TIDMKSI
RNS Number : 1925I
Kleenair Systems International PLC
28 June 2013
KLEENAIR SYSTEMS INTERNATIONAL PLC
(AIM: KSI)
Proposed acquisition of Inspirit Energy Limited
Proposed change of name to Inspirit Energy Holdings plc
Subscription for 41,000,000 Ordinary Shares at 1p per share
Approval of waiver of Rule 9 of the City Code
Admission of Enlarged Share Capital to trading on AIM
and
Notice of General Meeting
Summary of the proposed Acquisition and Subscription
-- KleenAir Systems International plc ("KleenAir" or the
"Company") is pleased to announce that it has today conditionally
agreed to acquire the entire issued share capital of Inspirit
Energy Limited ("Inspirit") not already owned by it, for an
aggregate deemed consideration of GBP3.5 million, to be satisfied
by the issue of 350,000,000 new Ordinary Shares in the Company.
-- The Company also announces that it has conditionally raised
GBP410,000 (gross) by way of a subscription for 41.0 million new
Ordinary Shares at a price of 1 pence per ordinary share. The
proceeds from the Subscription will be used for general working
capital purposes, including the further development of the
Appliance.
-- The Acquisition constitutes a reverse takeover under the AIM
Rules and as such requires the approval of Shareholders which will
be sought at a General Meeting of the Company, to be held at the
registered offices of KleenAir at 2 London Wall Buildings, London,
EC2M 5PP at 11.00 a.m. on 23 July 2013. A shareholder circular,
constituting an admission document (the "Admission Document") and
notice of general meeting, is expected to be published and sent to
Shareholders by 1 July 2013.
-- In addition, certain shareholders of Inspirit are deemed by
the Panel on Takeovers and Mergers to be acting in concert. As
such, the issue of the Consideration Shares to such shareholders
would result in the obligation by the Concert Party to make a
general offer for the Company under Rule 9 of the City Code unless
there is an independent vote at a general meeting to waive this
requirement (the "Waiver"). Accordingly a resolution will be
proposed at the Company's general meeting to approve the
Waiver.
-- The Acquisition involves the Company entering into the
Acquisition Agreement with, among others, the Executive Chairman,
John Gunn. At the same time, the Company intends to enter into a
number of other agreements with related parties, further details of
which, including the recommendations by Directors in relation to
the Resolutions, are set out below and in full in the Admission
Document.
-- A copy of the Admission Document will shortly be available from the Company's website: www.kleenair-systems.com
-- Following publication of the Admission Document, it is
expected that restoration of trading in the Company's Ordinary
Shares will occur from 7.30 a.m. on Monday 1 July 2013.
Contacts:
Kleenair Systems International www.kleenair-systems.co.uk
plc
Jubeenh Nazhat, Director/Company
Secretary +44 (0) 207 048 9405
John Gunn, Director +44 (0) 207 048 9400
Westhouse Securities Limited
Antonio Bossi / Jonathan Haines +44 (0) 20 7601 6100
Proposed acquisition of Inspirit Energy Limited
Proposed change of name to Inspirit Energy Holdings plc
Subscription for 41,000,000 Ordinary Shares at 1p per share
Approval of waiver of Rule 9 of the City Code
Admission of Enlarged Share Capital to trading on AIM
and
Notice of General Meeting
1. Introduction
The Company is pleased to announce that it has today
conditionally agreed to acquire the entire issued share capital of
Inspirit not already owned by it, for an aggregate deemed
consideration of GBP3.5 million, to be satisfied by the issue of
the Consideration Shares.
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, the rights to which were acquired from
Disenco by Somemore, 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.
The electricity generation process in the Appliance uses a
Stirling engine, which was invented by Robert Stirling in 1816.
Further details on Inspirit and its business are set out in the
Admission Document.
KleenAir does not hold any investments other than its 17.05 per
cent. shareholding in Inspirit. Accordingly, the nature of its
business and financial and trading prospects reflect those of
Inspirit, about which further information is set out in the
Admission Document.
On 10 June 2013, following a share price movement, trading in
the Ordinary Shares on AIM was suspended pending the publication of
an admission document by the Company, or an announcement that it
will not proceed with the Acquisition. Following publication of the
Admission Document, it is expected that restoration of trading in
the Ordinary Shares will occur from 7.30 a.m. on 1 July 2013.
On 10 June 2013, being the day that trading in the Ordinary
Shares was suspended, the market capitalisation of KleenAir was c.
GBP1.8 million (including the B Ordinary Shares, which are not
quoted but have been given an assumed value equal to the Ordinary
Shares, but excluding the Deferred Shares) and the Company proposes
to issue Consideration Shares for a deemed consideration in excess
of 100 per cent. of its market capitalisation. Accordingly, the
Acquisition constitutes a reverse takeover under the AIM Rules for
Companies and, as such, is conditional on approval by Existing
Shareholders which will be sought at a general meeting of the
Company to be held on 23 July 2013, notice of which is set out in
the Admission Document.
In addition, certain shareholders of Inspirit are deemed by the
Panel to be acting in concert. As such, the issue of the
Consideration Shares to the Vendors would result in the obligation
by the Concert Party to make a general offer for the Company under
Rule 9 of the City Code unless there is an independent vote at a
general meeting to waive this requirement (the "Waiver").
Accordingly a resolution will be proposed at the Company's general
meeting to approve the Waiver (the "Whitewash Resolution").
Alongside the Acquisition, the Company has also conditionally
raised GBP410,000 (gross) by way of a subscription of 41.0 million
new Ordinary Shares (the "Subscription Shares") at a price of 1
pence per ordinary share (the "Subscription Price") (the
"Subscription"), from 10 new and existing investors, including
Rothschild Nominees Limited, which is a Shareholder in the Company
and a member of the Concert Party. The issue of the Subscription
Shares is conditional on Admission. As part of the Subscription,
the Subscribers will be issued with one warrant for each two
Subscription Shares (the "Warrants"), comprising a total of 20.5
million Warrants. The Warrants are exercisable into Ordinary Shares
in the Company at a price of 1 pence per Ordinary Share at any time
within 12 months from the date of Admission. In the event of an
allotment of shares by way of capitalisation of profits or reserves
to Shareholders, the number of Ordinary Shares under the Warrant
will increase or decrease in due proportion (and exercise price
adjusted accordingly). In the event of an adjustment, the number of
Ordinary Shares under the Warrant will carry not less than the same
proportion of voting rights and entitlement to participate in the
profits and assets of the Company as if there was no adjustment.
Holders of the Warrant are entitled to participate in offers as if
they had rights in the underlying shares. On a liquidation, the
holder of the Warrant is entitled to realise out of the assets
available pari passu with ordinary shareholders such sum as it
could have received had it exercised the warrants in full. No
application will be made for admission of the Warrants to trading
on AIM. The net proceeds of the Subscription receivable by the
Company are expected to be approximately GBP396,000 after the
payment to Ascend Capital plc of GBP14,000 commission.
The Company has in issue 1,221,200 B Ordinary Shares which have
the same economic rights as the Ordinary Shares but do not have any
voting rights. Pursuant to the Company's articles of association,
the B Ordinary Shares may be converted to Ordinary Shares at any
time at the request of the holder of the B Ordinary Shares. The B
Ordinary Shares were created in June 2009 to prevent the original
subscriber, Lionel Simons, from carrying voting rights over 30 per
cent. or more of the Company. In May 2010, Lionel Simons
transferred all his B Ordinary Shares to John Gunn. John Gunn
continues to own 1,221,200 B Ordinary Shares, representing 100 per
cent. of the issued B Ordinary Shares and intends to convert them
into Ordinary Shares on Admission (the "Conversion"). John Gunn is
part of the Concert Party and the Conversion is also conditional on
the passing of the Whitewash Resolution.
At Admission, the whole of the GBP50,000 loan provided by
Hebolux to KleenAir will automatically convert into 10,000,000 new
Ordinary Shares.
2. Background to, and benefits of, the Acquisition
The Company's sole investment is a 17.05 per cent. equity
interest in the share capital of Inspirit.
The Independent Director is of the opinion that the acquisition
of the remaining share capital of Inspirit will streamline the
companies' corporate structures, potentially leading to a reduction
in aggregate corporate overheads and will facilitate funding of the
business plan of Inspirit going forward.
3. Information on the Concert Party
Certain shareholders of Inspirit, excluding the Company, are
deemed to be acting in concert in respect of the Acquisition for
the purposes of the City Code. The Concert Party members are John
Gunn, Rothschild Nominees Limited, Rod MacClancy, Hebolux S.A.,
Sarah Pozner, Ian Sosso and Tita Carmen Byrne.
John Gunn
John Gunn, the Executive Chairman of the Company, is based in
the United Kingdom and France and is the beneficial holder of
9,240,160 Ordinary Shares in KleenAir, representing 12.6 per cent.
of the voting rights in KleenAir at the date of this announcement.
John Gunn holds his interests in Ordinary Shares through the
following entities:
Number of Percentage
Ordinary Shares voting rights
of KleenAir
at the date
of this announcement
Hargreave Hale Nominees Limited 7,290,160 9.97
KAS Nominees Limited, on behalf of
GIS* 1,500,000 2.05
Pinnacle Investment Management Limited* 400,000 0.55
GIS* 50,000 0.07
*John Gunn owns approximately 88 per cent. of GIS and 100 per
cent. of Pinnacle Investment Management Limited.
In addition, John Gunn owns 1,221,200 B Ordinary Shares which
have the same economic rights as the Ordinary Shares but no voting
rights and are convertible into Ordinary Shares on a one-for-one
basis at the option of the holder. John Gunn intends to convert all
of the B Ordinary Share into Ordinary Shares with effect from
Admission.
Between July 2009 and June 2010, KleenAir entered into three
convertible loan agreements with GIS for a total aggregate amount
originally of GBP740,000. Subject to Admission, GIS has agreed to
waive its conversion rights in relation to the 2009 Note and 2010
Note and KleenAir and GIS have agreed to extend the term of the
notes to 22 December 2014. The outstanding aggregate amount of the
loans is currently GBP207,111 with accrued aggregate interest of
GBP41,433.18 (as at 30 April 2013) at an annual interest rate of
five per cent. On 28 June 2013, KleenAir entered into a loan
agreement with GIS for GBP350,000 to be drawn-down at KleenAir's
discretion. The loan carried an interest rate of five per cent.
John Gunn holds 10,303,333 ordinary shares in Inspirit
representing 67.7 per cent. of the issued share capital of
Inspirit. Inspirit has entered into a number of loan agreements
directly and indirectly with John Gunn and the aggregate principal
outstanding amount of these loans is currently GBP439,805.73, with
an annual interest rate of 7 per cent.
The business of Inspirit was originally owned by Disenco
Limited, a wholly owned subsidiary of Disenco Energy PLC (a company
previously listed on the TSX Venture Exchange (TSX-V) in Canada)
("Disenco"). The business and certain assets were acquired out of
administration by Somemore Limited, funded through a finance
agreement with John Gunn. In settlement of the finance provided by
John Gunn, Somemore transferred its holdings in Inspirit to John
Gunn on 12 January 2011. Since January 2011, John Gunn has
transferred a number of his shares in Inspirit to certain of the
original shareholders of Disenco and other associates for nil
consideration in recognition of their former investment in Disenco.
John Gunn was a director and shareholder of Disenco when it was
listed on the TSX-V in October 2006 but resigned as a director in
November 2008.
John Gunn began his career in 1987 at Hoare Govett and has since
worked at Carr Sheppards Crosthwaite, Merchant Securities and
Williams de Broe, where he was a senior investment manager until
2002. From 2004, he has worked with renewable energy and cleantech
businesses before becoming involved with Disenco in 2004. John Gunn
is also a director and major shareholder in GIS, a stockbroking
firm based in London.
Rothschild Nominees Limited
Rothschild Nominees Limited holds 11.4 per cent. of the voting
rights in KleenAir and 3.9 per cent. of the voting rights in
Inspirit in trust for Humphrey and Wilbur Hamilton. John Gunn has
known their father, Alexander Hamilton, for 15 years and has had a
number of business dealings with him.
In addition, at Admission, Rothschild Nominees Limited will
subscribe for 5,000,000 new Ordinary Shares and will be granted
2,500,000 Warrants as part of the Subscription.
Rod MacClancy
Mr MacClancy is a lawyer based in the UK and is known in a
professional capacity to John Gunn.
Hebolux S.A.
Hebolux S.A. is registered in the Grand Duchy of Luxembourg and
is beneficially owned by John Jones. John Jones is a property
developer and independent businessman known to John Gunn for 15
years. He is an investor in Kleenair, through the Hebolux Loan.
Sarah Pozner
Sarah Pozner is resident in the United Kingdom. She is a former
director and legal counsel of both KleenAir and Inspirit and
acquired her ordinary shares in Inspirit from John Gunn.
Ian Sosso
Ian Sosso is resident in Monaco and is a small investor in
Inspirit. He has known John Gunn for over 20 years and has
co-invested with him in the past.
Tita Carmen Byrne
Tita Carmen Byrne is resident in the United Kingdom and has been
a family friend of John Gunn's for 15 years.
4. Intentions of the Concert Party
Other than the changes set out in the Admission Document, the
Concert Party has confirmed that the business of the Company would
be continued in substantially the same manner as at present, with
no major changes, no likely redeployment of the Company's fixed
assets and no likely repercussions on employment and the location
of the Company's business. The Concert Party does not intend to
seek any changes to the Board of Directors (other than as set out
in the Admission Document) or to terminate the continued employment
of or change the existing employment rights, including pension
rights, of any of the employees of the Company.
The Concert Party has no intention to cause the Company to cease
to maintain any of the trading facilities in respect of the
Ordinary Shares. The Concert Party has confirmed it has no
intention of disposing of any interests in the Ordinary Shares
outside the Concert Party.
5. Effect of the Acquisition on the Enlarged Group
The Acquisition will not have an immediate effect on the
day-to-day business or the assets of either KleenAir or Inspirit.
The business of KleenAir will continue as a holding company with
Inspirit as its trading company subsidiary. KleenAir intends to
change its name to Inspirit Energy Holdings plc.
The Directors believe the Acquisition will streamline the
corporate structure of the two companies and facilitate
capital-raising by giving the Inspirit business direct access to
the capital markets.
6. Principal terms of the acquisition
Under the terms of the Acquisition Agreement, KleenAir has
conditionally agreed to acquire the entire issued share capital of
Inspirit (not already owned by KleenAir). The consideration will be
satisfied through the issue by KleenAir of the Consideration Shares
(representing 73.2 per cent. of the Enlarged Issued Share Capital
on Admission) to the shareholders of Inspirit (other than
KleenAir). The Acquisition Agreement contains warranties from each
of the Vendors confirming unencumbered title to the Inspirit shares
held by them and also from John Gunn in relation to the business
assets and affairs of Inspirit. The Acquisition is conditional,
inter alia, on:
i. Approval by the Shareholders of the Resolutions;
ii. The monies for the Subscription being received by the Company prior to Admission; and
iii. Admission having occurred no later than 30 September 2013.
Further details of the Acquisition Agreement are set out in the
Admission Document.
7. The market
Legislation, both in the UK and globally, has increased the need
to develop both more efficient and cleaner methods of energy
generation. In 2011, Centrica plc, a major UK utility company,
estimates the microgeneration market to be worth GBP4 billion per
annum by 2020 across a range of technologies including mCHP. The
Directors believe that Inspirit is well placed to take advantage of
these changes and has an opportunity to develop a market for the
Appliance, particularly in the UK, where they believe there are few
competing technologies and where there are regulatory requirements
to cut carbon output and financial incentives are available.
In recent years, the small commercial boiler sector has seen a
move towards the introduction of smaller modular units and has
moved away from large output boilers. The Directors believe that
this should facilitate the acceptance by the market of the
Appliance as a replacement for one of the units in a typical
multi-boiler installation.
Once fully developed and commercialised, the Directors currently
intend to market the Appliance and seek commercial opportunities
within the small commercial sector whose premises require high heat
and power (such as restaurants and nursing homes), as well as the
larger residential market.
8. Directors, senior management and employees
Immediately following Admission, the Board will be comprised of
three executive and one non-executive directors, brief biographical
details of which are set out below.
Board of the Company on Admission
John Gunn, Executive Chairman, Aged 43
Mr Gunn has been associated with the Company since 2010 and
became a director in November 2011. He is also the majority
shareholder of Inspirit. Mr Gunn is the Chief Executive Officer and
majority shareholder of GIS. A brief summary of his resumé is set
out in the Admission Document.
Neil Luke, Proposed Non-Executive Director, Aged 59
Mr Luke is experienced in the gas heating industry. Having begun
his career with Ideal Stelrad Group Ltd, developing the first
condensing boiler to be manufactured by a UK company, he
contributed to the comparative research for high efficiency that
led to the introduction of the first government subsidies and the
efficiency banding scheme. Mr Luke has held the position of
Business Unit Manager for Baxi with full P&L responsibility
before being appointed Engineering Director for the Baxi Air
Management Group. Later appointments led to the position of
Technical Director for Potterton Myson Ltd. with responsibility for
both engineering projects and new product development.
Neil Luke entered into an appointment letter dated 28 June 2013
in respect of his services as Non-Executive Director affective from
Admission. Mr. Luke's appointment is for an initial term of one
year, commencing on Admission. The appointment is terminable by
either party on three months' notice or in certain circumstances,
including misconduct or bankruptcy, with immediate effect. Mr. Luke
is entitled to a monthly fee of GBP1,000 gross. Mr. Luke is
required to work a minimum of one day per week for the Company and
is entitled to an additional fee of GBP300 per day in respect of
any additional days worked.
Jubeenh Nazhat, Proposed Executive Director, Aged 42
Ms Nazhat is an experienced qualified solicitor, specialising in
corporate law, having worked for Trowers & Hamlins LLP.
Previously Ms Nazhat worked as in-house legal counsel for London
Underground Limited.
Ms Nazhat is currently a Non-Executive Director of the
Company.
Nilesh Jagatia, Finance Director, Aged 45
Nilesh is currently the Chief Financial Officer of Clear Leisure
Plc, an AIM quoted public company that specialises in leisure
related investments in Italy. Nilesh is also the Finance Director
for Ascend Capital Plc, a specialist corporate finance broker that
provides a variety of integrated funding solutions for smaller,
fast growing companies. Prior to this, he was Group Finance
Director of Media Corporation plc for a period of 5 years until
July 2012. During his time at Media Corporation he was responsible
for the group's accounting and worked on a number of corporate
transactions. Nilesh has over 20 years' experience including senior
financial roles in divisions of both Universal Music Group and
Sanctuary Group Plc. He served as a Finance Director for an
independent record label that expanded into the US. Nilesh is a
qualified accountant and has a degree in finance.
The Board intends to identify and appoint an independent
non-executive director shortly after Admission to chair the audit
and remuneration committees.
9. Lock-in arrangements
John Gunn, being the only Director holding shares in the Company
at Admission, has agreed not to (and to procure that his respective
Connected Persons do not) dispose of any interest in Ordinary
Shares for a period of one year following Admission, except in
certain restricted circumstances, in accordance with Rule 7 of the
AIM Rules for Companies.
Each of the other members of the Concert Party has agreed not to
(and to procure that their respective Connected Persons do not)
dispose of any interest in Ordinary Shares for a period of one year
following Admission, except in certain restricted
circumstances.
10. Relationship Agreement
John Gunn has agreed to exercise his votes as a Shareholder and
to procure the same in respect of any Connected Person in
accordance with certain restrictions set out in a Relationship
Agreement entered into between the Company, Westhouse Securities
and John Gunn. The restrictions seek to ensure that the Group is
capable of carrying on its business and making decisions
independently and in the best interests of the Group and that any
transactions between any member of the Group and the Controlling
Shareholder or any Connected Person are made on an arm's length
basis.
The agreement shall terminate on John Gunn and any "associate"
ceasing to hold Shares or instruments capable of converting into
Ordinary Shares conferring in aggregate 30 per cent. or more of the
rights to vote at general meetings of the Company.
11. Use of proceeds of the Subscription
The proceeds from the Subscription will be used for general
working capital purposes, including the further development of the
Appliance.
12. Dividendpolicy
The Board anticipates that any profits will be retained for the
development of the Enlarged Group's business and are unlikely to be
distributed for the foreseeable future. The Directors will consider
the payment of a dividend, if they consider it appropriate to do
so, subject to compliance with applicable laws.
13. Corporate Governance
The Board has not adopted the UK Corporate Governance Code; this
is only a requirement for premium listed companies and the Board
does not consider it appropriate for a company of the size and
nature of KleenAir. The Board has, however, adopted the
requirements of the Corporate Governance Guidelines for Smaller
Companies published by the Quoted Companies Alliance, although,
until an independent non-executive director is appointed, Neil Luke
will chair each of the committees.
Audit Committee
The Audit Committee is currently chaired by Neil Luke and
includes Jubeenh Nazhat and Nilesh Jagatia. The committee provides
a forum for reporting by the Group's external auditors. The
committee is also responsible for reviewing a wide range of
matters, including half-year and annual results before their
submission to the Board, and for monitoring the controls that are
in force to ensure the integrity of information reported to
shareholders. The Audit Committee will advise the Board on the
appointment of external auditors and on their remuneration for both
audit and non-audit work, and will discuss the nature, scope and
results of the audit with the external auditors. The committee will
keep under review the cost effectiveness and the independence and
objectivity of the external auditors.
The Audit Committee is responsible for ensuring the "right tone
at the top" and that the ethical and compliance commitments of
management and employees are understood throughout the Group.
Remuneration Committee
The Remuneration Committee is chaired by Neil Luke and includes
Jubeenh Nazhat and Nilesh Jagatia. The committee is responsible for
making recommendations to the Board, within agreed terms of
reference, on the Company's framework of executive remuneration and
its cost. The Remuneration Committee determines the contract terms,
remuneration and other benefits for the executive directors,
including performance related bonus schemes and compensation
payments. The Board itself determines the remuneration of the
non-executive directors.
14. Share dealing code
The Directors intend to comply with Rule 21 of the AIM Rules
relating to Directors' and applicable employees' dealings in the
Company's securities and to this end, the Company has adopted a
share dealing code that the Board considers appropriate for a small
AIM Company.
15. Financialinformation
In accordance with Rule 28 of the AIM Rules for Companies and
with Rule 24.15 of the City Code, the Admission Document does not
contain historical financial information on the Company which would
otherwise be required by Section 20 of Annex I of the Prospectus
Rules. Audited historical financial information on the Company for
the three years ended 30 June 2012 and unaudited financial
information on the Company for the six months ended 31 December
2012 is available from the Company's website at
www.kleenair-systems.com.
Financial information on Inspirit is set out in the Admission
Document.
16. Waiver of Rule 9 of The City Code
The City Code governs, amongst other things, transactions that
may result in a change of control of a public company to which the
City Code applies, including the Company. Under Rule 9, where a
person acquires an interest (as such term is defined in the City
Code) in shares which, when taken together with any shares in which
he is already interested and in which persons acting in concert
with him are interested, carry 30 per cent. or more of the voting
rights of a company that is subject to the City Code, such person
or group is normally required to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person together with persons acting in
concert with him is interested in shares which, in the aggregate,
carry not less than 30 per cent. of the voting rights of such a
company but does not hold shares carrying more than 50 per cent. of
such voting rights, a general offer will normally be required if
any further interests in shares are acquired by any such
person.
An offer under Rule 9 must be in cash and at the highest price
paid during the preceding 12 months for any interest in shares of
the Company by the person required to make the offer or any person
acting in concert with him.
Persons acting in concert comprise persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control (as defined in the City Code) of,
or frustrate the successful outcome of an offer for, the
Company.
For the purposes of the City Code, all of the members of the
Concert Party are deemed to be acting in concert, and their
interests are to be aggregated. Further information about the
Concert Party is set out in the Admission Document.
On Admission, the Concert Party will hold, in aggregate,
381,537,902 Ordinary Shares, representing approximately 79.8 per
cent. of the Company's Enlarged Share Capital.
Rothschild Nominees Limited, a member of the Concert Party has
conditionally agreed to subscribe for 5,000,000 new Ordinary Shares
and will be granted 2,500,000 Warrants. Shareholders should be
aware that, upon full exercise by Rothschild Nominees Limited of
the Warrants granted to it, assuming no exercise of any other
Warrants and no other changes in the holding of the Concert Party
in Ordinary Shares, the Concert Party would hold 79.9 per cent. of
the issued share capital of the Company at Admission (as enlarged
by the Ordinary Shares issued to Rothschild Nominees Limited upon
exercise of all its Warrants).
Pursuant to the exercise by Rothschild Nominees Limited of the
Warrants granted to it by the Company, the increase in the holding
of the Concert Party could trigger the obligation to make a general
offer to all other shareholders to acquire the balance of the
shares not held by it at the highest price paid by any of the
members of the Concert Party in the preceding 12 months.
In the absence of a waiver granted by the Panel, Rule 9 would
require the Concert Party to make a general offer for the balance
of the Shares in issue immediately following the Acquisition. The
Panel has been consulted and has agreed, subject to the passing on
a poll by Independent Shareholders of the Whitewash Resolution, to
waive the obligation on the Concert Party that would otherwise
arise under Rule 9, as a result of the issue of the Consideration
Shares pursuant to the Acquisition, the issue of new Ordinary
Shares to Rothschild Nominees Limited, both as part of the
Subscription and upon exercise of its Warrants, the issue of the
Hebolux Shares and the conversion of the B Ordinary Shares into
Ordinary Shares, for a general offer to be made by the Concert
Party for the balance of the issued Ordinary Shares not already
held by the Concert Party. Accordingly, Resolution 1 is being
proposed at the General Meeting and will be taken on a poll of
Independent Shareholders.
On Admission the Concert Party will between them hold Ordinary
Shares carrying more than 50 per cent. of the voting rights of the
Company's voting share capital and, for as long as they continue to
be treated as acting in concert, may accordingly increase their
aggregate interests in shares without incurring any obligation
under Rule 9 to make a general offer. Individual members of the
Concert Party, save for John Gunn who will carry more than 50 per
cent. of the voting rights, will not be able to increase their
percentage interests in shares through or between a Rule 9
threshold without Panel consent.
17. General Meeting
Set out in the Admission Document is a notice convening the
General Meeting to be held at the registered offices of KleenAir at
2 London Wall Buildings, London, EC2M 5PP at 11.00 a.m. on 23 July
2013. The full terms of the Resolutions are set out in that notice
and are summarised below:
Resolution 1
Resolution 1, which is an ordinary resolution and is conditional
on the passing of Resolutions 2, 3, 4 and 5, is the Whitewash
Resolution, pursuant to which the Independent Shareholders are
being asked to approve the Panel's waiver of the Concert Party's
obligation to make a general offer under Rule 9. This resolution
requires approval by the Independent Shareholders on a poll (voting
in person or by proxy at the General Meeting).
Resolution 2
Resolution 2, which is an ordinary resolution and is conditional
on the passing of Resolutions 1, 3. 4 and 5, seeks Existing
Shareholders' approval of the Acquisition, which constitutes a
"reverse takeover" for the purposes of Rule 14 of the AIM Rules for
Companies. A summary of the principal terms of the Acquisition
Agreement can be found in the Admission Document.
Resolution 3
Resolution 3, which is an ordinary resolution and is conditional
on the passing of Resolutions 1, 2, 4 and 5, seeks Existing
Shareholders' approval to grant authority to the Directors to allot
Ordinary Shares up to an aggregate nominal value of GBP1,500,000,
such authorities to expire on the conclusion of the Company's next
annual general meeting.
Resolution 4
Resolution 4, which is a special resolution and is conditional
on the passing of Resolutions 1, 2, 3 and 5 seeks Existing
Shareholders' approval to empower the Directors pursuant to section
570(1) to allot equity securities for cash as if section 561(1) of
the Act did not apply to such allotments. Such empowerment is to
expire on the conclusion of the Company's next annual general
meeting.
Resolution 5
Resolution 5, which is a special resolution and is conditional
on the passing of Resolutions 1, 2, 3 and 4 seeks Existing
Shareholders' approval to change the Company's name to Inspirit
Energy Holdings plc in accordance with section 77(1)(a) of the
Act.
18. Admission and dealings
Application will be made to the London Stock Exchange for the
Existing Ordinary Shares to be re-admitted, and the Subscription
Shares, the Consideration Shares, the Hebolux Shares and the
Conversion Shares to be admitted to trading on AIM, conditional
upon, inter alia, the passing of the Resolutions.
It is expected that Admission will become effective and dealings
will commence in the Enlarged Share Capital on 24 July 2013. The
Directors anticipate that no application will be made for the
Enlarged Share Capital to be admitted to trading or to be listed on
any other stock exchange.
The Articles permit the Company to issue Ordinary Shares in
uncertificated form in accordance with the CREST Regulations. CREST
is a paperless settlement system enabling title to securities to be
evidenced otherwise than by certificate and transferred otherwise
than by written instrument, in accordance with the CREST
Regulations.
Settlement of transactions in the Ordinary Shares following
Admission may take place within the CREST system if Shareholders so
wish. CREST is a voluntary system and holders of Ordinary Shares
who wish to receive and retain share certificates will be able to
do so.
For more information concerning CREST, Shareholders should
contact their brokers or Share Registrars Limited, Suite E, First
Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL. Trading in
the Company's Shares on AIM will require Shareholders to deal
through a stockbroker or other intermediary who is a member of the
London Stock Exchange.
19. Further information
Existing Shareholders and potential investors should read the
whole of the Admission Document which provides additional
information on the Company, Inspirit and the Resolutions, and
should not rely on this announcement or summaries of, or individual
parts only of the Admission Document. Investors' attention is
drawn, in particular, to the Risk Factors and the Additional
Information set out in the Admission Document.
20. Related party transactions
The Acquisition involves the Company entering into the
Acquisition Agreement with, among others, the Executive Chairman,
John Gunn. Accordingly, the Acquisition is considered a related
party transaction under the AIM Rules for Companies and John Gunn
has refrained from taking part in the evaluation of the Acquisition
by the Board and the Director's recommendations in connection with
the Acquisition.
Additionally, the Company has agreed with GIS to extend the
terms of the 2009 Note and 2010 Note to 22 December 2014 and to
remove the right of conversion into Ordinary Shares. As John Gunn
is the majority shareholder in GIS, such variations are considered
to be related party transactions under the AIM Rules for
Companies.
The Company has entered into a loan agreement with Inspirit in
relation to a series of loans provided by the Company to Inspirit
between 23 May 2011 and 31 January 2013 for an aggregate amount of
GBP83,658.20. The Company has also entered into a loan agreement
with GIS in relation to a GBP45,000.00 loan provided by GIS to the
Company between 2 February 2012 and 13 February 2012. In addition,
the Company has entered into a new loan agreement with GIS for
GBP350,000 to be drawn-down at the discretion of the Company. As
John Gunn is the controlling shareholder and a director of Inspirit
and GIS, entering into the loan agreements are considered to be
related party transactions under the AIM Rules.
The Independent Director considers, having consulted with the
Company's Nominated Adviser, Westhouse Securities, that each of the
Acquisition Agreement, the variation of the 2009 Note and the 2010
Note, and entering into the loan agreements with Inspirit and GIS
is fair and reasonable insofar as Shareholders are concerned.
21. Action to be taken
A form of proxy will be sent to Existing Shareholders for use by
them in connection with the General Meeting. Whether or not they
intend to be present at the General Meeting, Existing Shareholders
are asked to complete, sign and return the form of proxy to Share
Registrars Ltd at 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL,
as soon as possible but in any event so as to arrive no later than
11.00 a.m. on 21 July 2013. The completion and return of a form of
proxy will not preclude Existing Shareholders from attending the
General Meeting and voting in person should they wish to do so.
Accordingly, whether or not you intend to attend the General
Meeting, you are urged to complete and return the form of proxy as
soon as possible.
22. Recommendation
The Independent Director who has been so advised by Westhouse
Securities considers the Waiver and the Acquisition to be fair and
reasonable and in the best interests of Independent Shareholders
and the Company. In providing advice to the Independent Director,
Westhouse Securities has taken into account the Independent
Director's commercial assessments. Accordingly, the Independent
Director recommends that Independent Shareholders vote in favour of
the Whitewash Resolution.
The Directors, including John Gunn, who is prohibited from
voting on Resolution 1, being the Whitewash Resolution, recommend
that Shareholders vote in favour of Resolutions 2, 3, 4 and 5, as
John Gunn has irrevocably committed to do in respect of his
beneficial holding amounting to, in aggregate, 9,240,160 Existing
Ordinary Shares, representing approximately 12.6 per cent. of the
voting rights in KleenAir.
Information on Inspirit
1. Inspirit's business
Inspirit, a company based in Sheffield, is currently developing
a micro combined heat and power appliance for the commercial and
residential markets. The Appliance is powered by natural gas and
designed to produce hot water (for tap water or central heating)
and electrical output simultaneously. Once proven, Inspirit intends
to explore opportunities to licence out the underlying
technology.
A prototype of the Appliance has been independently tested and
shown to be capable of simultaneous generation of up to 15kW
thermal and up to 3kW electrical output. Once development of the
Appliance has been completed and commercialised, the Directors
expect that the Appliance will initially be marketed in the UK and
Europe and eventually worldwide. Additional revenue streams may be
possible through product licensing, sales of warranties and further
development of the product.
2. History of and ownership of Inspirit
Inspirit was incorporated on 17 February 2010 as Start Trade
Limited, subsequently changing its name on 16 June 2010 to Inspirit
Energy Limited. Inspirit owns 100 per cent. of a non-trading
subsidiary, Somemore, which was acquired on 12 January 2011.
The original development of the mCHP technology used in the
Appliance was carried out by Disenco Limited ("Disenco"). Disenco
entered into administration on 17 February 2010 and, on 17 March
2010, certain assets of Disenco (including the mCHP technology and
some associated registered intellectual property rights) were
purchased by Somemore.
The Company made an initial investment of GBP300,000 in Inspirit
on 23 August 2010, to enable Inspirit to complete the due diligence
process in relation to the acquisition of Somemore, following which
the Company's holding in Inspirit represented approximately 10.6
per cent of Inspirit's enlarged issued share capital. On 6 January
2011, the Company made a further investment of GBP440,000 to
increase its investment to 18.7 per cent. The Company's holding was
diluted down to 17.05 per cent. following completion of the
acquisition of Somemore on 12 January 2011.
Inspirit is currently owned as to 67.7 per cent. by John Gunn
and as to 17.05 per cent. by KleenAir. Sarah Pozner holds
approximately 2.0 per cent. and the remaining 6 shareholders each
hold less than 5 per cent.
John Gunn and Suki Gunn are the current directors of
Inspirit.
3. The Stirling Engine technology
Invented in 1816, 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 to mechanical work. Inspirit
currently uses Helium as the working fluid in its prototype
Appliance. Helium is contained within the system and uses an
internal heat exchanger and thermal store, known as the
regenerator.
The Stirling engine was originally conceived as an industrial
engine and an alternative to the steam engine. The Directors
believe its efficiency and noise levels make it particularly
suitable for use in mCHP appliances.
4. Intellectual Property
The Inspirit Group currently holds the rights to two patents
relating to the design of the Appliance.
The Inspirit Group also co-owns an additional patent in the
United States which is not currently used in the Appliance.
The Directors believe that in some instances, the patents owned
by the Inspirit Group may be also used in the development of
products other than a mCHP appliance.
5. Technology partners and key developments
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 Appliance has been developed with the assistance of three
external engineering partners:
-- Adigo A.S. were instrumental in taking the original Stirling
Engine design and redeveloping it for the Appliance. This work has
now moved in house at Inspirit, with all aspects of work relating
to the power generation being carried out at Inspirit's premises in
Sheffield.
-- Sentec Ltd designed the control system, including the user
interface, diagnostics and management of the supply to the Grid
Tied Inverter.
-- Enertek International Limited ("Enertek") designed the gas
combustion system, heat recovery system and the appliance
design.
Before being acquired by Somemore, Prodrive Ltd worked alongside
Disenco to develop the crankcase and rhombic drive assembly that
converts the heat energy into the motion required to generate the
electrical output and is now the driving force in the development
of the Appliance.
The Inspirit engineers contrive to test the product and develop
a supply chain.
6. The boiler market
Legislation, both in the UK and globally, has increased demand
for more efficient and greener methods of energy generation. The
Directors believe that Inspirit is well placed to take advantage of
these changes to demand, particularly in the UK, where they believe
there are few competing products using mCHP.
In 2011, Centrica plc, a major UK utility company, estimated the
micro generation market to be worth GBP4bn per annum by 2020,
across a range of technologies including mCHP.
According to the Heating and Hot Water Council, approximately
1.5 million boilers are installed in the UK each year.
7. Prospective Commercialisation and opportunities for growth
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 in a multi-boiler installation 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.
The Company may seek further capital injections if opportunities
arise to accelerate growth and the development of the
Appliance.
8. Distribution
Distribution of the initial pre-production version of the
Appliance is intended to be limited to a small number of large
potential customers who have expressed interest in the Appliance,
so that a strong supporting view of the technology can be gained
and feedback used to complete the development of the production
engineering and manufacturing process. This strategy will allow a
controlled release of the production version of the product into
the market that meets both Inspirit's initial market focus and the
customer's adoption requirements.
9. Summary special purpose IFRS financial Information on Inspirit
Comprehensive Income Statement
Year Ended 30 June 2012 Period 18 August 2010 to 30 Period 17 February 2010 to
GBP June 2011 17 August 2010
GBP GBP
------------------------------ ------------------------ ----------------------------- -----------------------------
Administration expenses (151,639) (250,049) (119,796)
Operating Loss (151,639) (250,049) (119,796)
Finance costs (29,691) - -
Loss Before Income Tax (181,330) (250,049) (119,796)
Income tax credit 100,060 - -
------------------------------ ------------------------ ----------------------------- -----------------------------
Loss for the Year/Period (81,270) (250,049) (119,796)
------------------------------ ------------------------ ----------------------------- -----------------------------
Total Comprehensive Income
for the year / period
attributable to Equity
Shareholders (81,270) (250,049) (119,796)
------------------------------ ------------------------ ----------------------------- -----------------------------
Earnings per share
attributable to the equity
owners of the Company during
the year / period
------------------------------ ------------------------ ----------------------------- -----------------------------
Basic and Diluted Loss Per
Share (0.5)p (1.6)p (40.0)p
------------------------------ ------------------------ ----------------------------- -----------------------------
All costs relate to continuing operations
Statement of Financial Position
As at 30 June 2012 As at 30 June 2011 As at 17 August 2010
GBP GBP GBP
-------------------------------------- ------------------- ------------------- ---------------------
Assets
Non-Current Assets
Intangible assets 643,548 479,900 39,000
Property, plant and equipment 7,682 8,884 -
Investment in subsidiaries 1 1 -
651,231 488,785 39,000
-------------------------------------- ------------------- ------------------- ---------------------
Current Assets
Inventories 5,238 5,238 5,238
Trade and other receivables 15,678 47,184 -
Income taxes receivable 40,232 - -
Cash and cash equivalents 50,346 64,715 -
-------------------------------------- ------------------- ------------------- ---------------------
111,494 117,137 5,238
-------------------------------------- ------------------- ------------------- ---------------------
Total Assets 762,725 605,922 44,238
-------------------------------------- ------------------- ------------------- ---------------------
Equity and Liabilities
-------------------------------------- ------------------- ------------------- ---------------------
Capital and Reserves Attributable to
Equity Shareholders of the Company
Ordinary shares 15,230 15,230 300
Share premium 737,403 737,403 -
Other reserves 22,500 22,500 -
Retained losses (451,115) (369,845) (119,796)
-------------------------------------- ------------------- ------------------- ---------------------
Total Equity 324,018 405,288 (119,496)
-------------------------------------- ------------------- ------------------- ---------------------
Liabilities
-------------------------------------- ------------------- ------------------- ---------------------
Current Liabilities
Trade and other payables 438,707 200,634 163,734
-------------------------------------- ------------------- ------------------- ---------------------
Total Liabilities 438,707 200,634 163,734
-------------------------------------- ------------------- ------------------- ---------------------
Total Equity and Liabilities 762,725 605,922 44,238
-------------------------------------- ------------------- ------------------- ---------------------
Financial information on Inspirit, including the notes that
correlate to the financial information above and the interim
financial results for the six months to 31 December 2012, can be
found in the full Admission Document.
Definitions and glossary of terms
In this announcement, unless the context otherwise requires or
provides, the expressions set out below bear the following
meanings
"1985 Act" the Companies Act 1985
"2009 Note" the convertible loan note dated 23 November 2009
"2010 Note" the convertible loan note dated 22 June 2010
"Act" the Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by the Company of the entire issued share capital of
Inspirit
"Acquisition Agreement" the agreement relating to the Acquisition, made between, inter alia, the Company
and the Vendors,
a summary of which is set out in the Admission Document
"Admission" the admission of the Enlarged Share Capital to trading on AIM becoming effective
in accordance
with the AIM Rules for Companies
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"AIM Rules for Companies" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to
time
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange, as
amended from
time to time
"Articles" the articles of association of the Company adopted by special resolution on 3
August 2010
"B Ordinary Shares" B Ordinary Shares in the Company of GBP0.001 nominal value having the same
economic rights
as the Ordinary Shares but no voting rights as more fully described in the
Articles
"Board" or "Directors" the directors of the Company immediately following
Admission including the Proposed Director, whose names are set out in the
Admission Document
"City Code" the City Code on Takeovers and Mergers administered by the Panel
"Company" or "KleenAir" KleenAir Systems International plc
"Completion" completion of the proposed acquisition by the Company of the entire issued, and
to be issued,
share capital of Inspirit, pursuant to the Acquisition Agreement
"Concert Party" John Gunn, Rothschild Nominees Limited, Rod MacClancy, Hebolux S.A., Sarah
Pozner, Ian Sosso
and Tita Carmen Byrne, all of whom are regarded for the purpose of the City Code
as acting
in concert (as defined in the City Code) in relation to the Company and its
share capital
"Connected Person" means any connected person of the Shareholder as defined in paragraph 2 of Part
1 of Schedule
11B of the Financial Services and Markets Act 2000, as amended from time to time
"Consideration Shares" 350,000,000 New Ordinary Shares to be issued on Admission to the Vendors
"Controlling Shareholder" John Gunn
"Conversion" the conversion by John Gunn of his entire holding of B Ordinary Shares into
Ordinary Shares
"Conversion Shares" the 1,221,200 New Ordinary Shares to be issued upon completion of the Conversion
"CREST Regulations" the Uncertificated Securities Regulations 2001, including (i) any enactment or
subordinate
legislation which amends or supersedes those regulations; and (ii) any
applicable rules made
under those regulations or any such enactment or subordinate legislation for the
time being
in force
"Deferred Shares" the deferred shares of GBP0.99 each in the Company
"Directors" the Existing Directors and the Proposed Director
"Enlarged Group" the enlarged group following the acquisition of Inspirit by the Company,
comprising the Company,
Somemore and Inspirit
"Enlarged Share Capital" the 477,860,705 Ordinary Shares in issue immediately following Admission
comprising the Existing
Ordinary Shares, the Consideration Shares, the Subscription Shares, the Hebolux
Shares, the
Westhouse Shares and the Conversion Shares
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated under the laws of England
and Wales,
the operator of CREST
"Existing Directors" John Gunn, Jubeenh Nazhat and Nilesh Jagatia, being the directors of the Company
as at the
date of this announcement
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this announcement
"Existing Share Capital" the issued ordinary share capital of the Company at the date of this
announcement
"Existing Shareholders" holders of Existing Ordinary Shares
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company convened for 11.00 a.m. on 23 July 2013 (or
any adjournment
thereof), notice of which is set out in the Admission Document;
"GIS" Global Investment Strategy UK Limited
"Hebolux" Hebolux S.A.
"Hebolux Loan" the GBP50,000 loan made to KleenAir in July 2012, details of which are set out
in the Admission
Document
"Hebolux Shares" the 10,000,000 New Ordinary Shares to be issued to Hebolux pursuant to the
conversion of the
Hebolux Loan at Admission
"IFRS" International Financial Reporting Standards
"Independent Director" Nilesh Jagatia
"Independent Shareholders" the Shareholders other than those who are participating in the Subscription
and/or those who
are also Vendors
"Inspirit" Inspirit Energy Limited, a company incorporated under the laws of England and
Wales
"Inspirit Group" together Inspirit and its 100 per cent. owned subsidiary Somemore
"Introduction Agreement" the agreement dated 28 June 2013, between the Company, the Directors and
Westhouse Securities,
details of which are set out in the Admission Document
"Lock-In Agreement" the agreement dated 28 June 2013, between the Company, Westhouse and John Gunn,
details of
which is set out in the Admission Document
"London Stock Exchange" London Stock Exchange plc
"mCHP" micro combined heat and power
"New Ordinary Shares" the new Ordinary Shares to be subscribed for by the Subscription under the
Subscription or
to be issued to the Vendors under the Acquisition Agreement or issued to Hebolux
pursuant
to the conversion of the Hebolux loan or issued to John Gunn upon conversion of
the B Ordinary
Shares, or issued to Westhouse Securities as the case may be
"Official List" the Official List of the UK Listing Authority, a division of the FCA, acting as
competent
authority for the purposes of Part VI of FSMA
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the Company and
"Ordinary Share" shall
be construed accordingly
"Panel" the Panel on Takeovers and Mergers
"Proposed Director" Neil Luke
"Prospectus Directive" Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003 on the
prospectus to be published when securities are offered to the public or admitted
to trading
and amending Directive 2001/34/EC and any relevant implementing measure in each
member state
of the European Economic Area which has implemented the Prospectus Directive
"Prospectus Rules" the prospectus rules of the UK Listing Authority, pursuant to the FSMA
"QCA Guidelines" the Quoted Companies Alliance guidelines for AIM companies
"Registrars" Share Registrars Ltd, the Company's registrars
"Regulations" the Uncertificated Securities Regulations 2001 including any modification or
re-enactment
of them for the time being in force
"Relationship Agreement" the relationship agreement between John Gunn and the Company dated 28 June 2013
"Resolutions" the resolutions to be proposed at the General Meeting, the full text of which is
set out in
the notice of General Meeting set out in the Admission Document
"Shareholders" holders of Ordinary Shares
"Somemore" Somemore Limited, a company incorporated under the laws of England and Wales
"Subscribers" the subscribers or purchasers of Subscription Shares pursuant to the
Subscription
"Subscription" the conditional subscription by the Subscribers on behalf of the Company of the
Subscription
Shares pursuant to the Subscription Agreement
"Subscription Agreement" the conditional agreement dated 28 June 2013 between the Company, the Directors
and the Subscribers
relating to the Subscription, details of which are set out in the Admission
Document
"Subscription Price" 1p per Subscription Share
"Subscription Shares" the New Ordinary Shares which are the subject of the Subscription
"Substantial Shareholder" any person who holds any legal or beneficial interest directly or indirectly in
10 per cent.
or more of any class of AIM security, as defined in the AIM Rules for Companies
"Taxes Act" the Income & Corporation Taxes Act 1988 (as amended)
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"Vendors" John Gunn, Rothschild Nominees Limited, Rod MacClancy, Hebolux S.A., Sarah
Pozner, Oceanside
Overseas Group Limited, Ian Sosso and Tita Carmen Byrne, being the current
shareholders of
Inspirit, not including the Company, who will be selling their shares in
Inspirit to the Company
pursuant to the Acquisition Agreement
"Warrant Agreement" the warrant agreement under which the Warrants are issued
"Warrants" warrants issued by the Company to Subscribers on the basis of one warrant for
every two Subscription
Shares exercisable into Ordinary Shares on a one-for-one basis at a price of 1p
per Ordinary
Share at any time within 12 months from the date of Admission
"Waiver" the waiver of the obligations that would otherwise arise under Rule 9 of the
City Code for
the Concert Party to make a general cash offer for the whole of the Company's
Existing Share
Capital
"Westhouse Securities" Westhouse Securities Limited, the Company's nominated adviser and broker
"Westhouse Shares" the New Ordinary Shares to be issued to Westhouse Securities pursuant to the
Introduction
Agreement
"Whitewash Resolution" the ordinary resolution concerning the Waiver to be proposed on a poll at the
General Meeting
and set out in the notice of the General Meeting as Resolution 1
This information is provided by RNS
The company news service from the London Stock Exchange
END
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