TIDMBDT
RNS Number : 0865E
Bidtimes PLC
01 April 2011
1 April 2011
Bidtimes plc
("Bidtimes" or "the Company")
Proposed acquisition of PowerHouse Energy, Inc., Proposed
approval of a waiver of the obligations under Rule 9 of the City
Code, Capital Reorganisation, Change of name to PowerHouse Energy
Group plc, Notice of General Meeting and Admission to trading on
AIM
PowerHouse Energy, Inc. ("PowerHouse")
-- Commercialising an alternative energy business based on zero
emission conversion of waste materials and coal deposits into a
range of clean energy products
-- Scope to address a growing market need for the production of
renewable energy products and the elimination of harmful waste
material
-- Markets through its expanding network of distributors and
through build-own-operate joint ventures
-- Recent investment from and partnership with Linc Energy to
exploit large scale conversion of stranded coal into liquid
transportation fuel products
-- Board and executive management team includes professionals
with extensive experience in gasification technology, clean energy
and power generation, international business development, project
finance and public company management.
Ross Lyndon-James, director of PowerHouse Energy, Inc. and
Proposed Executive Chairman of the Enlarged Group commented:
"PowerHouse is delighted to be taking this next step in the
development of its exciting alternative energy business. The
reverse takeover of Bidtimes will provide PowerHouse with a strong
platform from which it can commercialise the significant
opportunities in the fast growing global alternative energy
market."
Further enquiries:
Bidtimes plc Tel: +44 (0)
Julian Moore, Non-Executive Director 207 887 1362
Merchant Securities Limited Tel: +44 (0)
David Worlidge 20 7628 2200
Simon Clements
Introduction
On 16 December 2009, the Company released an announcement which
sought to clarify its investing policy. The Company aimed to
identify and pursue investments in mineral and energy resources,
including renewable energy resources.
The Board believes that it has now identified a potential
acquisition which fulfils its investment criteria.
On 22 March 2011, the Company announced that it was at an
advanced stage of discussions to acquire a company which would
constitute a reverse takeover under the AIM Rules and trading in
Existing Ordinary Shares was suspended. Following the publication
of this announcement and the publication of the Admission Document,
which is available on the Company's website www.bidtimes.com, the
Company has requested that the suspension be lifted and it is
expected that restoration of dealings will take effect from 7.30
a.m. on 1 April 2011.
The Company announces that it has entered into the Acquisition
Agreement conditional, amongst other things, on Shareholder
approval, to acquire the entire issued share capital of PowerHouse,
a company specialising in emission-free conversion of waste
materials into a synthetic gas (syngas). The consideration will be
satisfied by the issue of the Consideration Shares. Further details
of the terms and conditions of the Acquisition are set out below
under the heading "Principal Terms of the Acquisition".
The Acquisition will result in a fundamental change in the
Company's business and will constitute a reverse takeover under the
AIM Rules. As such, the Independent Director is seeking Shareholder
approval for the Acquisition at the General Meeting.
Following completion of the Acquisition, the Principal Concert
Party will have a holding of 225,672,048 New Ordinary Shares,
representing 79.55 per cent. of the Enlarged Issued Share Capital.
Following Admission and implementation of the Proposals, the
Principal Concert Party will hold in excess of 30 per cent. of the
Enlarged Issued Share Capital and would normally incur an
obligation, under Rule 9 of the City Code, to make a general offer
to the other Shareholders to acquire their shares. However, subject
to the approval of the Independent Shareholders on a poll at the
General Meeting, the Panel has agreed to waive this obligation. An
explanation of the provisions and impact of the City Code in
relation to the Principal Concert Party is set out in the paragraph
entitled "the City Code" below.
The Proposals are conditional, inter alia, on the passing of the
Resolutions at the General Meeting and Admission. If the
Resolutions are approved by Shareholders, it is expected that
Admission will become effective and dealings in the Enlarged Issued
Share Capital will commence on AIM on or around 28 April 2011.
Background information on the Company
Bidtimes was incorporated on 28 February 2000 and admitted to
trading on AIM on 4 July 2000. The Company originally aimed to
build a group providing e-commerce solutions in the retail and
distribution sectors through selected acquisitions of targets
demonstrating significant growth prospects. On 6 June 2008, the
Company announced that it was seeking to extend its investment
strategy to include the mineral and energy sector, subject to which
it had raised GBP440,000 and signed a joint-venture agreement with
Burey Gold Limited. As part of the agreement, the Company acquired
a 10 per cent. joint venture interest in three tenements of mineral
deposits located in Australia. Anthony Brennan and Julian Moore
were simultaneously appointed as Executive Chairman and
Non-executive Director, respectively, and the Company's shares were
readmitted to trading on AIM.
In December 2009, the Company announced that it could no longer
justify expenditure in these tenements and that they had been
dropped from the Company's exploration portfolio. They were
replaced by another joint venture project with Burey Gold Limited,
in the Kyber Pass Area, southeast of Marla, in Southern Australia.
The Directors intend to give notice to terminate the joint venture
agreement upon completion of the Acquisition.
Reasons for the Acquisition
Bidtimes believes that PowerHouse presents an attractive
opportunity for the Company. PowerHouse recently secured a
manufacturing and marketing licence with Pyromex for a patent
pending low emission waste to energy gasification system, which is
exclusive in North America, Central America and the Surrounding
Islands and Nigeria and which is non-exclusive throughout MENA,
GCC, French Polynesia, South Pacific, Asia and certain United
States Territories. In Australia, PowerHouse has exclusive rights
to manufacture and supply Pyromex equipment. In addition, in August
2010, PowerHouse acquired a 30 per cent. interest in Pyromex and
holds an option to acquire a further 21 per cent.
PowerHouse is a company with a solid background in the sale of
clean power generation systems and is currently developing, on a
global basis, an alternative energy business based on zero emission
conversion of waste materials and sub viable coal deposits
(carbonaceous matter) into a range of clean energy products. These
energy products will include synthesised gas (syngas), hydrogen and
electricity and in the future, the Company intends to explore the
possibilities of producing liquid transportation fuels.
PowerHouse's UHTG technology is modular, scaleable and highly
efficient. With several sales contracts already secured, the
Enlarged Group expects that the Pyromex technology and systems will
satisfy a potentially substantial and growing market for efficient,
emission free conversion of a broad range of waste materials into
useful clean energy.
The New Board believes that that the Enlarged Group will have
significant expansion opportunities as a result of combining the
Company's public listing with PowerHouse's experienced management
team and rights to Pyromex's UHTG technology.
Information on PowerHouse
History and Overview
PowerHouse was originally founded in 2002 and is based in
California, with representative offices in London and New York.
Historically, the company's business has involved the design,
procurement, installation and commissioning of conventional onsite
power generating systems that yield environmentally responsible
savings. Since it commenced trading in 2003, PowerHouse has
installed over 50 on-site combined heat and power systems including
advanced fuel cell power generating systems.
In August 2010, PowerHouse acquired a 30 per cent. shareholding
in Pyromex, the developer and owner of a ultra-high temperature
waste to energy thermal reactor technology, elements of which are
patent pending, together with a zero emission gasification
technology licence under which it is able to manufacture and sell
an integrated waste to energy system. In January 2011, PowerHouse
was granted a call option to acquire up to 21 per cent. of
Pyromex's share capital. The first tranche of 1.8 per cent. of
Pyromex's share capital must be exercised by 30 June 2011 and the
second tranche, which is conditional upon the exercise of the first
tranche, may be exercised on or before 30 June 2012.
In March 2011, Linc Energy, a company quoted on the Australian
Securities Exchange (ASX: LNC), subscribed for US$6,000,000 worth
of equity in PowerHouse. In addition Linc Energy has granted
PowerHouse certain rights to use its proprietary Fischer-Tropsch
process and knowhow in its own projects.
PowerHouse's New Business
PowerHouse's new business model is the production of systems to
generate alternative energy in the form of syngas and the
conversion of syngas into electricity that can be sold to end
users. This will be achieved by the sale of equipment which enables
the recovery and sale of energy from its on site waste to energy
systems and the efficient and environmentally responsible
conversion of waste materials into useful forms of energy. The net
result is a convenient and safe elimination process for many types
of organic waste, while simultaneously recovering a very high
proportion of the energy contained in such waste.
Syngas can also be readily used as a fuel for generating power
from fuel cells, micro turbines, ultraclean gas powered engine
generator systems or simple gas burners.
PowerHouse is represented in its target markets by its
distributors and joint venture partners who aim to identify and
develop business opportunities involving waste suppliers and power
purchase customers. The New Board believes this marketing strategy
to be a cost effective and low risk method of penetrating new
markets which has enabled PowerHouse to develop a significant
pipeline of potential business opportunities.
Manufacturing and Marketing Licence
Summary of the Pyromex Licence
PowerHouse has a technology licence agreement with Pyromex
relating to various Pyromex intellectual property for its
ultra-high temperature gasification process and equipment. The term
of the licence is the longer of 20 years from 13 April 2009 or
until the last of the patents which are the subject of the licence
expires. PowerHouse has exclusive rights in North America, Central
America, the Surrounding Islands and Nigeria and exclusive, but not
sole, rights to manufacture and supply Pyromex equipment in
Australia. PowerHouse also has non-exclusive rights in MENA, GCC,
French Polynesia, South Pacific, Asia and certain United States
Territories. The exclusive rights may be exploited without
restriction as to field, while the non-exclusive rights to
manufacture and supply Pyromex equipment may be exploited in
relation to municipal solid waste and/or biomass and/or tyres. Non
exclusive licences of the rights granted under the Pyromex Licence
have been granted to third parties in Italy, Great Britain,
Benelux, Scandinavia, Greece and South Africa.
Option over Pyromex
PowerHouse's use of the Pyromex technology derives from the
Pyromex Licence. As stated in Part II of the Admission Document,
licensed rights can be terminated in certain circumstances and
discretions of the licensor under the licence agreement may be
exercised unreasonably, to the detriment of PowerHouse as licensee.
To counter these risks and to obtain the economic benefit of being
the recipient (indirectly as a shareholder in Pyromex) of licence
fees and royalties, PowerHouse has acquired an option under which
it may increase its shareholding in Pyromex from 30 per cent to 51
per cent. The first tranche of 1.825 per cent. must be exercised by
30 June 2011, with the balance of 19.075 per cent. being able to be
exercised on or before 30 June 2012. The consideration for the
first tranche is US$2 million in cash. . The New Board intends to
raise additional funds in order to exercise this option in full
unless the timing of cashflows arising from sales enables the
Company to pay the option price out of this additional working
capital.
Extent of licensed intellectual property rights
The Pyromex Licence grants to PowerHouse a licence to exploit
certain patents and a licence of knowhow relating to "Pyromex IP"
and "Engineering IP". The former includes the intellectual property
in reactor tubes and coatings, induction electrical system,
gasification reactor control software and hardware, the air lock
system, sprocket and material feed, reactor tube cooling,
water/steam injection process and the scientific gasification
reactions, feed rates, date and designs of certain components. The
latter includes the knowhow in the engineering of the Pyromex
IP.
The Pyromex technology is subject to certain granted and pending
patents. A US patent is owned by Pyromex in respect of "fuel from
industrial waste". This patent which expires in 2015, is not
considered material to the Pyromex technology as currently
deployed. International patent applications have been filed for
three other inventions, as follows:
-- molybdenum susceptor with boron-silicon coating used in a
high temperature furnace. It is anticipated that it may be
difficult to obtain patent protection for this invention but it is
not considered core to the Pyromex technology;
-- oxygen stripping in-feed using feedback of produced syngas.
This application was filed in August 2007 and will allow patents to
be granted in Europe and the USA. The Independent Director has
received independent, specialist advice that the invention is
patentable albeit that there is a small third party infringement
risk; and
-- high temperature furnace using centrally disposed resistive
heater. This is the core technology for which a patent application
was filed in October 2009. Again the Independent Director has
received independent, specialist advice that the invention is
patentable and that worldwide patents should be available if filed
before 14 April 2012.
Manufacture and Supply
PowerHouse has identified manufacturing partners in the US and
Europe and manufacturing of the waste to energy system will be
subcontracted to such partners.
PowerHouse's New Business Model
PowerHouse is making use of its experience by combining its
specialised expertise, historical power generating product range,
business network and specialised expertise with its recently
acquired Pyromex technology to deliver fully integrated waste to
energy solutions to its pipeline of new business opportunities.
PowerHouse's waste to energy strategy combines three fundamental
infrastructure segments:
(i) an efficient, clean, low cost means of the elimination of
organic waste materials as an alternative to landfill and
incineration;
(ii) energy recovery from organic waste materials into syngas
fuel and electrical energy in a sustainable business not related to
or dependent on fossil fuels; and
(iii) the conversion of lignite, coal and coal waste into syngas
and its use as a fuel for power generation and liquid
transportation fuels.
Equipment Sales
PowerHouse sells alternative energy equipment to customers who
have a capacity to provide the necessary waste to utilise the
output energy and an ability to operate the alternative energy
systems. PowerHouse intends to supply complete waste to energy
systems including the design, manufacture, installation and
commissioning of such systems. PowerHouse will also sell Pyromex
units to customers who have the capacity to incorporate Pyromex
systems into waste to energy systems. Typically on equipment sales
PowerHouse will draw down milestone payments on an agreed basis
during manufacture and installation.
Service income
PowerHouse will seek to provide a maintenance agreement on any
equipment sales.
Annuity income - Build-Own-Operate
PowerHouse expects to sell its waste to energy equipment at
market price to its Joint Venture Companies, which will operate the
alternative energy system and sell the produced energy to customers
under long term power purchase contracts (typically 25 years). This
Build-Own-Operate strategy would enable PowerHouse to earn a profit
margin on these sales as well as its share of any joint venture
company profits over a 15 to 25 year period.
Typically, ownership of the Joint Venture Companies will
comprise the interests of PowerHouse, the local partners/operator
and the project financiers. The New Board expect that PowerHouse's
joint venture interests will vary between 15 and 49 per cent. In
providing potential joint venture partners the opportunity to
participate in the project, it is envisaged that PowerHouse's joint
venture interest will, in most cases, be at no additional cash cost
to the Enlarged Group. Generally, every Build-Own-Operate project
will require external project financing from a third-party.
Sales of waste to energy systems to date
PowerHouse has executed contracts for the following sales to
date:
- PowerHouse Energy Australia Pty Ltd - sale of a 5 tpd waste to
energy system and a 25 tpd Pyromex UHTG reactor
- Linc Energy Ltd - sale of a 25tpd Pyromex UHTG reactor
- PowerHouse Energy New Zealand Ltd - sale of a 5 tpd waste to
energy system
World Energy Market
According to the International Energy Outlook 2010 ("IEO 2010")
report, produced by the US Energy Information Administration and
published in July 2010, world marketed energy consumption is
expected to increase by 49 per cent. between 2007 and 2035, a
figure which does not include prospective legislation or policies.
Total energy demand in non-OECD countries is expected to increase
by 84 per cent., compared with a projected increase of 14 per cent.
in OECD countries. It is anticipated that total world energy use
rises from 495 quadrillion British thermal units (Btu) in 2007 to
590 quadrillion Btu in 2020 and 739 quadrillion Btu in 2035. The
New Board believes that the ability to establish a presence in the
waste to energy market will lead to sustainable long term
growth.
Although the waste to energy solution is not expected to replace
the primary energy sources of a community, the New Board believes
that it will become an increasingly popular and sustainable means
of recovering energy from the simple recycling of organic
material.
Alternative energy
The current demand for renewable energy is particularly high as
organisations seek to reduce their carbon footprint and take
advantage of various government financial incentives. Solar and
wind have been the more prevalent sources of renewable energy,
however these sources are limited in their abilities to supply
continuous base load power generation which is necessary for
on-demand energy supplies. The Directors expect that the waste to
energy systems provided by PowerHouse will supplement traditional
power supplies by supplying base load renewable energy on demand.
Excess production can be sold into the power grid for wider
distribution. Such systems can be complementary to electricity
supplied via the grid or provide independent power generation,
enabling the customer to avoid being subjected to interruptions and
fluctuating supply pricing.
PowerHouse's waste to energy joint venture combination provides
a financially attractive choice for established waste collection
companies by enabling them to add a new revenue stream from the
sale of energy, without the associated management and capital
investment risks.
Waste to Energy Technology
Pyromex - ultra-high temperature gasification (1200[deg]C -
1700[deg]C)
Emission free (thus no tar or char) waste to energy recovery at
levels of 90 to 95 per cent. can only be achieved in a temperature
range between 1200[deg]C-1700[deg]C. In order to create thermal
reactions within a controlled atmosphere with low energy
consumption and low capital cost infrastructure Pyromex uses a
proprietary electric energy induction (or resistance element)
system within a suitable enclosed chamber. These methods constitute
Pyromex's proprietary intellectual property. The New Board
considers that Pyromex's knowledge and experience of material
selection and design in the area of ultra-high temperature
gasification provides potential competitors with significant
barriers to entry.
The New Board considers that at present there are three other
major competing methods discussed below which use thermal energy
for burning or decomposing waste.
Incineration - high temperature combustion (760[deg]C -
1000[deg]C)
Historically combustion by incineration, which typically
operates at temperatures around 900[deg]C, has been used to burn
waste, with the typical energy recovery levels being between 35 to
45 per cent. This method of disposal releases noxious gases and
airborne pollutants into the atmosphere and creates highly
undesirable residual tar and char. Due to these by products, its
use in developed nations is being progressively eliminated.
Recent developments to scrub the exhaust gases and capture
pollutants have reduced the harmful effects of combustion by
incineration to a degree, but it has the added cost and servicing
of additional equipment which is inherently an inefficient method
of energy recovery. This method is further hampered by the
difficulty of obtaining operating permits in certain areas.
Pyrolysis - higher temperature combustion (870[deg]C -
1100[deg]C)
Pyrolysis is another method of using combustion for waste
disposal and it occurs at higher temperatures of around 1050[deg]C.
Although it is more efficient than incineration for waste disposal
and energy recovery, it releases unwanted emissions into the
atmosphere as well generating char and tar residual by
products.
Plasma Arc - ultra-high temperature gasification (over
5500[deg]C)
The plasma arc process uses high temperature plasma torches in a
controlled atmosphere to subject waste to physical and chemical
changes. The high temperatures generated by heat from the plasma
arc at above 5,000[deg]C prevents the formation of complex organic
molecules and breaks down organics into syngas. The hot syngas is
then fed through a gas cleaning and conditioning system, where it
is rapidly cooled and cleaned to remove any entrained particles
and/or acid gases prior to re-use.
The plasma thermal destruction and waste to energy recovery
process is a high maintenance technology which consumes more energy
to operate and the Directors expect it to have a higher operating
cost.
Pyromex Technology
The technology licensed to PowerHouse is the Pyromex thermal
reactor which was developed over a 15 year period. The New Board
believes that the Pyromex technology represents a technological
breakthrough in materials gasification. Using a suitable waste
stream and ultra-high temperatures ranging from 1200[deg] to
1700[deg]C in a controlled oxygen free environment, more than 90
per cent. of the energy content of any organic waste material can
be converted into a high energy synthetic gas ('syngas') in a
process which produces zero emissions and no harmful char or tar
residues.
Pyromex technology uses electrical energy induction through a
specially designed proprietary metal alloy thermal reactor to
create an ultra-high temperature environment. This approach is a
very efficient energy conversion and recovery process and
eliminates the loss of energy to combustion.
The Pyromex System
The Pyromex system enables localised low emission or emission
free conversion (disposal) of waste materials with energy recovery
rates of approximately 90 to 95 per cent. The system uses
approximately 15 per cent. of the syngas as fuel to generate its
own electrical power requirement, resulting in approximately 80 per
cent. of the produced energy available for sale. No toxic or
harmful residues are formed during the thermal reduction of the
waste material into fuel energy.
The Pyromex plant is a compact closed circuit system which
includes waste preparation, energy conversion and syngas
refinement. The key components in this process are the electrical
induction technology, the ultra-high temperature thermal reactor
and the remote temperature controls.
Prior to its conversion to syngas and depending on its nature
and composition, waste can be stored separately, which provides the
flexibility of combining various types of waste materials to
optimise the energy content of a waste stream. A waste feed system
generally includes dryers to achieve the correct moisture content
and a shredder to size the waste and enable a continuous feed into
the thermal reactor.
Thermal Reactor
The thermal reactor is the heart of the Pyromex system and it
plays a vital role in the zero emission solution. It is an
ultra-high temperature thermal degradation unit (working under
neutral atmosphere) consisting of an electric inductively heated
(or an internal resistance element) reaction chamber, remote
temperature controls and precise steam injection which enables the
complete gasification of the waste material.
The energy for the thermal reactor is provided by a specially
constructed three stage electric induction process to heat the core
of the reactor to temperatures of between 300[deg]C and
1,700[deg]C.
Thermal Reactor Chamber
The thermal reactor is able to produce a 90 to 95 per cent.
yield of syngas (approximately 80 per cent. net following the
deduction of energy to power the system) from waste with no
emissions from the gasification process. This enables customers to
meet obligations under the most stringent of environmental laws and
regulations, such as the German BimSchG.
The small proportion of inorganic residue produced by the
process (depending on the inorganic content, typically three to
seven per cent. by volume of the original waste) is a safe, inert,
non-leachable basaltlike material.
Although induction heating is not new technology, the
combination of induction heating through Pyromex's proprietary
metallurgy in an ultra-high temperature oxygen-free reaction
chamber is considered by the New Board to be a new technology in
the waste to energy sector. Pyromex has developed proprietary oxide
and refractory coatings to protect the interior surface of the
reactor chamber.
The syngas produced by the Pyromex system can be used to form
hydrogen gas or liquid, as a fuel gas to generate electricity, or
reformed in a subsequent process to produce ethanol, methanol and
syndiesel, all of which can be used to supplement the energy needs
of a consumer's operation or sold to generate revenue.
Approved for Broad Market Applications
The Pyromex technology is applicable to many different types of
waste streams including municipal and industrial waste, biomass,
toxic waste such as hospital/medical waste, tyres and sewage
sludge. In Germany, a commercial unit capable of processing 25
tonnes of waste per day operated successfully over a four year
period which included testing and performance verification. Pyromex
meets the requirements of the German Federal BimSchG and 23
different types of waste have been environmentally approved for use
in the Pyromex system as follows:
BimSchG Permitted Waste Fuel Sources
-------------------------------------------------------
Farming and animal waste/manure including dairy,
poultry and swine
Natural Fibres
Plastic Waste including chlorinated plastics
Wood chips
Waste from the leather/fur industries including
Chromium contamination
Fly-ash from Power Plants including slag, dust,
incinerator rust
Packaging materials including paper, cardboard,
plastic and wood
Waste from car recycling including auto shredder
residue, oils and tyres
Medical waste including category A hospital waste
Sewage sludge from wastewater treatment plants
and other sources
Shredder waste including light fractions and dust
Residue from mechanical treatment, sorting, shredding
and pelletisation
Linc Energy
Linc Energy is an Australian energy company which is listed on
the Australian Securities Exchange and the OTCQX in New York with a
market capitalisation of approximately US$1.5 billion. Through the
combination of underground coal gasification ("UCG") and
conventional Fischer-Tropsch technology to produce gas-to-liquids
("GTL"), Linc Energy is developing a significant energy business
based on the production of cleaner energy solutions for the future.
Linc Energy has over 200 employees in Australia and the United
States, focused on commercialising its UCG and GTL technologies.
Linc Energy first began UCG trial operations in 1999 on a site near
Chinchilla, a rural community in the Surat Basin about 300
kilometres west of Brisbane, Queensland. Since that time, Linc
Energy has further developed the site through the construction of
additional UCG fields, a demonstration GTL plant, and a modern
research laboratory.
In March 2011, Linc Energy invested US$6 million and granted
PowerHouse the right to purchase and use its Fischer-Tropsch GTL
system technology for PowerHouse's waste to energy applications in
return for a 10 per cent. interest in Pyromex. PowerHouse has
granted Linc Energy a perpetual, exclusive licence to use, own,
fabricate and operate Pyromex systems for above ground coal to
syngas production of 1 MMcf per day and greater in all territories
(with the exception of Italy which is excluded). Linc Energy will
pay a licence royalty of US$0.10 per barrel of Linc Energy's
Pyromex-produced liquid fuels generated by using the Pyromex
system.
Research and Development
The Enlarged Group's short term focus in the area of research
and development will be the development of a 100 tpd unit with the
support of Linc Energy, for whom this will be particularly
applicable based on their substantial coal deposits.
Economic Incentives
There are certain financial incentives throughout the world that
are applicable to equipment purchase and energy production. As an
example, the US Federal Government has established capital cost
reduction programs for cogeneration and waste to energy equipment.
These cost reductions are in the form of grants and investment tax
credits effectively resulting in a reduced cost of fuel for the
producer/supplier. The US has additional incentives that can be
linked to the Federal programs and government finance options are
also available for renewable energy projects.
Internationally, carbon credits are available as incentive for
the reduction of CO2 emissions resulting from power generation.
These credits must be certificated in a comparison process, which
evaluates the reduction against conventional power generation
methods to establish the quantum of the credits, which can be
traded on the world market.
Europe is the most advanced region in this regard and has taken
measures to ensure that CO2 emission reductions include the
recycling of organic material, through waste to energy methods in
order to reduce landfill burdens. In the UK, schemes such as the
"Renewable Heat Incentive" promote the development of systems such
as pyrolysis to increase overall energy efficiency. In 2010, the EU
undertook a public consultation "Towards a New Energy Strategy for
Europe 2011-2020", in which it was reported that it has seen broad
agreement for the promotion of technological development. The
European Commission has published its proposals for the promotion
of renewable energy resources, in which it aimed to establish a
directive for a minimum binding target for the proportion energy
from renewable sources by the EU as a whole, and individual targets
for each member state.
Principal terms of the Acquisition
On 31 March 2011, Bidtimes entered into the Acquisition
Agreement pursuant to which it has conditionally agreed to acquire
the entire issued share capital of PowerHouse. The consideration
will be satisfied by the issue of the Consideration Shares
(representing 96.5 per cent. of the Enlarged Issued Share Capital)
on Admission.
The Acquisition Agreement contains warranties from the Vendors
in relation to the business, assets and affairs of PowerHouse and
certain indemnities from the Vendors.
The Acquisition is conditional upon, inter alia:
(i) the approval by the Shareholders of the Resolutions proposed
at the General Meeting convened for 26 April 2011;
(ii) the Introduction Agreement becoming unconditional in all
respects, save for any condition relating to completion of the
Acquisition; and
(iii) Admission having occurred not later than 8.00 a.m. on 28
April 2011 (or such later time and/or date as the Company and
Merchant Securities may determine but in any event no later than
8.00 a.m. on 30 June 2011).
Capital Reorganisation
The Capital Reorganisation is being proposed because, in recent
times, the bid-offer spread for the Company's Existing Ordinary
Shares hes been a high percentage of the mid-market price. The
Directors believe that the proposed Capital Reorganisation will
help to reduce the spread and increase liquidity. Accordingly, the
Directors have decided that a share reorganisation will be effected
on the basis of one New Ordinary Share and one New Deferred Share
for every 10 Existing Ordinary Shares.
Holders of fewer than 10 Existing Ordinary Shares will not be
entitled to receive a New Ordinary Share following the Capital
Reorganisation. Shareholders with a holding in excess of 10
Existing Ordinary Shares, but which is not exactly divisible by 10,
will have their holding of New Ordinary Shares rounded down to the
nearest whole number of New Ordinary Shares following the Capital
Reorganisation. Fractional entitlements of New Ordinary Shares will
be sold in the market and the proceeds will be retained for the
benefit of the Company.
The Existing Ordinary Shares are admitted to CREST. Application
will be made for the Enlarged Issued Share Capital to be admitted
to CREST, all of which may then be held and transferred by means of
CREST. It is expected that the New Ordinary Shares arising as a
result of the Capital Reorganisation in respect of Existing
Ordinary Shares held in uncertificated form, i.e. in CREST, will be
credited to the relevant CREST accounts on 28 April 2011 and that
definitive share certificates in respect of the New Ordinary Shares
arising as a result of the Capital Reorganisation from Existing
Ordinary Shares held in certificated form will be dispatched to
relevant Shareholders by 10 May 2011. No temporary documents of
title will be issued. Share certificates in respect of Existing
Ordinary Shares will cease to be valid on 26 April 2011 and,
pending delivery of share certificates in respect of New Ordinary
Shares will be certified against the register. The record date of
the Capital Reorganisation is 27 April 2011.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
Like the Existing Deferred Shares, the New Deferred Shares will
have no voting rights and will not carry any entitlement to attend
general meetings of the Company; nor will they be admitted to AIM
or any other market. They will carry only a right to participate in
any return of capital once an amount of GBP100 has been paid in
respect of each New Ordinary Share. The Company will be authorised
at any time to effect a transfer of the New Deferred Shares without
reference to the holders thereof and for no consideration.
Accordingly, the New Deferred Shares will, for all practical
purposes, be valueless and it is the Board's intention, at an
appropriate time, to have both the Existing Deferred Shares and the
New Deferred Shares cancelled, whether through an application to
the Companies Court or otherwise. No certificates will be issued in
respect of the New Deferred Shares.
New Board and senior management
Anthony Brennan will remain on the board of the Company as
Deputy Chairman following Admission, although in a non-executive
role. I will continue on as a Non-executive Director and Julian
Moore will become Interim Finance Director of the Company on
Admission. Mr Moore intends to move to South Africa in the short to
medium term hence his position is considered to be an interim one.
Conditional upon Admission, Ross Lyndon-James, David Moard and
James Greenstreet will join the Board as Executive Chairman,
Executive Director and Non-Executive Director respectively.
Brief details on the proposed New Board are set out below:
Anthony Brennan (aged 53), Proposed Non-Executive Deputy
Chairman
Mr Brennan is a Chartered Accountant by profession with a career
of over 30 years and has been a director of the Company since 30
June 2008. He was previously a partner in an Australian national
accounting firm and has extensive experience in financial
management. Since leaving the profession in 1990, Mr Brennan has
played a leading role in a number of Australian resource companies,
including the role of Managing Director of Mount Edon Gold Mines
Limited for seven years. Mount Edon Gold Mines Limited was an ASX
listed company that discovered and developed the multi million
ounce Tarmoola Gold mine in Western Australia which in 1997 was
subject of a AUS$200+ million takeover by Canadian miner Teck.
In 2004, he founded Delta Capital Pty Limited to provide
boutique investment banking and corporate advisory services and the
company is the holder of a current Australian Financial Services
licence (AFS licence number 277935). Delta Capital Pty Limited has
provided corporate advice to, brokered transactions and raised
capital for companies involved in the US oil and gas industry, the
Australian gold mining industry, South African coal mining
industry, minerals exploration in Australia, South America and
Africa and the alternative energy sector. In recent years, Delta
Capital has introduced clients in both the alternative energy and
conventional energy sectors to the London capital markets from
which those companies have raised funding in excess of US$120
million in both alternative energy and conventional energy
sectors.
Ross Lyndon-James (aged 63), Proposed Executive Chairman
Mr. Lyndon-James co-founded a number of publicly traded
companies in Australia, the United States and the United Kingdom
and has held the positions of Chairman, President and CEO in these
companies. He was co-founder, Chairman and CEO of US publicly
listed Ramtron Corporation, an advanced semiconductor memory chip
company and was responsible for the leadership and development of
that company from its inception to pilot plant manufacturing and
its successful listing on NASDAQ.
Mr. Lyndon-James was co-founder and CEO of the Boston Equities
Group from 1993 to 2005. As a founding shareholder, he has also
served on the board of directors of a number of investee companies
including Ocean Power Technologies Inc (OPT) and acted as a
consultant to that company in the areas of business development and
capital raising. OPT listed on the London Stock Exchange (AIM: OPT)
in 2003 raising in excess of US$40 million and later went on to
list on NASDQ raising US$100 million. Mr. Lyndon-James is a co
founder and former Managing Director of Water Resources Group Ltd
which listed on the ASX in December 2010. He is currently a
director of ERL, PowerHouse Energy, Inc. and Credit First Australia
Pty Ltd, City Farms Holdings Pty Ltd and City Farms International
Pty Ltd.
David Moard (aged 55), Proposed Executive Director
Mr Moard is a seasoned executive with extensive experience in
technical, market and business areas in the energy industry. He was
responsible for identification, development and commercialisation
of advanced energy systems for Southern California Gas/Sempra
Utilities in the US for over 16 years, which included a temporary
two year executive exchange with the Gas Research Institute and
operating a subsidiary energy service business for them in
distributed generation.
In 1993, Mr Moard founded Hydrogen Burner Technology (HBT) to
advance hydrogen generation for stationary and transportation
markets. Under his guidance as Chairman and CEO the company was
awarded over 16 patents, grew to over 250 employees and had
numerous contracts with the oil (Exxon and Cosmo Oil), automobile
(Ford and Daimler-Chrysler) and government agencies (Department of
Energy and California Energy Commission).
Mr Moard founded PowerHouse in 2002 and remains its Chairman and
CEO. The company has grown during difficult times and become highly
regarded in the energy industry. He has numerous published papers,
board positions and patents to his credit during his 31-year
professional career.
Brent Fitzpatrick (aged 61), Non-Executive Director
Mr Fitzpatrick is a corporate finance consultant and in the last
fifteen years, Mr Fitzpatrick has been instrumental in identifying
and advising a number of companies on their acquisitions and
subsequent flotations. Mr Fitzpatrick has been a director of the
Company since 9 March 2000. He was Nonexecutive Chairman of Global
Marine Energy Plc, an AIM listed oil services company, prior to its
takeover by TSC Offshore, a Hong Kong listed energy company,
Non-executive Chairman of Risk Alliance Plc, an insurance broker
consolidator, and Chairman of Aboyne-Clyde Rubber Estates of Ceylon
Limited, an unquoted investment company. He is also an adviser to
ECO Capital, a global clean energy fund and is a member of the
Audit Committee Institute.
Julian Moore (aged 35), Interim Finance Director
Mr Moore qualified as a Chartered Accountant with KPMG in
Dublin. He has over twelve years experience in the finance industry
in the UK, Ireland and South Africa and has been a director of the
Company since 30 June 2008.
Mr Moore worked as the Chief Financial Officer of Bluewater Bio
International, a global specialist in the treatment of waste water
from November 2008 to March 2010, prior to which he ran his own
consultancy business advising a diverse range of public and private
companies, and was a manager with Strand Partners Limited, a
specialised corporate finance advisory and investment firm.
Mr Moore will be the finance director of the Company on an
interim basis pending the Board appointing
a chief financial officer in the short to medium term.
James Greenstreet (aged 45), Non-executive Director
Mr. Greenstreet has over 15 years experience in corporate
finance, asset management and mergers and acquisitions. Over the
course of his career, Mr. Greenstreet has held senior positions at
British Aerospace, IBM and XL Capital. In 2001, Mr. Greenstreet
founded Orbis Capital and has been instrumental in sourcing,
structuring, packaging and managing transactions for a number of
high profile clients across a wide range of sectors.
In addition to the Board, the Directors and Proposed Directors
consider that the following persons will be key employees of the
Enlarged Group:
Mark Johnston (aged 52), Director of Finance
Mr Johnston trained and qualified as a Chartered Accountant in
the London office of KPMG. He has spent 25 years in various finance
functions in industry both in the UK and Europe and in both PLC and
private companies. He was finance director of Kingfield Heath
Limited from 2005 to 2010. Previously he spent three years as
finance director of the James Hull Group Limited and was finance
director of Simon Carves Limited, part of the publicly quoted Simon
Group from 1997 to 2005. Mr Johnston has extensive experience in
managing growth situations and negotiating and managing
transactions.
Thomas C. McMahon (aged 57), Senior Vice President
Thomas C. McMahon co-founded PowerHouse with Mr. Moard. Mr.
McMahon possesses extensive design, construction and permitting
experience of on-site energy systems and innovative building
material/structures. As a principal and director for B3 Architects
and an associate of Barry Berkus/Berkus Design Studios since 1979,
Mr. McMahon has served as project director for many innovative
prototype structures and homes - all of which incorporate new
technologies, energy systems and advanced building materials. From
1985 to 1990, Mr. McMahon managed the design and production of NEST
(New Expanding Shelter Technology) homes as demonstration modules
for the National Association of Home Builders, sponsored by 35
material manufacturers. Mr. McMahon's expertise in building and
alternative energy systems has included the production of modular
housing, mobile emergency shelters, and demonstration facilities
for passive and active energy systems. He has also served as an
architectural consultant for residential and commercial fuel cell
system integration. Mr. McMahon is a member of the American
Institute of Architects and the National Council of Architectural
Registration Boards (NCARB).
Kevin Butler (aged 50), Vice President of Renewable Technology
Development
Prior to joining PowerHouse, Mr. Butler was the Co-Founder and
President of GAGE, a renewable energy company specialising in
thermal conversion of solid carbonaceous feedstock material to
syngas and technology development of downstream processes from
syngas to liquid fuels and synthetic natural gas. Mr. Butler has
experience in various settings in the renewable energy arena,
material handling, technology assessment, overseeing testing
programs, fuel development programs.
Jerry Dorn (aged 69), Director of Construction & OEM
Services
Mr. Dorn has over 40 years experience in the on-site energy and
mechanical systems industry. Mr. Dorn will direct all OEM,
manufacturing, construction and installation activities for
PowerHouse's renewable energy and waste to energy
systems/projects.
C.E. "Chuck" Burgeson (aged 69), Director of Engineering
Mr Burgeson is a specialist in the design, engineering and
construction of heating, ventilating and air conditioning,
renewable and cogeneration systems. Mr Burgeson has over 50 years
experience in the design, engineering, management, implementation,
construction and operation of commercial, industrial, institutional
and Governmental projects across the United States. Mr Burgeson has
been a senior consultant to Government agencies, GSA, the US Navy,
US Air Force, US Marines, UC Educational System and a number of
co-generation OEM/packagers and developers. He has also worked with
Lennox Industries, Carrier Corporation, The Trane Company,
Honeywell, Bell and Gossett, RSES and Cention in product
development.
Lock-in and orderly market arrangements
Under the terms of the lock-in agreements each of the New Board
and Credit First Holdings Limited, Credit First Asset Management
Limited and Thomas McMahon have undertaken to the Company and
Merchant Securities that he or she will not (and will procure that
any person with whom he or she is connected will not) sell or
otherwise dispose of any interest in New Ordinary Shares
beneficially owned or otherwise held or controlled by him or her
for a period of 12 months following Admission without the consent
of Merchant Securities, save in limited circumstances such as,
inter alia, a takeover becoming or being declared unconditional;
the giving of an irrevocable undertaking to accept an offer; or a
disposal pursuant to a court order, or required by law or any
competent authority.
The same covenantors have also undertaken that for a further
period of 12 months after the first anniversary of the date of
Admission, he or she will not (and will use all reasonable
endeavours to procure that no person connected with him or her
shall) dispose of any New Ordinary Shares, save in certain limited
circumstances, without the consent of Merchant Securities, such
consent not to be unreasonably withheld or delayed.
ERL has undertaken to the Company and Merchant Securities that
for a period of 12 months after Admission, it will not dispose of
any New Ordinary Shares, save in certain limited circumstances,
without the consent of Merchant Securities, such consent not to be
unreasonably withheld or delayed.
Linc Energy has undertaken to PowerHouse that for a period of
six months after Admission it will not dispose of any of its New
Ordinary Shares, except in limited circumstances, and that for six
months thereafter it will only dispose of New Ordinary Shares
through the Company's broker.
Linc Energy has undertaken to PowerHouse that for a period of
six months after Admission it will not dispose of any of its New
Ordinary Shares, except in limited circumstances, and that for six
months thereafter it will only dispose of New Ordinary Shares
through the Company's broker provided that the commission payable
is equivalent to commissions payable on institutional
execution-only broking.
Current trading and prospects of the Enlarged Group
PowerHouse has secured four sales contracts and it is focusing
on executing these near term system sales in order to generate its
first revenues from its new waste to energy business. A key focus
will be the sale of units to Linc Energy and PowerHouse Energy
Australia Pty Ltd as these initial sales have the potential to
unlock more business in this attractive market. In addition, the
Enlarged Group will continue to focus on securing new sales
contracts to build its growing sales pipeline.
PowerHouse is also working closely with Pyromex to complete the
commissioning of Pyromex's first commercial system in Munich,
Germany. This is a 25 tpd system using refuse derived fuel as a
feedstock and is based on a waste station close to Munich airport
and is due to commence operation following testing in Q2 of 2011.
The successful launch of this unit is expected to unlock additional
sales as it will be the first commercial operation of the
technology. PowerHouse has generated negligible revenues in the six
months to 31 December 2010.
Warrants and replacement options
The Board has resolved to issue, conditional upon the passing of
Resolutions 3, 6 and 7 at the General Meeting and Admission, a
warrant to subscribe for 9,737,353 New Ordinary Shares in aggregate
to Shareholders as at 31 March 2011 on the basis of one Warrant per
New Ordinary Share held. The Warrant will be exercisable on or
before the second anniversary of Admission at a price of 20 pence
per share. The Warrant will be transferable but will not be
admitted to trading on AIM.
The rationale behind the issue of the Warrants is to provide the
Company with a source of additional capital over the two years
following Admission and to provide potential additional benefit for
Shareholders.
Pursuant to a subscription option agreement, the Company has
granted Linc Energy, conditional uponv Admission, an option to
acquire New Ordinary Shares up to a value of up to US$1,000,000
exercisable at a price of US$0.30 per New Ordinary Share at any
time in the 12 month period following Admission and US$6,000,000,
exercisable at any time in the 30 month period following Admission
at a price equal to a 20 per cent. discount to the previous 60 day
volume weighted price of a New Ordinary Share. Further details of
the subscription option agreement are set out in paragraph 11.1.2
of Part VI of the Admission Document.
Pursuant to the Acquisition Agreement, the Company will also
grant Hill Grove Investments Pty Ltd an option to acquire New
Ordinary Shares up to a value of US$3,000,000 on the same terms as
Linc Energy above.
In addition, at Admission, there will be in existence further
options over 5,833,332 New Ordinary Shares as follows:
Number of options Exercise Exercise Period
over New Ordinary Price
Shares
------------------- --------- ----------------------------
2,499,999 US$0.30 Any time up to 10 June
2013
3,333,333 US$0.30 Any time in 30 month period
following Admission
Dividend Policy
The New Board's objective is to grow the Enlarged Group's
business. Future income generated by the Enlarged Group is likely
to be re-invested to implement its growth strategy. In view of
this, it is unlikely that the New Board will recommend a dividend
in the early years following Admission.
However, the New Board intends that the Company will recommend
or declare dividends at some future date once they consider it
commercially prudent for the Company to do so, bearing in mind the
financial position and resources required for its development.
The City Code
The issue of the Consideration Shares to the Principal Concert
Party gives rise to certain considerations under the Code. Brief
details of the Panel, the Code and the protections they afford to
Shareholders are described below.
The Code is issued and administered by the Panel. Bidtimes is a
company to which the Code applies and its shareholders are entitled
to the protection afforded by the Code.
Under Rule 9 of the Code ("Rule 9"), when: (i) a person acquires
an 'interest' (as defined in the Code) in shares which (taken
together with shares in which he is already interested and in which
persons 'acting in concert' with him are interested (as defined in
the Code)) carry 30 per cent. or more of the voting rights of a
company that is subject to the Code; or (ii) any person who,
together with persons acting in concert with him is interested in
shares which in aggregate carry not less than 30 per cent. of the
voting rights of a company, but does not hold shares carrying more
than 50 per cent. of the voting rights of the company subject to
the Code, and such person, or any persons acting in concert with
him, acquires an interest in any other shares which increases the
percentage of the shares carrying voting rights in which he is
interested, then in either case, that person together with the
persons acting in concert with him, is normally required to make a
general offer in cash, at the highest price paid by him, or any
persons acting in concert with him, for any interest in shares in
the Company during the 12 months prior to the announcement of the
Offer, for all the remaining equity share capital of the
Company.
Under the Code, a concert party arises where persons acting
together pursuant to an agreement or understanding (whether formal
or informal) co-operate to obtain or consolidate control of that
company or to frustrate the successful outcome of an offer for a
company. Control means an interest or interests in shares carrying
an aggregate of 30 per cent. or more of the voting rights of the
company, irrespective of whether the holding or holdings give de
facto control.
The members of the Principal Concert Party are deemed to be
acting in concert for the purposes of the Code. On Admission, the
Principal Concert Party will be interested in 225,672,048 New
Ordinary Shares, representing 79.55 per cent. of the Enlarged
Issued Share Capital. A table showing the interests in New Ordinary
Shares of the members of the Principal Concert Party on Admission,
subject to passing of the Resolutions, is as set out below:
Holdings at Admission
Number of Percentage of
New Ordinary Enlarged Issued
Shares Share Capital
---------------- -------------- -----------------
ERL 141,300,043 49.81
David Moard 58,031,989 20.46
Thomas McMahon 26,340,017 9.29
---------------- -------------- -----------------
225,672,048 79.55
---------------- -------------- -----------------
It is intended that immediately following Admission ERL will
distribute its entire holding in Bidtimes to its shareholders. The
Panel has determined that at that time certain shareholders of ERL
will be deemed to be in concert with David Moard and Thomas McMahon
("the Executive Concert Party"). On the basis that the entire
holding in Bidtimes is distributed to its shareholders by ERL and
that the shareholdings in ERL are as they are at the date of the
Admission Document, the shareholdings of the members of the
Executive Concert Party will be as follows:
Number of Percentage of
New Ordinary Enlarged Issued
Shares Share Capital
------------------------- -------------- -----------------
David Moard 58,031,989 20.46
Thomas McMahon 26,340,017 9.29
Credit First Holdings
Limited 18,061,099 6.37
Credal Trust Management
Limited 15,643,901 5.51
Credit First Asset
Management Limited 9,681,529 3.41
Matthew Lyndon-James 171,611 0.06
Cameron Lyndon-James 152,000 0.05
------------------------- -------------- -----------------
128,082,145 45.15
------------------------- -------------- -----------------
The Panel has agreed however, subject to Resolution 2 being
passed on a poll by the Independent Shareholders at the General
Meeting, to waive the obligations on the Principal Concert Party
and the Executive Concert Party under Rule 9 to make a general
offer for the entire issued share capital of the Company which
would otherwise arise as a result of the Proposals. Accordingly,
approval of the Independent Shareholders (on a poll) to the Waiver
is sought in Resolution 2.
Independent Shareholders should note that, if Resolution 2 is
passed, the Principal Concert Party will between them be interested
in New Ordinary Shares carrying more than 50 per cent. of the
voting rights of the Company and, for as long as they continue to
be treated as acting in concert, will be able to acquire further
New Ordinary Shares, without incurring an obligation to make an
offer to shareholders of the Company under Rule 9, although
individual members of the Principal Concert Party will not be able
to increase their percentage interests in shares through 30 per
cent. of the voting rights of the Company without Panel
consent.
Independent Shareholders should also note that, if Resolution 2
is passed, the Executive Concert Party, assuming ERL distributes
its entire shareholding in Bidtimes to its shareholders, would
between them, at that time, be interested in New Ordinary Shares
carrying more than 30 per cent but less than 50 per cent. of the
voting rights of the Company and, for as long as they continue to
be treated as acting in concert, would not be able to acquire any
further New Ordinary Shares, without incurring an obligation to
make an offer to shareholders of the Company under Rule 9 without
Panel consent.
Information on the Principal Concert Party and the Executive
Concert Party
The Principal Concert Party comprises certain of the vendors of
PowerHouse, namely ERL (being a 54 per cent. shareholder of
PowerHouse), David Moard and Thomas McMahon.
ERL is a company formed for the purpose of investing in
PowerHouse, which is registered in Malta owned by approximately 65
shareholders, most of whom are based in Australia, and of which the
largest, Credit First Holding Limited, holds 19.99 per cent of ERL.
The Directors of ERL are Ross Lyndon-James, Denise Pickering and
Brian Harcourt. Credit First Holding Limited is beneficially owned
by Brian Harcourt and Ross Lyndon-James, who is the proposed
executive Chairman. The sole director of Credit First Holding
Limited is Roberto d'Alessandro.
David Moard is a founder of PowerHouse and a Proposed Director.
Further information about Mr Moard is in the section headed "New
Board and Senior Management" above.
Thomas McMahon is a founder of PowerHouse and the Senior Vice
President of PowerHouse. Further information about Mr McMahon ard
is in the section headed "New Board and Senior Management"
above.
The Executive Concert Party comprises Ross Lyndon-James, David
Moard, Thomas McMahon, Credit First Holding Limited, Credal Trust
Management Ltd, Cameron Lyndon-James and Matthew Lyndon-James.
Further details on the shareholders of ERL is set out in
paragraph 7.6.3 of Part VI of the Admission Document.
Management arrangements
Delta Capital Pty Ltd, a company of which Anthony Brennan is a
director and controlling shareholder, acts as corporate adviser to
ERL, one of the vendors of PowerHouse, and will receive a success
fee of GBP125,000 from ERL conditional upon the approval of the
waiver of the obligations on the Principal Concert Party and the
Executive Concert Party under Rule 9 to make a general offer for
the entire issued share capital of the Company which would
otherwise arise as a result of the Proposals. Under Rule 16.2 of
the City Code, the arrangements with Delta Capital Pty Ltd require
the approval of independent shareholders. Accordingly, an ordinary
resolution will be proposed at the General Meeting and voting on
this resolution will be taken on a poll, on which Anthony Brennan
will not be entitled to vote.
For the purposes of Rule 16.2 of the City Code, Merchant
Securities considers the terms of the fee payable by ERL to Delta
Capital Pty Ltd to be fair and reasonable in so far as the Bidtimes
Shareholders as a whole are concerned.
CREST
The New Ordinary Shares are eligible for CREST settlement.
Accordingly, following Admission, settlement of transactions in the
New Ordinary Shares may take place within the CREST system if the
relevant shareholder so wishes. CREST is a voluntary system and
shareholders who wish to receive and retain share certificates will
be able to do so.
General Meeting
A General Meeting has been convened for 10.00 a.m. on 26 April
2011 at the offices of Merchant Securities, 51-55 Gresham Street,
London EC2V 7HQ for the purpose of considering and, if thought fit,
passing the Resolutions.
Admission and dealings
Application will be made to the London Stock Exchange for the
Enlarged Issued Share Capital to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Enlarged Issued Share Capital will commence on 28 April
2011.
Availability of Admission document
The Admission Document is available for download from the
Company's website www.bidtimes.com.
Expected timetable of principal events
Despatch and date of the 31 March 2011
Admission Document
Record date for the Warrants 31 March 2011
Latest time and date for 10.00 a.m. on 20 April
receipt of the completed 2011
Forms of Proxy to be valid
at the General Meeting
General Meeting 10.00 a.m. on 26 April
2011
Capital Reorganisation Record 6.00 p.m. on 27 April
Date 2011 (or such later time
as the Board (or duly
authorised committee
of the Board) may determine)
Completion of the Acquisition, 28 April 2011
Capital Reorganisation becomes
effective, Admission and
commencement of dealings
on AIM in the Enlarged Issued
Share Capital
CREST accounts credited 28 April 2011
with New Ordinary Shares
and the Consideration Shares
in uncertificated form
Despatch of definitive share by 10 May 2011
certificates for the New
Ordinary Shares and the
Consideration Shares
ISIN on Admission GB00B4WQVY43
EPIC PHE
Definitions
"Act" the UK Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by the
Company of the entire issued share
capital of PowerHouse pursuant
to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated
31 March 2011 between (1) the Company
and (2) the Vendors
"Admission" admission of the Enlarged Issued
Share Capital to trading on AIM
and such admission becoming effective
in accordance with Rule 6 of the
AIM Rules
"Admission Document" the admission document published
in connection with the Proposals
dated 31 March 2011
"AIM" AIM, the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange
"Australia" the commonwealth of Australia,
its possessions and territories
and all areas subject to its jurisdiction
or any political subdivision thereof
"Bidtimes Shareholders" the holders of Existing Ordinary
Shares
"Board" or "Directors" the existing directors of the Company,
being Tony Brennan, Julian Moore
and Brent Fitzpatrick
"Capital Reorganisation" the proposed consolidation, sub-division
and redesignation of every 10 Existing
Ordinary Shares into one New Ordinary
Share and one New Deferred Share
"Capital Reorganisation 6.00 p.m. on 27 April 2011 (or
Record Date" such later time and date as the
Board (or duly authorised committee
of the Board) may determine)
"certificated" in relation to a share or other
or "certificated security, a share or other security,
form" a share or other security title
which is recorded in the relevant
register of the share or other
security as being held in certificated
form (that is, not in CREST)
"City Code" or the City Code on Takeovers and
"Code" Mergers
"Company"or "Bidtimes" Bidtimes plc, a public limited
company registered in England and
Wales under registered number 3934451
"Consideration the 273,766,453 New Ordinary Shares
Shares" to be issued to the Vendors as
consideration for the Acquisition
pursuant to the Acquisition Agreement
"CREST" the computer-based system established
under the CREST Regulations which
enables title to units of relevant
securities (as defined in the CREST
Regulations) to be evidenced and
transferred without a written instrument
and in respect of which Euroclear
UK & Ireland Limited is the operator
(as defined in the CREST Regulations)
"Enlarged Group" the Company as enlarged by the
Acquisition, to include PowerHouse
and its subsidiaries
"Enlarged Issued the issued share capital of the
Share Capital" Company o Admission, being 283,670,473
New Ordinary Shares made up of
the Existing Ordinary Shares after
the Capital Reorganisation, the
Consideration Shares and the Fee
Shares
"ERL" EnviroEnergy Resources Limited,
a company registered in Malta with
number C44376
"Executive Concert Credit First Holding Limited, Credit
Party" First Asset Management Limited,
Matthew Lyndon-James, Cameron Lyndon-James,
David Moard, Thomas McMahon and
Credal Trust Management Ltd
"Existing Deferred the existing deferred shares of
Shares" 4.5p each in the capital of the
Company
"Existing Ordinary the 97,373,523 Ordinary Shares
Shares" of 0.5p each in the capital of
the Company in issue at the date
of the Admission Document
"Fee Shares" the 166,667 New Ordinary Shares
to be issued at Admission in satisfaction
of certain fees due to Merchant
Securities in connection with the
Proposals
"Form of Proxy" the form of proxy sent to holders
of Existing Ordinary Shares enclosed
with the Admission Document for
use by Shareholders in connection
with the General Meeting
"GCC" The Gulf Co-operation Council comprising
Kuwait, Bahrain, Saudi Arabia,
Qatar, United Arab Emirates and
Oman
"General Meeting" the general meeting of the Company,
to be held at the offices of Merchant
Securities, 51-55 Gresham Street,
London EC2V 7HQ on 26 April 2011
at 10.00 a.m. and any adjournment
thereof to be held for the purpose
of considering and, if thought
fit, passing the Resolutions
"Independent Shareholders" the Shareholders other than Wall
Street Nominees Pty Limited
"Introduction the agreement dated 31 March 2011
Agreement" and made between the Company, the
Directors, the Proposed Directors,
Merchant Securities and ERL
"Joint Venture a joint venture company in which
Company" PowerHouse has an equity interest,
formed to operate a Build-Own-Operate
waste to energy system
"Joint Venture a partner in a Joint Venture Company
Partner"
"Linc Energy" Linc Energy Ltd, a company quoted
on the Australian Stock Exchange
"London Stock London Stock Exchange plc
Exchange"
"MENA" an acronym which generally covers
an extensive region, extending
from Morocco in north west Africa
to Iran in south west Asia, including
all the Arab Middle East and North
Africa countries
"Merchant Securities" Merchant Securities Limited, the
Company's nominated adviser and
broker
"Neville Registrars" a trading name of Neville Registrars
Limited
"New Articles" the new articles of association
of the Company, a summary of which
is set out in paragraph 5 of Part
VI of the Admission Document, which
it is proposed be adopted at the
General Meeting
"New Deferred the new deferred shares of 4p each
Shares" in the capital of the Company arising
from the Capital Reorganisation
"New Ordinary the new ordinary shares of 1p each
Shares" in the capital of the Company arising
from the Capital Reorganisation
"Notice" the notice convening the General
Meeting, which is set out at the
end of the Admission Document
"OEM" original equipment manufacture
"Options" or "Share options to subscribe for New Ordinary
Options" Shares under the Share Option Scheme
"Ordinary Shares" Existing Ordinary Shares or New
Ordinary Shares as the case may
be
"PowerHouse" PowerHouse Energy, Inc., a corporation
registered in California, USA under
number C3190913
"Panel" the Panel on Takeovers and Mergers
"Principal Concert David Moard, Thomas McMahon and
Party" ERL
"Proposals" means the proposals set out in
the Admission Document including
(a) the Capital Reorganisation;
(b) the Acquisition; (c) the Waiver;
(d) the change of name; and (e)
Admission
"Proposed Directors" the proposed directors of the Company
whose names being Ross Lyndon-James,
David Moard and James Greenstreet
and whose appointments will become
effective on Admission
"Pyromex" Pyromex Holding AG, a company registered
in Switzerland with number CH-170.3.025.127-2
"Pyromex Licence" the licence agreement dated 15
March 2009, as subsequently amended
and varied, and made between Pyromex
and PowerHouse
"Resolutions" the resolutions set out in the
Notice
"Share Option the share option scheme which will
Scheme" be operated by the Company
"Shareholders" holder(s) of Ordinary Shares
"Surrounding Islands" the islands surrounding within
500 nautical miles of North America
and Central America, including
the Caribbean islands
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland
"uncertificated" an Ordinary Share recorded on the
or "in uncertificated Company's register as being held
form" in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"Vendors" ERL, David Moard and Thomas McMahon,
Linc Energy and all other shareholders
of PowerHouse
"Waiver" the waiver by the Panel of obligations
under Rule 9 of the City Code as
described in Part I of the Admission
Document
"Warrants" the warrants to subscribe for up
to 9,737,353 New Ordinary Shares
at an issue price of 20p per share,
created pursuant to an instrument
dated 31 March 2011 and to be issued
to the holders of Existing Ordinary
Shares on the register of members
on 31 March 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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