17 December 2018
CLEAN INVEST AFRICA PLC
("CIA" or the "Company")
Transformational Acquisition of 97.5% of CoalTech LLC for approximately £24.6m, Sale and Purchase Agreement Signed
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 10 July 2018, that the Company has now 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 SPA values the 97.5% interests at approximately £24.6m and values the entire CoalTech and CASA business at approximately £25.2m, based on the closing bid price on Friday 14 December 2018.
The consideration shall be satisfied by the issue on completion of new Ordinary shares. In February 2018 CIA invested US$500,000 in return for a 2.5% stake in both of CoalTech and CASA.
It is expected that a circular will be posted and general meeting will be held in the first quarter of 2019 to outline the details of the transaction and to seek shareholder approval for it.
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.
Simultaneously with the Transaction the Company has agreed to create an incentive pool of options (“Options”) for certain Directors and Management, of which, some or all of the Options may, subject to board approval at the time, be awarded upon completion of the Transaction. The Options will be exercisable at the closing bid price on Friday 14 December 2018, being 2.5 pence per ordinary share in CIA, and valid for a period of five years from the date of this announcement. The number of Options capable of being granted, subject to the approval of the board at the time, shall be up to 25% of the total number of shares in issue at completion of the Transaction.
Sam Preece Executive Director of Clean Invest Africa commented: "We are very pleased to have now signed definitive terms to acquire CoalTech and its South Africa business, CASA. The transaction is transformational for CIA and its shareholders. CoalTech's investment case and proprietary technology offers a novel solution to environmentally damaging waste coal fines that has wide potential across coal producing countries within Africa and beyond. The demonstrated ability to create a saleable and transportable energy product from waste is exciting. Engaging this technology in a commercially sustainable model will maximise the positive environmental impact and address a wide-spread waste and legacy contamination issue. Market appreciation for the CoalTech product has surpassed expectations and work is ongoing for deployment projects in many markets including South Africa, Germany, Poland and the United States. We look forward to providing shareholders with regular news updates as CoalTech and CASA progress in this exciting area of clean technology."
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
Sam Preece - Executive Director
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.