions in which the conditions of sale of carbon credits are defined;
"Financial Supervision Commission" the Isle of Man Financial Supervision Commission;
"FSA" the Financial Services Authority, acting in its capacity as competent authority in the
United Kingdom pursuant to Part VI of FSMA;
"Implementation Agreement" the agreement dated 14 May 2008 and entered into between Trading Emissions and Econergy
relating, inter alia, to the conduct of the Offer;
"Independent Econergy Directors" Thomas Stoner, Lee Atkins, Frederick Renner, Jack Pester, Peter Vanderpump and Gerald Jones;
"Japan" Japan, its cities, prefectures, territories and possessions;
"Loan" the loan from Trading Emissions to Econergy, details of which are set out in paragraph 15 of
the announcement to which this is an Appendix;
"London Stock Exchange" London Stock Exchange plc;
"New Trading Emissions Shares" new Trading Emissions Shares to be issued by Trading Emissions pursuant to the terms of the
Offer;
"Offer" the offer by Trading Emissions for the entire issued and to be issued ordinary share capital
of Econergy not already owned or contracted to be acquired by Trading Emissions or its
associates to be implemented by way of the Scheme and the other matters relevant thereto to
be considered at the Court Meeting and the Econergy EGM or, in Trading Emissions' absolute
discretion, with the consent of the Panel, by way of a takeover offer;
"Overseas Shareholders" Econergy Shareholders resident in or nationals or citizens of, jurisdictions outside the
Isle of Man or the UK or who are nominees of, or custodians, trustees or guardians for,
citizens or nationals of such other jurisdictions;
"Panel" The Panel on Takeovers and Mergers;
"Piper Jaffray" Piper Jaffray Limited, Econergy's financial adviser;
"Regulatory Information Service" or "RIS" any of the services approved by the London Stock Exchange for the distribution to the public
of AIM announcements and included within the list maintained on the London Stock Exchange's
website, www.londonstockexchange.com;
"Scheme" the scheme of arrangement proposed to be made under section 152 of the Isle of Man Companies
Act 1931 between Econergy and the Econergy Shareholders with or subject to any modification,
addition or condition approved or imposed by the Court and agreed to by Econergy and Trading
Emissions;
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 152 of the Isle of Man Companies
Act 1931;
"Scheme Document" the circular in respect of the Scheme to be despatched to Scheme Shareholders setting out,
amongst other things, the full terms and conditions to implementation of the Scheme as well
as the Scheme itself and the notice of the Court Meeting and the Econergy EGM;
"Scheme Shareholders" those Econergy Shareholders eligible to attend and vote, whether in person or by proxy, at
the Court Meeting;
"Scheme Shares" those Econergy Shares held by Scheme Shareholders;
"Trading Emissions" Trading Emissions PLC, a company incorporated in the Isle of Man with registered number
113037C;
"Trading Emissions Shareholders" holders of Trading Emissions Shares, from time to time;
"Trading Emissions Shares" ordinary shares of 1 penny each in the capital of Trading Emissions;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "United Sates of the United States of America, its territories and possessions, all areas subject to its
America" jurisdiction or any political subdivision thereof, any state of the United States of America
and the District of Columbia;
"US Person" a US person as defined in Regulation S under the US Securities Act;
"US Securities Act" the United States Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder;
"Wider Econergy Group" Econergy and its subsidiary undertakings, associated undertakings and any other undertakings
in which Econergy and such undertakings (aggregating their interests) have a substantial
interest; and
"Wider Trading Emissions Group" Trading Emissions and its subsidiary undertakings, associated undertakings and any other
undertakings in which Trading Emissions and such undertakings (aggregating their interests)
have a substantial interest.
In this document, the singular includes the plural and vice versa, unless the context otherwise requires.
All times referred to in this document are London times.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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