Clean Invest Africa Plc - GM Notice re CoalTech Acquisition PR Newswire

14 June 2019

Clean Invest Africa plc
("CIA" or the "Company")

General Meeting re
Proposed acquisition of CoalTech Limited and Coal Agglomeration South Africa (Pty) Ltd
(“CoalTech Group”)

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 3 July 2019 at 11 a.m., at the offices of Peterhouse Capital Limited, New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD.

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 4 July 2019, subject to the General Meeting approvals. The application is further to the announcement of 11 January 2019, and the signing of a binding Sales and Purchase Agreement (“SPA”) to acquire the remaining 97.5% of CoalTech Limited (“CoalTech”) and the remaining 97.5% of Coal Agglomeration South Africa (Pty) Ltd (“CASA”), that the Company does not already own.

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 2.75 pence in accordance with the terms of the Acquisition Agreement. Of the Consideration Shares, 780,414,224 Consideration Shares, which will represent approximately 67.92% of the Issued Share Capital of the Company, will be allotted to the Non-SA Resident Vendors on Admission. The remaining 207,453,934 Consideration Shares, which will represent approximately 18.06% of the Issued Share Capital, will be allotted to the SA Resident Vendors, following receipt of SARB Approval for the sale of the SA Resident Vendor’s shares in the CoalTech Group to the Company. Admission of the SA Resident Vendors’ Consideration Shares is expected to take place in early August 2019.

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 Concert Party. Resolution 2 will be taken on a poll.  The issue of the Consideration Shares and exercise of the Management Options would ordinarily trigger an obligation of the Concert Party to make an offer for the Company in accordance with Rule 9 of the Takeover Code. Following allotment and issue of the Consideration Shares to the Non-SA Resident Vendors, the Concert Party will hold 780,414,224 Ordinary Shares, representing approximately 82.89 per cent. of the then Issued Share Capital. On the receipt of SARB Approval, the SA Resident Vendors will be issued with 207,453,934 Consideration Shares, representing approximately 18.06 per cent. of the Issued Share Capital, at which point the total Consideration Shares will represent 85.98 per cent. of the Issued Share Capital. Assuming that members of the Concert Party exercise all of their 143,621,020 Management Options, the Concert Party will own in aggregate 1,131,489,178 Ordinary Shares representing approximately 87.54 per cent. of the enlarged issued share capital of the Company, assuming no other shares are issued.

The Panel has agreed, however, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Consideration Shares and the exercise of Management Options by any member of the Concert Party, subject to the approval of the Independent Shareholders.

A Proposed Directors of the Company at Admission will be join the Board, together with the Existing Directors:

Filippo Fantechi, Non-executive Chairman (aged 54)

Based in Bahrain, Filippo is the President of CoalTech Limited and major owner and CEO of the Contax Group  of Companies. He has over 20 years of business development, project management, sales management, business start-up and market strategy experience in the Middle East, Europe and Russia. Filippo has a strong background in the energy, utility and construction sectors. Former experience includes commercial responsibilities in the GCC region for two large Italian construction companies and overall management responsibilities for a leading Engineering and Construction company.

Filippo has a Phd in Civil Engineering from the University of Florence, Italy and a Masters in Project Management from Sinnea Business School, Bologna/Zurich.

Directors’ Interests

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 Contax Partners Inc. (Filippo Fantechi – 51.22%; Cristina Villani – 24.39%; Lorenzo Francesco Fantechi – 24.39%).

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.

ENQUIRIES:

Company
Clean Invest Africa PLC
Noel Lyons/Paul Ryan
Telephone: +44 7912 514 809/ +32 475 754 148

Corporate Adviser
Peterhouse Capital Limited
Guy Miller/Mark Anwyl

Telephone: 020 7220 9795

LETTER FROM THE CHIEF EXECUTIVE OFFICER

CLEAN INVEST AFRICA PLC

(Incorporated in England and Wales under the Companies Act 2006 with registration number 10967142)

To all Shareholders

Dear Shareholder

Proposed acquisition of CoalTech Limited and Coal Agglomeration South Africa (Pty) Ltd

Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers

And Notice of General Meeting

Introduction

I am writing to invite you to the General Meeting of the Company to be held at the offices of Peterhouse Capital Limited, New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD on 3 July 2019 at 11 a.m. The notice of the General Meeting is set out at the end of this Document.

On 16 December 2018, the Company entered into a binding sale and purchase agreement to conditionally acquire 97.5% of CoalTech and 97.5% of CASA. The Company already owns the remaining shares in both CoalTech and CASA (each equating to 2.5% of the share capital of both CoalTech and CASA). The consideration for the Acquisition amounts to approximately £27.16m and will be satisfied by the allotment of the Consideration Shares to the Vendors.

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 14 November 2017, having raised net funds of approximately £560,000. The Company was admitted as an Investment Vehicle for the purpose of identifying investment opportunities and acquisitions in renewable and clean energy projects/companies or alternative technologies that are used in a socially and environmentally responsible way that will aid the development of the African continent.

On 12 February 2018, the Company announced an initial investment of US$500,000 in the CoalTech Group and on 17 December 2018 the Company announced that it had conditionally agreed to acquire the remaining shares in the CoalTech Group that the Company does not already own. On 10 January 2019, trading in the Ordinary Shares was suspended and would remain suspended pending the publication of this Document. The Directors believe that the Acquisition falls within the Company’s stated investment strategy that provides Shareholders with an African-based operating business, producing coal pellets in an environmentally compliant manner.

                         Summary Information on the CoalTech Group

In 2016 Noel Lyons met with the two principal shareholders of the CoalTech Group, namely Filippo Fantechi, the Proposed Director, and director of Bahrain Energy Services WLL and Contax Partners Inc., and Shaikh Mohammed Abdulla Khalifa AlKhalifa of Bahrain Energy Services WLL. After conducting initial due diligence on the CASA technology, that an investment in the CoalTech Group could potentially lead to capital gains and profitability for the Company, whilst cleaning up of coal discards that lie in dumps or in open-air lagoons as wasted by-products of traditional coal extraction processes.

The CoalTech Group is engaged in agglomerating coal fines into coal pellets through the commercialisation of its proprietary binding technology, using, amongst other things, heat and chemical processes. For mining companies the coal fine discards reflect production losses, increased inefficiencies, storage and maintenance costs, end of life financial commitments, and as well as posing considerable environmental challenges. The CoalTech Group has built a coal fines processing plant in Witbank, Province of Mpumalanga, South Africa, that

commenced production in November 2018. The plant was built as a pilot plant at a cost of approximate US$ 2,000,000, and with approximately US$4,000,000 spent on research & development and other related costs. Commercial sales and maximum production of approximately 6,000 tonnes of coal pellets per month has quickly built up the proof of concept. The technology has been successful and the CoalTech Group is now in the process of setting up its operations in various target markets by establishing joint ventures with local partners, commencing in South Africa.

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 CoalTech Group will offset the environmental impact that results in dust release, acid drainage, spontaneous combustion, amongst other environmental damage caused by the coal fines.  

Further information on the CoalTech Group is set out below and in Part III and Part IV of this Document.

                         Principle terms of the Acquisition Agreement

On 16 December 2018 the Company entered into the Acquisition Agreement with the Vendors to acquire the shares of the CoalTech Group not already owned by the Company. The Acquisition is conditional, inter alia, on the Waiver Resolution be approved by the Shareholders on a poll.

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 2.75 pence per share, in accordance with the terms of the Acquisition Agreement. Of the Consideration Shares, 780,414,224 Consideration Shares, which will represent approximately 67.92% of the Issued Share Capital of the Company, will be allotted to the Non-SA Resident Vendors on Completion. The remaining 207,453,934 Consideration Shares, which will represent approximately 18.06% of the Issued Share Capital, will be allotted to the SA Resident Vendors, following receipt of SARB Approval for the sale of the SA Resident Vendors shares in the CoalTech Group to the Company.

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 CoalTech Group to the Company.

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 CoalTech Group management and conditional upon the Resolutions being approved, Filippo Fantechi will be appointed to the board as Non-Executive Chairman.

                         Future Strategy and Prospects of the Enlarged Group

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

Directors

Samuel Toby Preece, Executive Director (aged 43)

Samuel has over 20 years of environmental consulting experience, having completed over 1,500 projects in Europe, Asia, Australia, Middle East, Canada, USA and South America as well as across Africa.

Samuel has overseen the technical evaluation and permitting of alternative energy projects across the UK, Ireland, Europe and Africa.   These projects include a wide range of energy technologies including on and offshore wind, solar, tidal, hydroelectric, geothermal, ground source heat pumps, pumped storage, waste to energy, anaerobic biodigestion, and gas to power, in a number of applications.

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 UK and Ireland’s environment business line of AECOM, a business that had revenues of approximately US$17.4 billion in the fiscal year to 2016. In this role at AECOM, Sam advised national and multinational clients on the technical feasibility and licencing and permitting of their energy, technology and land asset projects. These projects include energy projects across Africa.

Samuel has access to a network of environmental and energy technical experts located across Africa with local knowledge and technical expertise. 

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 Lyons, Non-Executive Director (aged 54)

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, Kentz Corporation Plc and Oilinvest International, and has worked in diverse locations such as Africa and The Middle East.

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.

Paul Ryan, Non-Executive Director (aged 51)

Mr Ryan has 20 years of strategy transactional, commercial and regulatory experience including with international blue chip entities, during which he has been involved in transactions with a value in excess of US$10 billion.

Mr Ryan has over 20 years’ experience including at board level. From 2002 to 2013, he held a variety of board positions with leading mobile operator Vodafone and its operating subsidiaries, including Head of Strategy, Regulatory and Political Affairs in Brussels and Director of Strategy and External Affairs for Vodafone Ireland and Vodafone Ghana. Prior to this, he worked as a management consultant in the European telecoms sector, served as a strategic adviser at Ofcom, the UK’s communication industry regulator, and was a solicitor at leading international City law firm Ashurst. He acts as an adviser, primarily on strategy and public policy, to a range of clients including FTSE100 and Fortune 500 companies largely in the ICT space. Mr Ryan is qualified as a solicitor in England and Wales (currently not practising) and graduated from Trinity College, Dublin, Ireland.

Proposed Director

It is proposed that Filippo Fantechi will be appointed to the Board as Non-executive Chairman on Admission.

Filippo Fantechi, Non-executive Chairman (aged 54)

Based in Bahrain, Filippo is the President of CoalTech Limited and major owner and CEO of the Contax Group of Companies. He has over 20 years of business development, project management, sales management, business start-up and market strategy experience in the Middle East, Europe and Russia. Filippo has a strong background in the energy, utility and construction sectors. Former experience includes commercial responsibilities in the GCC region for two large Italian construction companies and overall management responsibilities for a leading Engineering and Construction company.

Filippo has a Phd in Civil Engineering from the University of Florence, Italy and a Masters in Project Management from Sinnea Business School, Bologna/Zurich.

Grant of Management Options to the Proposed Director, the Directors and certain management and investors of the Enlarged Group

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 Enlarged Group must have an effective remuneration strategy. The Directors and Proposed Director consider that an important part of this remuneration strategy is the ability to award equity incentives and, in particular, share options. The Company will therefore grant 71,810,510 Management Options to Shaikh Mohamed Abdulla Khalifa AlKhalifa and 71,810,510 Management Options to Contax Partners Inc., conditional upon Admission. The Company will grant a further 143,621,020 Management Options to the Directors of the Company on Admission. The total 287,242,040 Management Options, that the Company will have the ability to grant, will represent up to 25 per cent. of the Issued Share Capital of the Company, including the issue to the SA Resident Vendors.

The Management Options (save for those to be granted to Shaikh Mohamed Abdulla Khalifa AlKhalifa) are subject to the Lock-In Agreements, for which, details are contained in paragraph 8.3 of Part IV of this Document.

                         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 Concert Party will hold 780,414,224 Ordinary Shares, representing approximately 82.89 per cent. of the then Issued Share Capital. On the receipt of SARB Approval, the SA Resident Vendors will be issued with 207,453,934 Consideration Shares, representing approximately 18.06 per cent. of the Issued Share Capital, at which point the total Consideration Shares will represent 85.98 per cent. of the Issued Share Capital.  Assuming that members of the Concert Party exercise all of their 143,621,020 Management Options, the Concert Party will own in aggregate 1,131,489,178 Ordinary Shares representing approximately 87.54 per cent. of the enlarged issued share capital of the Company, assuming no other shares are issued.

The members of the Concert Party do not currently hold any Ordinary Shares. The issue of the Consideration Shares and exercise of the Management Options would therefore trigger an obligation of the Concert Party to make an offer for the Company in accordance with Rule 9 of the Takeover Code. The Panel has agreed, however, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Consideration Shares and the exercise of Management Options by any member of the Concert Party, subject to the approval of the Independent Shareholders, all of whom are independent of the Concert Party. Accordingly, Resolution 2 is being proposed at the General Meeting and will be taken on a poll.

For so long as the Concert Party hold more than 50 per cent. of the Company’s voting share capital and its members are deemed to be acting in concert by the Panel, they may increase their aggregate interests in the Ordinary Shares in the Company without incurring any obligation under Rule 9 to make a general offer for the remaining shares, although individual members of the Concert Party would not be able to increase their percentage interest in the Ordinary Shares of the Company through, or between, a Rule 9 threshold without the consent of the Panel.

                 Information on the Concert Party

The Concert Party comprises the following Vendors of CoalTech Group who are presumed to be acting in concert under the Takeover Code:


   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



Shaikh Mohamed Abdulla Khalifa AlKhalifa

Based in the Kingdom of Bahrain and Member of the Bahraini Royal Family, Shaikh Mohamed is a Director Chairman of the Board and a majority owner of iCAP Middle East W.L.L., NCR (Bahrain) W.L.L., Bahrain Energy Services W.L.L. (BES). He is also a director and shareholder of CASA and CoalTech. He is also the Chairman of the Board of UBM AEM (formerly Arabian Exhibition Management W.L.L.) which recently became part of Informa PLC, a leading B2B information services group and the largest B2B Events organiser in the world. He is responsible for investment opportunities and has an extensive network of contacts which supports the development of the CoalTech Group business, including professional firms and investment bankers.

Contax Partners Inc.

Contax Partners Inc is regionally renowned for its expertise in energy projects and related infrastructure. The strategic advice that Contax Partners offers in the Middle East and Africa includes: market intelligence, end-to-end service, consulting and capital expenditure.

Contax Partners Inc. is owned by the Proposed Director, Filippo Fantechi, and members of his family (Filippo Fantechi – 51.22%; Cristina Villani – 24.39%; Lorenzo Francesco Fantechi – 24.39%). Further information about Filippo Fantechi is set out in paragraph 6 of this Part I.

 Wendy Ann Reithofer

Based in Dubai, Wendy is the Vice President, Corporate Affairs of CoalTech Limited and former Chief Operating Officer of Contax Partners Inc. She has over 25 years’ experience in finance and operations within the Middle East, India, Europe and North America. Former experience includes finance and administration for a real estate investment and development company in the UAE, consulting for gas utilities in the UAE, and financial administration and corporate restructuring for a multi-utility in Canada/US.

Ann Marie Carbery-Antoun

Based in Dubai, Ann-Marie has over 10 years of strategy development and implementation, project management, corporate transformation, risk management, EPC contracting and procurement experience within the Middle East, Africa and Europe. Ann-Marie has a strong background in the energy, utility and construction sectors. Former experience includes working as a strategy consultant for Accenture, particularly with International Oil Company (IOC) and National Oil Company NOC (NOC) clients in the UK, Holland, Kuwait, UAE, Oman, Syria and Qatar. Ann-Marie has a PhD in Developmental Biology from the University of Manchester, England and has been part of Contax Partners since 2008.

Jan Batist De Wachter

Jean Batist is the Global HR and Administration Manager of AMI Worldwide as well as a director of Bchange Group Pte Ltd, a Singaporean based consulting company with over 30 years’ experience in all facets of Human Resources and Organisation Psychology.

Lee Song Liat (Daniel Lee Chern Kang)

Daniel is the Managing Director since 1994 of Cityneon Middle East W.L.L. which organizes fairs and exhibitions and is located in Bahrain.

Stephen Christopher Key

Stephen has spent the last 30 years in Bahrain as General Manager of Arabian Exhibition Management, which has recently been acquired by Informa Plc, where he now works as a consultant.

Tariq Abdalla Abdulaziz AlBassam

Tariq AlBassam is a Saudi based entrepreneur with a degree in mechanical and marine engineering. AlBassam is from a prominent business trading family, which traces its commercial lineage to a trading company

established in Calcutta, India, 180 years ago called General Trading & Equipment Company.  General Trading & Equipment Company later moved its headquarters to Bombay, with trading companies’ offices in Basra, Kuwait, Bahrain, and Beirut. It is currently headquartered in Saudi Arabia.

Tariq AlBassam has 45 years of commercial experience creating and managing diverse commercially, industrially, and technologically innovative enterprises from inception to maturity. His experience covers a wide spectrum of industries including ship ownership and operation, construction and industrial equipment marketing and distribution, tele and data communications (establishing the first X.25 network in the Middle East) and finance and real estate development. In addition, AlBassam serves on the board of a publicly traded Saudi Insurance company and other privately held companies and start-up ventures.

Leon Johan Swanepoel

Based in South Africa, Leon is the mastermind behind the invention of the binder and agglomeration process. He is currently the VP for Research and Development of CoalTech and CASA.

Leon is responsible for operation set up and continued research and development of the technology. He is experienced in the coal industry in South Africa, and has been concentrating on various ways of processing and value-adding coal fines.

Jeremy William Nottingham

Based in South Africa, Jeremy is the former VP Commercial of CASA and CoalTech Limited. His expertise lies within his understanding of local rules and regulations and matters relating to contracts and patents. Prior to joining CoalTech, he was an aluminium specialist with over 20 years of project development and operational experience in Africa, the Middle East, and Asia.

Michael McNeil

Based in South Africa, Mike is the former VP Engineering of CASA, and is a seasoned professional who has been responsible for overseeing the design, engineering development and construction of the first 10,000 tpm industrial plant situated in Bulpan, Witbank, Province of Mpumalanga, South Africa.

                 Intentions of the Concert Party

Save for the appointment of the Proposed Director, no member of the Concert Party is currently proposing any changes to the Board. The members of the Concert Party have confirmed their intention that, following any increase in their holdings of Ordinary Shares as a result of the issue to them of the Consideration Shares, upon the exercise by them of Management Options held by them on approval of the Waiver Resolution, the combined business of the Company and CoalTech Group would continue in substantially the same manner as the business of the Company and CoalTech Group immediately prior to passing of the Waiver Resolution. The members of the Concert Party have no intention of relocating the business or redeploying the combined fixed assets of the Company and the CoalTech Group.  The members of the Concert Party are not restricted from making an offer for the Company.

The Concert Party intends to maintain the Company’s admission to trading on the NEX Exchange Growth Market. Apart from the Directors, the Company has no employees and therefore the Acquisition has no employment rights implications and there will be no material changes whatsoever in respect of the balance of skills and functions of employment and management, for which, none are employed, apart from the Directors. The Company does not operate any pension schemes and has no research and development facilities. Following Completion, the Concert Party intents to implement the CoalTech Group’s operations as outlined in Part III of the Document.

                 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 Peterhouse, subject to certain exceptions as permitted by the NEX Exchange Rules, not to dispose of or transfer any of their respective interests in the Ordinary Shares, for a period of 12 months from Admission.

In order to ensure that there is an orderly market in the Ordinary Shares following Admission,  Contax Partners Inc. (Filippo Fantechi – 51.22%; Cristina Villani – 24.39%; Lorenzo Francesco Fantechi – 24.39%) and Shaikh Mohamed Abdulla Khalifa AlKhalifa, who will be interested in aggregate 548,563,480  Ordinary Shares, have agreed with Peterhouse to make 45,000,000 Ordinary Shares available for sale as may be required from time to time to satisfy market demand.

Further details of such undertakings are contained in paragraph 8.3 of Part IV of this Document.

                 Corporate Governance

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 Noel Lyons as chairperson, with Samuel Preece and Filippo Fantechi as members. The remuneration committee will be chaired by Paul Ryan, with Filippo Fantechi and Noel Lyons as a member. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Enlarged Group is properly measured and reported on. The remuneration committee will review the performance of the executive Director and the Non-Executive Chairman and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time.

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 4 July 2019.

                 CREST

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.

                 General Meeting

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 Concert Party (as defined in this Document) to make a general offer to Shareholders which obligation might otherwise have arisen as a result of the issue to the members of the Concert Party of, in aggregate, 987,868,158 Consideration Shares and 143,621,020 Ordinary Shares pursuant to the exercise of Management Options, as a result of which the Concert Party will own in aggregate up to 87.54 per cent. of the Issued Share Capital assuming exercise of all of the Concert Party Management Options.

                 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 Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, by not later than 11 a.m. on 1 July 2019. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

                 Further Information

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.

                 Recommendation

The Directors, who have been so advised by Peterhouse, believe that the Proposals are fair and reasonable and in the best interests of the Company and Shareholders as a whole. In providing advice to the Directors, Peterhouse has taken into account the Directors’ commercial assessments.

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.

Your sincerely

Samuel Preece

Chief Executive Officer

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Publication of this Document                                        14 June 2019

Latest time and date for receipt of completed Forms of 11.00 a.m. on 1 July 2019
Proxy

General Meeting                                        11.00 a.m. on 3 July 2019

Dealings start in Issued Share Capital *                             4 July 2019

Admission of Non-SA Resident Vendors’ Consideration                  4 July 2019
Shares

Approximate Admission of SA Resident Vendors’                     30 August 2019
Consideration 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



DEFINITIONS

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
                                        2018 by 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 England and Wales

“CASA”                                  Coal Agglomeration South Africa (Pty)
                                        Ltd, a company registered in South
                                        Africa with company number
                                        2015/439393/07, whose registered office
                                        is at 36 South Road, Mtunzini 3867, P.O.
                                        Box 201, South Africa

“CoalTech Group”                        CoalTech Limited and CASA, together with
                                        CoalTech’s wholly owned subsidiary, Coal
                                        Tech LLC

“CoalTech”                              CoalTech Limited, a company registered
                                        in England and Wales with 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, DE 19808, USA and
                                        being a wholly owned subsidiary of
                                        CoalTech

“Company”                               Clean Invest Africa Plc, a company
                                        registered in England and Wales with
                                        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 Party set 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
                                        2019 at 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
                                        Parliament and 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
                                        Africa and 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 UK Listing
                                        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 2013 by the Quoted
                                        Companies Alliance

“Relationship Agreement”                the agreement dated 13 June 2019 between
                                        the Company, Filippo Fantechi, Shaikh
                                        Mohamed bin Abdulla AlKhalifa and
                                        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
                                        Africa and 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 Kingdom of Great Britain and
                                        Northern Ireland

“UK Listing Authority”                  the FCA acting 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 Party to 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