AIM Schedule 1 - KleenAir Systems International Plc (6995I)

TIDMKSI
RNS Number : 6995I
AIM
05 July 2013
 
            ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
             IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                        RULES") 
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 COMPANY NAME: 
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   KleenAir Systems International plc (to be renamed Inspirit 
   Energy Holdings plc on admission) 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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   Registered office and trading address of the Company: 
   2nd Floor, Number 2 
   London Wall Buildings 
   London EC2M 5PP 
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 COUNTRY OF INCORPORATION: 
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   England 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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   Prior to admission: www.kleenair-systems.com 
 
   Post admission: www.inspirit-energy.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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   Admission is being sought as a result of the acquisition of 
   Inspirit Energy Limited ("Inspirit"), a transaction which constitutes 
   a reverse takeover under Rule 14 of the AIM Rules for Companies. 
   Inspirit is developing a micro combined heat and power ("mCHP") 
   boiler appliance (the "Appliance") for the commercial and residential 
   market, based on the mCHP technology originally being developed 
   by Disenco Limited, the rights to which were acquired from 
   Disenco by a subsidiary of Inspirit. The Appliance will be 
   fired by gas and is being designed to drive a generator that 
   produces up to 3kW of mains voltage electricity (with the capability 
   to be exported to the utility grid) whilst at the same time 
   generating up to 15kW of thermal output for local use. 
 
   Prior to entering administration, Disenco carried out initial 
   tests on its prototype of the Appliance sponsored by the Carbon 
   Trust to prove the underlying technology. The Carbon Trust 
   published its findings in 2011 and the full report can be found 
   at www.carbontrust.com/resources/reports/technology/micro-chp-accelerator. 
   The report found that by producing both heat and electricity 
   locally, combined heat and power systems can potentially achieve 
   lower overall carbon emissions than conventional heating systems 
   and grid electricity. Inspirit has continued to develop the 
   Appliance to address certain issues raised through the Carbon 
   Trust trials and generally to improve the performance and reliability 
   of the Appliance. 
 
   The electricity generation process in the Appliance uses a 
   Stirling engine, which was invented by Robert Stirling in 1816 
   as an industrial engine and an alternative to the steam engine. 
   The Stirling engine technology constitutes a heat engine operating 
   by cyclic compression and expansion of a gas, the working fluid, 
   at different temperature levels such that there is a net conversion 
   of heat energy into mechanical work. Inspirit currently uses 
   Helium as the working fluid in its Appliance. Helium is contained 
   within the system and uses an internal heat exchanger and thermal 
   store, known as the regenerator. The Directors believe its 
   efficiency and noise levels make it particularly suitable for 
   use in mCHP appliances. 
 
   Inspirit has held discussions with several parties interested 
   in partnering, licensing or purchasing the Appliance as well 
   as with a number of the major boiler manufacturers. 
 
   Inspirit is currently focusing its development of the Appliance 
   with a view to supplying the commercial (rather than residential) 
   market as it believes that (i) commercial users (e.g. fast 
   food restaurants, nursing homes, gyms and swimming pools, etc.) 
   of boilers have higher thermal consumption than domestic customers 
   thus shortening the payback of an investment in the appliance; 
   (ii) many commercial user premises have multiple boiler installations, 
   the Directors believe that this will make the decision to replace 
   one of the boilers with an Appliance less risky and hence more 
   likely to be implemented by early adopters; (iii) noise emissions 
   are usually less of a consideration in a commercial installation 
   environment where the appliances are often installed in a separate 
   boiler room; and (iv) whilst the Appliance is approximately 
   the size of a large washing machine, size and weight considerations 
   are less of an issue in a commercial application environment 
   compared to the domestic market which is dominated by wall 
   mounted boilers. 
 
   The Directors believe there may be potential to produce a smaller 
   version of the appliance (producing up to approximately 1kW 
   of electrical output) to appeal to the larger domestic boiler 
   market. Similarly, it may be possible to increase the electrical 
   output of the Appliance to 5-6kW to make it suitable for larger 
   commercial premises. 
 
   Inspirit's main country of operation is the UK. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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   477,860,705 Ordinary Shares of 0.1 pence each. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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   The Company is seeking to raise GBP410,000 on Admission 
   The Company's anticipated market capitalisation is GBP4.8m 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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   79.8% immediately following admission. 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
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   N/A 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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   Upon Admission the Board will comprise the Directors set out 
   below: 
 
   John William Gunn (Executive Chairman) 
   Nilesh Jagatia (Finance Director) 
   Jubeenh Nazhat (Executive Director) 
   Neil George Luke (Non-Executive Director) 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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                                    Existing                 Following Admission 
 
                                             Percentage                     Percentage 
                                Number        of Issued     Number of        of Issued 
   Name                      of Shares    Share Capital        Shares    Share Capital 
   Lynchwood Nominees 
    Limited                 14,307,045            19.6%    14,307,045             3.0% 
   John Gunn                 9,240,160            12.6%   295,909,907            61.9% 
   Rothschild Nominees       8,328,125            11.4%    29,950,817             6.3% 
   Challis International 
    Ltd                      6,250,000             8.6%     6,250,000             1.3% 
   Entavo Trading AG 
    Ltd                      5,750,000             7.9%    10,750,000             2.2% 
   Peel Hunt Holdings 
    Ltd                      4,622,124             6.3%    14,622,124             3.1% 
   Anthony Miller            4,250,000             5.8%     8,351,583             1.7% 
   Argus Group LLC           3,500,000             4.8%     3,500,000             0.7% 
   Otilla Investments        3,437,500             4.7%     3,437,500             0.7% 
   Hebolux S.A.                      -                -    23,852,243             5.0% 
   Rod McClancy                      -                -    16,622,692             3.5% 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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   N/A 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
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                    (i) 30 June 
 
                    (ii) Audited financial information for KleenAir for the three 
                    years to 30 June 2012 and interim unaudited results for the 
                    six months ended 31 December 2012 incorporated by reference. 
                    Historic audited financial information on Inspirit Energy Limited 
                    for the three years ended 30 June 2012. 
                    Unaudited interim financial information on Inspirit Energy 
                    Limited for the six months ended 31 December 2012. 
 
                    (iii) Next three results to be published: 
                    a) Annual results for the 12 months to 30 June 2013 by 31 December 
                    2013 
                    b) Interim results for the 6 months to 31 December 2013 by 
                    30 March 2014 
                    c) Annual results for the 12 months to 30 June 2014 by 31 December 
                    2014 
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 EXPECTED ADMISSION DATE: 
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   24 July 2013 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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   Westhouse Securities Limited 
   Heron Tower 
   110 Bishopsgate 
   London 
   EC2N 4AY 
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 NAME AND ADDRESS OF BROKER: 
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   Westhouse Securities Limited 
   Heron Tower 
   110 Bishopsgate 
   London 
   EC2N 4AY 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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   A copy of the admission document containing full details of 
   the applicant and the admission of its securities is currently 
   available on the Company's website, www.kleenair-systems.com 
   and will be made available at the following address post admission, 
   www.inspirit-energy.com 
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 DATE OF NOTIFICATION: 
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   5 July 2013 
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 NEW/ UPDATE: 
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   New 
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This information is provided by RNS
The company news service from the London Stock Exchange
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