11 January 2019
CLEAN INVEST AFRICA PLC
("CIA" or the "Company")
Further re CoalTech Acquisition and Suspension in Share Trading Pending a Substantial Transaction
Clean Invest Africa Plc (NEX:CIA), the NEX Exchange quoted clean technology and renewable energy investment company, is pleased to announce, further to the announcement of 17 December 2018, whereby the Company has signed a binding Sales and Purchase Agreement (“SPA”) to acquire the remaining 97.5% of CoalTech LLC (“CoalTech”) and the remaining 97.5% of Coal Agglomeration South Africa (Pty) Ltd (“CASA”), that the Company does not already own, the Company is working towards completing the transaction and re-admitting itself back to the NEX Exchange Growth Market. It is expected that a general meeting circular will be posted to Company shareholders in this first quarter of 2019. Shareholders will be presented with ample information in order to decide on the merits of the proposed transaction.
At today’s bid price of 2.7 pence, the post completion value of the Company would be approximately £31m.
Using CASA’s patented technology, CASA is able to convert coal fines found in waste coal dumps and slurry lagoons into coal pellets suitable for industrial and commercial use. The coal pellets are then used for power generation and any other application to which the original coal could have been used for. The coal pellets have the required ‘green strength’ to withstand transportation, storage, moisture, produce minimal waste and retain the calorific value required for such power generation or other use. CASA currently has the capacity to process 120,000 tonnes per annum with its plant based in Witbank, near Johannesburg in South Africa.
The proposed acquisition would constitute a Reverse Takeover as defined by the NEX Exchange Growth Market – Rules for Issuers. Accordingly, trading in the Company’s ordinary shares was suspended on Thursday, 10 January 2019, and will remain suspended pending the publication of the required NEX Exchange Admission Document, (or an announcement being made by CIA that the acquisition is no longer in contemplation by CIA).
The acquisition is still subject to Completion Conditions, including, inter alia, approval of the transaction and a waiver by the Panel on Takeovers and Mergers of any requirement under Rule 9 of the Takeover Code that would otherwise arise on the Sellers (whether individually or as a concert party) to make a general offer for the Company’s ordinary shares when interested in 30% or more of the voting rights. Whilst a conditional binding Sales and Purchase Agreement has been signed, there can be no certainty that the proposed acquisition will be completed.
Noel Lyons, Non-executive Director of the Company commented: “The Company is pleased to be progressing the acquisition of CoalTech that operates in the exciting coal fines, clean energy space. CoalTech’s technology will stand the Company in good stead in the months and years ahead.”
Further announcements will be made as necessary in due course.
The Directors of the Company accept responsibility for the content of this announcement.
Clean Invest Africa PLC
Telephone: 020 3130 0674
Peterhouse Capital Limited
Telephone: 020 7220 9795
Information on CoalTech and CASA are available at: http:// www.coaltechenergy.com/
CoalTech's principal focus lies in cleaning up the toxic and environmentally damaging waste generated by coal mining. The process delivers a high quality saleable energy source, the properties of which allow it to be easily handled and transported to customers around the world. Coal fines or tailings are a wasteful by-product of the coal mining process that have a low market value, are generally expensive to dispose of, and are left in stockpiles or slurry ponds at or near mining sites. At present, vast amounts of coal discards lie in open-air lagoons as wasted by-products. It is estimated that over 30 billion metric tonnes of coal tailings are available in the top 10 coal producing countries (Source: International Energy Association). In 2012, CoalTech started a programme intended to develop a financially viable technology solution that would enable the agglomeration of a large quantity of waste coal fines, which are currently being produced and stored as waste, into commercially viable products to be sold to domestic and export markets. A test pelletizer plant was developed in South Africa, which was later converted into a pilot plant in March 2014. Following successful independent testing, undertaken by Bureau Veritas, the shareholders took the decision to further invest in research and development, and fabricate a modular industrial-size pelletizer plant. This plant has been tested and is now operating commercially in South Africa. Through extensive research and development, CoalTech has devised a method of converting coal fines into cost efficient, durable pellets by which the coal fines are bound together in the pelletizer plant using a proprietary chemically-formulated organic binder. Overcoming problems experienced by traditional processes, their heat-resistant binder can be used on a large commercial and industrial scale, with significant cost benefits resulting from the avoidance of storage and handling costs, and by producing usable coal pellets from waste materials with equal calorific value as the coal it came from. CoalTech has also engaged Sedgmans, a leading engineering company in minerals processing and service provider to the resources sector, to develop phase two of the pelletising plants which are now at the pre-production phase with completion expected in quarter four, 2018. CoalTech's ambition is to become established as the world's pre-eminent clean technology solution of waste coal fines which can provide coal mines and coal utilisation sites, such as power stations, with on-site remediation of a long-term and challenging environmental issue within the industry.