("CIA" or the "Company")
General Meeting re
Proposed acquisition of
and inter alia
Approval of the Waiver Resolution under Rule 9 of the Takeover Code and Re-Admission to NEX Exchange
The Company is pleased to announce the posting today of a notice convening a General Meeting of the Shareholders, to be held on
Should the Resolutions be approved by Shareholders, the Company’s Ordinary Shares will be re-admitted to trading on the NEX Exchange Growth Market (“Admission”). It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on
The acquisition constitutes a reverse takeover pursuant to Rule 57 of the NEX Exchange Rules for Issuers.
A copy of the Admission Document will shortly be available at: https://www.cleaninvestafrica.com/.
The consideration for the Acquisition is approximately £27.16m and will be satisfied by the allotment of the Consideration Shares to the Vendors, at a deemed
The Resolutions will include, inter alia, a resolution to approve a Waiver Resolution to be voted on by the Independent Shareholders, all of whom are independent of the
The Panel has agreed, however, to waive the obligation for the
A Proposed Directors of the Company at Admission will be join the Board, together with the Existing Directors:
Filippo has a Phd in Civil Engineering from the
On Admission, the interests of the Directors and their families (within the meaning set out in the NEX Exchange Growth Market – Rules for Issuers) in the issued share capital of the Company, all of which are beneficial, and the existence of which is known or could, with reasonable diligence, be ascertained by that Director, are as follows:
Director Number of Ordinary Shares on % of Issued Share Capital Admission Samuel Preece 1,200,000 0.13 Filippo Fantechi* 215,944,186 22.94 Noel Lyons 9,800,000 1.04 Paul Ryan None None
*Filippo’s Ordinary Shares will be held through
A copy of the Chief Executive Officer’s letter, the expected timetable of principal events and definitions sections contained in the Admission Document are set out in full below of this announcement without material amendment or adjustment
The Directors of the Company accept responsibility for the contents of this announcement.
Telephone: +44 7912 514 809/ +32 475 754 148
Telephone: 020 7220 9795
LETTER FROM THE CHIEF EXECUTIVE OFFICER
To all Shareholders
Proposed acquisition of
Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers
And Notice of General Meeting
I am writing to invite you to the General Meeting of the Company to be held at the offices of
In view of the size of the Acquisition relative to the Company and voting control of the Company, the Acquisition constitutes a reverse takeover under the NEX Exchange Rules and is therefore conditional, amongst other things, on the approval of Shareholders.
Shareholders are also required to approve the waiver of certain obligations which would otherwise be imposed on the Vendors by Rule 9 of the Takeover Code as a result of the issue to them of the Consideration Shares.
The purpose of this Document is to explain the background to and reasons for the Proposals and to explain why the Directors consider them to be in the best interests of the Company and Shareholders as a whole and to seek Shareholders’ approval for the Resolutions being proposed at the General Meeting.
Background to and reasons for the Proposals
The Company was admitted to the NEX Exchange Growth Market on
Summary Information on the
In 2016 Noel Lyons met with the two principal shareholders of the
commenced production in
Coal fines have the same calorific value as coal being mined and sold from a specific mine. These fines are not easily marketable due to high volatilities, high surface moisture content and heterogeneous properties of the fines. Due to their low market values, coal fines are generally disposed in stockpiles or slurry lagoons at or near mining sites. The reprocessing of these fines by the
Further information on the
Principle terms of the Acquisition Agreement
The consideration for the Acquisition is approximately £27.16m and will be satisfied by the allotment of the Consideration Shares to the Vendors, at a deemed
For the avoidance of doubt, it is expected that the 780,414,224 Consideration Shares will be issued to the Non-SA Resident Vendors. Together with the Existing Ordinary Shares, the 780,414,224 Consideration Shares will be re-admitted to trading on the NEX Exchange Growth Market pursuant to the Expected Timetable of Principal Events and conditional on passing of the Resolutions, irrespective of whether or not SARB Approval for the sale by the SA Resident Vendors is received.
The SA Resident Vendors will take reasonable steps in order to facilitate the South African re-organisation or such other steps as the parties shall agree in relation to SA Resident Vendors’ interests, or in relation to a restructuring of CASA, in order to effect the SA Resident Vendors’ sale of shares in the
The total Consideration Shares will represent approximately 85.98% of the Issued Share Capital and will, when issued, rank pari passu in all respects with the Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.
The Acquisition Agreement also makes provision for the Company to appoint a representative to the Board from the
Future Strategy and Prospects of the
The Directors believe that the Proposals are in accordance with the Investment Strategy of the Company referred to in paragraph 2 of this Part I of this Document, and the Company intends to continue to seek investments in accordance with its Investment Strategy once the Acquisition has been completed.
Directors and Proposed Director
Samuel has over 20 years of environmental consulting experience, having completed over 1,500 projects in
Samuel has overseen the technical evaluation and permitting of alternative energy projects across the
Samuel spent five years as an in-house technical specialist at an international construction contractor, Laing O’Rourke, working on projects in the technology and energy sectors.
Samuel was previously a director responsible for the
Samuel has access to a network of environmental and energy technical experts located across
Samuel currently supports investors and companies looking to grow and seek investment in business and projects in Africa. These currently include renewable energy and green technology projects in southern and sub-Saharan Africa. Sam also advises on Environmental, Social and Governance risks and opportunities for investors, companies and financial institutions including in the energy sector.
Noel started his career in the accounting profession and progressed from there to management and director level within various organisations. He has worked for such companies as Amoco/BP, Coca Cola,
Noel has been involved in several listings on AIM and the NEX Exchange Growth Market in both a management and advisory capacity, including as co-founder and, initially, as a non-executive director of Karoo Energy plc. Noel has an MBA and Masters in Accounting and Finance.
It is proposed that
Filippo has a Phd in Civil Engineering from the
Grant of Management Options to the Proposed Director, the Directors and certain management and investors of the
The Directors believe that the Enlarged Group’s success is highly dependent on the quality and loyalty of its employees, directors, officers, contractors and consultants. To assist in the recruitment, retention and motivation of high quality staff, as necessary, the
The Management Options (save for those to be granted to
Waiver of Rule 9 of the Takeover Code
The Takeover Code, which is issued and administered by the Panel, applies to the Company.
Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code), whether by a series of transactions over a period of time or not, in shares which, taken together with 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 which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders in that company to acquire their shares.
Similarly, where any person, 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, a general offer will normally be required if any further interest in shares carrying voting rights is acquired by any such person.
Following allotment and issue of the Consideration Shares to the Non-SA Resident Vendors, the
The members of the
For so long as the
Information on the
Vendors Ordinary Ordinary Ordinary Ordinary Number of Maximum (beneficial Shares Shares Shares Shares Management Ordinary owner in interested in interested interested in interested Options Shares brackets) following the in following the in interested in issue of the following issue of the following following the relevant the issue relevant the issue issue of the number of to the number of to the SA Consideration Consideration Non-SA Consideration Resident Shares to the Shares to the Resident Shares to the Vendors as SA Resident Non-SA Vendors as SA Resident a Vendors and Resident a Vendors upon percentage the Non-SA Vendors percentage SARB Approval of the Resident of the Issued Vendors and issued Share exercise of Ordinary Capital Management Shares on Options at Admission Admission as a percentage of the Issued Share Capital Shaikh Mohamed 332,619,294 35.33 332,619,294 28.95 71,810,510 31.29 Abdulla Khalifa AlKhalifa Contax 215,944,186 22.94 215,944,186 18.79 71,810,510 22.26 Partners Inc. (Filippo Fantechi – 51.22%; Cristina Villani – 24.39%; Lorenzo Francesco Fantechi – 24.39%) Wendy Ann 87,719,094 9.32 87,719,094 7.63 6.79 Reithofer Ann Marie 36,554,688 3.88 36,554,688 3.18 2.83 Carbery-Antoun Jan Batist De 49,391,382 5.25 49,391,382 4.30 3.82 Wachter Lee Song Liat 25,288,387 2.69 25,288,387 2.20 1.96 (Daniel Lee Chern Kang) Stephen 7,608,806 0.81 7,608,806 0.66 0.59 Christopher Key Tariq Abdalla 25,288,387 2.69 25,288,387 2.20 1.96 Abdulaziz Albassam Leon Johan - - 148,184,276 12.90 11.46 Swanepoel Jeremy William - - 49,391,382 4.30 3.82 Nottingham Michael McNeil - - 9,878,276 0.86 0.76 Total 780,414,224 82.89 987,868,158 85.98 143,621,020 87.54
Based in the
Daniel is the Managing Director since 1994 of Cityneon Middle East W.L.L. which organizes fairs and exhibitions and is located in
Stephen has spent the last 30 years in
Leon is responsible for operation set up and continued research and development of the technology. He is experienced in the coal industry in
Intentions of the
Save for the appointment of the Proposed Director, no member of the
Lock-in Agreements and Orderly Market Arrangements
Immediately following Admission, the Existing Directors and the Proposed Director will be interested in, in aggregate, 226,944,186 Ordinary Shares, representing approximately 24.10 per cent. of the ordinary share capital following issue of the Consideration Shares to the Non-SA Resident Vendors. Each Existing Director and Proposed Director has undertaken to the Company and
In order to ensure that there is an orderly market in the Ordinary Shares following Admission, Contax Partners Inc. (
Further details of such undertakings are contained in paragraph 8.3 of Part IV of this Document.
The Directors and Proposed Directors recognise the importance of sound corporate governance and intend to observe the requirements of the QCA Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.
The Company intends to establish, with effect from Admission, an audit committee and a remuneration committee. The members of the audit committee will be
In light of the size of the Board, the Directors and Proposed Directors do not consider it necessary to establish a nominations committee, however, this will be kept under regular review.
The Company has adopted a share dealing code for dealings in shares by directors and senior employees that is appropriate for a NEX Exchange Growth Market company. The Proposed Director will comply with Rule 71 of the NEX Exchange Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Enlarged Group’s applicable employees.
Application to NEX Exchange
An application will be made for the Consideration Shares of the Non-SA Resident Vendors to be admitted to trading on the NEX Exchange Growth Market and for trading in the Ordinary Shares to be restored. Dealings in the Ordinary Shares are expected to commence on
The Company’s Articles of Association are consistent with the transfer of Ordinary Shares in dematerialised form in CREST under the CREST Regulations. Application has been made for the Ordinary Shares to be admitted to CREST on Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if relevant Shareholders so wish.
CREST is a voluntary system and Shareholders who wish to receive and retain certificates in respect of their Ordinary Shares will be able to do so.
The Notice convening the General Meeting at which the Waiver Resolution, the Acquisition Resolution and the Management Options Resolution will be proposed is set out at the end of this Document. The Waiver Resolution will be voted on by a poll of Shareholders present and voting in person or by proxy at the General Meeting. Subject to approval of the Waiver Resolution the Panel has agreed to waive any obligation under Rule 9 of the Takeover Code on any or all of the
Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General Meeting. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to
Your attention is drawn to the further information set out in the remainder of this Document and, in particular, to the Risk Factors set out in Part VII of this Document.
The Directors, who have been so advised by
Accordingly, the Directors recommend that the Independent Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Directors are not deemed to be Independent Shareholders, by virtue of the proposed grant of 143,621,020 Management Options to the Directors and accordingly are not eligible to vote their, in aggregate, 11,000,000 Ordinary Shares representing 6.83 per cent. of the Existing Ordinary Shares, on the Waiver Resolution.
Chief Executive Officer
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document
14 June 2019Latest time and date for receipt of completed Forms of 11.00 a.m.on 1 July 2019Proxy General Meeting 11.00 a.m.on 3 July 2019Dealings start in Issued Share Capital * 4 July 2019Admission of Non-SA Resident Vendors’ Consideration 4 July 2019Shares Approximate Admission of SA Resident Vendors’ 30 August 2019Consideration Shares
Each of the times and dates set out above and mentioned elsewhere in this Document may be subject to change at the absolute discretion of the Company.
* Excluding the 207,453,934 Consideration Shares, representing 18.06 % of the Issued Share Capital, which will be issued to the SA Resident Vendors on receipt of SARB Approval.
SHARE CAPITAL INFORMATION
Ordinary Shares in issue at the date of this Document 161,100,000 Total Consideration Shares to be issued pursuant to the Proposals 987,868,158 Consideration Shares to be issued to the Non-SA Resident Vendors 780,414,224 Consideration Shares to be issued to the SA Resident Vendors* 207,453,934 Issued Share Capital** 1,148,968,158 Consideration Shares as a percentage of the enlarged Issued Share 85.98% Capital Market Capitalisation on Admission*** £25,891,641
*Conditional on SARB Approval
**Assuming SARB Approval is granted for the issue of Consideration Shares to the SA Resident Vendors
***Based on a price of 2.75p per Ordinary Share
TRADING DATA ISIN GB00BF52QX07 TIDM CIA LEI 21380018O4YRPUEJUS57
The following definitions apply throughout this Document, unless the context requires otherwise:
“Act” the Companies Act 2006, as amended “Acquisition” the proposed acquisition of the CoalTech Group as described in this Document and pursuant to the terms of the Acquisition Agreement “Acquisition Agreement” the conditional sale and purchase agreement entered into on
16 December 2018by the Company and the Vendors setting out the terms of the Acquisition, further details of which are set out in paragraph 4 of Part I of this Document “Admission” re-admission of the Issued Share Capital, to trading on the NEX Exchange Growth Market in accordance with the NEX Exchange Rules “AIM” the AIM market operated by London Stock Exchange plc“Acquisition Resolution” the Resolution number 1 set out in the notice of General Meeting at the end of this Document which, if passed, will approve the Acquisition “Articles” or “Articles of Association” the articles of association of the Company from time to time “Board” or “Directors” the directors of the Company, whose names are set out on page 9 of this Document “Business Day” a day other than Saturday or Sunday or a public holiday in Englandand Wales“CASA” Coal Agglomeration South Africa (Pty) Ltd, a company registered in South Africawith company number 2015/439393/07, whose registered office is at 36 South Road, Mtunzini 3867, P.O. Box 201, South Africa“CoalTech Group” CoalTech Limitedand CASA, together with CoalTech’s wholly owned subsidiary, Coal Tech LLC“CoalTech” CoalTech Limited, a company registered in Englandand Waleswith company number 11368750, whose registered office is at 1 Bentinck Street, London, W1U 2EA “Coal Tech LLC” Coal Tech LLC, a company registered in the United States of America, whose registered office is at 251 Little Falls Drive, Wilmington, DE19808, USAand being a wholly owned subsidiary of CoalTech “Company” Clean Invest Africa Plc, a company registered in Englandand Waleswith company number 10967142, whose registered office is at 1 Bentinck Street, London, W1U 2EA “Completion” completion of the Acquisition Agreement in accordance with its terms “Concert Party” the members of the Concert Partyset out in paragraph 9 of Part I of this Document “Consideration Shares” 987,868,158 new Ordinary Shares to be issued to the Vendors on Completion as consideration under the Acquisition Agreement, of which 780,414,224 Consideration Shares will be issued to the Non-SA Resident Vendors and 207,453,934 Consideration Shares will, subject to SARB Approval, be issued to the SA Resident Vendors, after Admission “Document” this document and its contents “Enlarged Group” the Company and its subsidiaries immediately following Completion “Existing Directors” the directors as at the date of this Document “Existing Ordinary Shares” the 161,100,000 Ordinary Shares in issue as at the date of this Document “Form of Proxy” the form of proxy for use by Shareholders in connection with the General Meeting, which is enclosed with this Document “FCA” the United Kingdom Financial Conduct Authority “FSMA” the Financial Services and Markets Act 2000 (as amended) “General Meeting” the general meeting of the Company which is to be held at 11:00 a.m.on 3 July 2019at the offices of Peterhouse Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD, notice of which is set out on page 85 of this Document “Independent Shareholders” Each of the Shareholders other than the Directors “Issued Share Capital” the Existing Ordinary Shares together with the Consideration Shares “Lock-In Agreements” the lock-in agreements between the Company, the Persons Discharging Managerial Responsibility and Peterhouse, further details of which are set out in paragraph 8.3 of Part IV of this Document “Management Options” the options to subscribe for a total of 287,242,040 Ordinary Shares, to be granted, subject to the discretion of the Board, to certain Directors and employees of the Enlarged Group“MAR” or “Market Abuse Regulation” EU Regulation 596/2014 of the European Parliamentand the Council of 16 April 2014, as may be amended from time to time “NEX Exchange” NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA “NEX Exchange Growth Market” the primary market for unlisted securities operated by NEX “NEX Exchange Rules” the NEX Exchange Growth Market – Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Exchange Growth Market “Non-SA Resident Vendors” those shareholders of each of the Vendors who are not residents of South Africaand who will receive a total of 780,414,224 Consideration Shares on Completion, representing approximately 79.0 per cent. of the Consideration Shares “Notice of General Meeting” the notice of the General Meeting, set out on page 85 of this Document “Official List” the Official List of the UKListing Authority “Ordinary Shares” ordinary shares of £0.0025 pence each in the capital of the Company “Panel” the Panel on Takeovers and Mergers “Persons Discharging Managerial as defined in MAR, as may be amended Responsibility” from time to time, and refers to any person fulfilling such function for the Company or any of its subsidiaries from time to time and as at the date of this Document “Peterhouse” Peterhouse Capital Limited, NEX Exchange Corporate Adviser to the Company, which is authorised and regulated by the FCA“Proposals” together, the Acquisition and the Waiver “Proposed Director” Filippo Fantechi“QCA Code” the Corporate Governance Code for Small and Mid-sized Quoted Companies 2013, published in May 2013by the Quoted Companies Alliance“Relationship Agreement” the agreement dated 13 June 2019between the Company, Filippo Fantechi, Shaikh Mohamed bin Abdulla AlKhalifaand Peterhouse, details which are set out in paragraph 8.5 of Part VI of this Document “Relevant System” a computer-based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitates supplementary and incidental matters in accordance with the Uncertified Securities Regulations 2001 “Resolutions” the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting “Reverse Takeover” an acquisition which constitutes a reverse takeover for the purposes of the NEX Exchange Rules “Rule 3” Rule 3 of the Takeover Code “Rule 9” Rule 9 of the Takeover Code “SARB” the South African Reserve Bank“SARB Approval” the approval by SARB of the sale of the CoalTech and CASA shares by the SA Resident Vendors “SA Resident Vendors” those shareholders of each of the Vendors who are residents of South Africaand who, subject to SARB Approval, will receive a total of 207,453,934 Consideration Shares on Completion, and after Admission, representing approximately 21.0% of the Consideration Shares “Shareholders” the persons who are registered as the holders of Ordinary Shares from time to time “Subsidiary” as defined in the Act “Takeover Code” the City Code on Takeovers and Mergers as published by the Panel “UK” the United Kingdomof Great Britainand Northern Ireland“UK Listing Authority” the FCAacting in its capacity as the competent authority for the purposes of Part VI of FSMA “uncertificated” or “in uncertificated recorded on the register of Ordinary form” Shares as being held in uncertificated form in CREST, entitlement to which by virtue of the CREST Regulations, may be transferred by means of CREST “Vendors” the members of the Concert Party“Waiver” the waiver (further details of which are set out in paragraph 15 of Part I of this Document) of the obligations on the Concert Partyto make a general offer under Rule 9 of the Takeover Code which may arise as a consequence of the issue of the Consideration Shares to the Concert Party, granted by the Panel conditional upon the approval of the Shareholders by the passing of the Waiver Resolution “Waiver Resolution” the Resolution numbered 2 set out in the notice of General Meeting at the end of this Document which, if passed, will approve the Waiver