Cleantech Building Materials plc Proposed Acquisition of Diamond Wood China Limited (8558O)

TIDMCBM

RNS Number : 8558O

Cleantech Building Materials plc

02 June 2015

2 June 2015

Cleantech Building Materials plc

("CBM" or the "Company")

Proposed acquisition of Diamond Wood China Limited

CBM announces that it has today made a conditional offer to acquire all of the issued share capital of Diamond Wood China Limited ("Diamond Wood") (the "Offer"), a Hong Kong-based supplier of sustainable construction materials, in accordance with the strategy stated at the time of the Company's admission to trading on the Standard List of the London Stock Exchange in February 2015.

Under the Offer Diamond Wood shareholders would receive 6 newly issued shares of CBM in exchange for every 25 shares they hold in Diamond Wood. The Offer is conditional inter alia upon CBM receiving valid acceptances in respect of over 75 per cent. of the issued share capital of Diamond Wood and the final approval of the Directors of CBM.

The Offer will remain open for acceptance by Diamond Wood shareholders until 15 June 2015 (which may be extended at CBM's election). Once shareholders holding shares representing more than 75 per cent. of the issued share capital of DW have accepted the Offer the Company intends to invoke the drag-along provisions contained in Diamond Wood's articles of association to acquire compulsorily the remaining shares which are the subject of the Offer.

The Company intends to delist from the Standard List of the London Stock Exchange and to seek admission to trading on the AIM Market of the London Stock Exchange ("AIM"), which would be the final condition to the completion of the acquisition contemplated by the Offer. The Company will therefore be submitting a request to delist from the Standard List, which request would be rescinded if it appears to the CBM directors that the acquisition is unlikely to complete successfully.

Diamond Wood holds the exclusive licence to manufacture and sell Accoya(R) wood in the Peoples Republic of China ("PRC") and member countries of the Association of South East Asian Nations ("ASEAN"). Accoya(R) wood is a modified softwood with performance characteristics that equal or exceed those of many tropical hardwood species. Accoya(R) wood is non-toxic and is produced using a patented green process technology in which a sustainable species of softwood is impregnated with Acetic Anhydride. This process reduces the moisture content of the wood and makes it less attractive to organisms such as insects and moulds. The treated wood has enhanced performance characteristics in respect of durability, dimensional stability, hardness, and a number of other key performance factors.

Volume demand for target applications of Accoya(R) wood in the PRC and ASEAN markets is estimated by the Diamond Wood directors to be of the order of 14 million m3 per annum. Diamond Wood has been selling to these markets for a number of years and has established a network of distributors and well known reference customers.

Following admission to AIM, the Company proposes to seek the equity and debt funding required to construct its own manufacturing facility in Asia and to provide further working capital for the enlarged trading operation.

Further announcements regarding progress of the Offer will be made in due course.

Enquiries

   Richard Blakesley                               Director, CBM                         07792 537959 
   Tim Cofman                                         ZAI Corporate Finance            020 7060 2220

Elliot Hance Beaufort Securities 020 7382 8300

   Tim Metcalfe / Heather Armstrong    IFC Advisory                            020 3053 8671

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer documentation, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer documentation. DW shareholders are advised to read the formal documentation in relation to the Offer carefully.

This information is provided by RNS

The company news service from the London Stock Exchange

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