Requisition of EGM for Leaf Clean Energy Company

6 March 2014 Crystal Amber Fund Limited ("the Company" or "Crystal Amber") Crystal Amber, a 10% shareholder in Leaf Clean Energy Company (`Leaf'), to requisition an Extraordinary General Meeting of Leaf to change Board and investment strategy Reason for calling the EGM Since Crystal Amber acquired its shareholding in Leaf in October 2013, it has attempted to engage constructively with the Board of Leaf to explore ways to enhance shareholder value. It is Crystal Amber's view that the Board has not adequately addressed three key issues: visibility of the underlying values of Leaf's investments, the current scale of annual running costs of Leaf, and its share price, which as at close of business on 5 March 2014 (49p) traded at a 47 per cent discount to the last reported net asset value of 93.80p on 30 June 2013. Leaf's track record In July 2007, Leaf raised $386 million (after expenses of approximately $13 million) at IPO. Between 2009 and 2012, Leaf purchased 71.3 million of its own shares at a cost of $79.3 million. Adjusting for these market purchases would reduce the net amount originally invested at IPO to $306.7 million. At 30 June 2013, net assets were $183.7 million. At 30 June 2013, accumulated retained losses were $123 million, which represents a 40.1 per cent fall in net assets from IPO, after adjusting for the share buybacks. Leaf reports in US dollars. Accordingly, in sterling terms the decline in net asset value has been less pronounced as a result of the appreciation in the US Dollar relative to sterling. However, as most of Leaf's portfolio is concentrated in the US, it is the performance in US dollars on which the Board of Leaf should be judged. In the year to 30 June 2013, Leaf's administrative expenses were $5.17 million (2012 - $5.49 million). These expenses include payments to the directors, which comprise one executive and three non-executive directors, of $1.17 million in the year to 30 June 2013 (2012 - $1.25 million). In the year to 30 June 2013, Bran Keogh, Leaf's Chief Executive, earned $750,000, which included a cash bonus of $350,000, and Peter Tom, Leaf's Chairman, earned $200,000, in both cases the same as in the year to 30 June 2012. Crystal Amber notes that the only two directors on the Remuneration Committee are Peter Tom and Bran Keogh. Leaf's issued share capital comprises approximately 128.7 million shares. The board of Leaf owns, in aggregate, 817,500 shares, which is less than one per cent of Leaf's equity. Crystal Amber's dialogue with the Board of Leaf In October 2013, Crystal Amber acquired 8.7 per cent of Leaf's issued share capital from two independent institutions. In the following week, Crystal Amber made market purchases to increase its shareholding to 10 per cent. On 14 November, 2013, Crystal Amber met with the Chairman and the Chief Executive of Leaf. On 2 December 2013, Crystal Amber wrote to the Chairman of Leaf setting out its concerns relating to the scale of the share price discount to net asset value and identified two issues, which in its view, needed to be solved. Firstly, using discounted future cash flow forecasts to value businesses which are currently not cash generative is a wholly assumptions based approach reliant upon estimates of future cash flows. No information on revenues or earnings is provided which would enable market participants to have greater visibility as to the current financial position of each underlying investment. The second issue is that of mthe scale of Leaf's annual running costs. Crystal Amber also stated that it was baffled by the scale of running costs, given all but three of Leaf's investments are passive. Crystal Amber subsequently met with the Chief Executive of Leaf on 12 December 2013. In January 2014, the Chairman wrote to Crystal Amber stating that the Board of Leaf is `not happy about the current discount to NAV' and `it is an issue which we have in the front of our minds'. Regarding the scale of running costs, the Chairman stated `you should be reassured that the Board continues to be focussed on cost reduction'. On 31 January 2014, Crystal Amber responded stating that in its assessment Leaf should be placed into an orderly run off mode and that Bran Keogh, the Chief Executive should stand down following a three month handover period. Crystal Amber suggested a replacement for the Board's earliest consideration: Mark Lerdal, who has an enviable track record in the renewable energy and sustainable technology space. For the last five years, Mark Lerdal has been a partner in MP2 Capital, LLC, which develops, finances operates distributed generation and small-scale utility solar projects throughout North America. He is also a non-executive director of Trading Emissions plc and Onsite Energy Corp. He has been involved in the energy industry for thirty years as an operating executive, investor and attorney. On 13 February 2014, the Chairman's response was that `we continue as a Board to keep both strategy and execution under close review and remain focussed on the delivery of both' and that he would be happy to meet with Crystal Amber at the end of March 2014. Crystal Amber believes that the current board is not acting in the best interests of the shareholders of Leaf as a whole and following the above responses feels that it has no alternative but to requisition an Extraordinary General Meeting of Leaf in order to seek to address the issues that Crystal Amber has identified. A requisition notice will be lodged at the registered office of Leaf in the Cayman Islands later today. Resolutions to be proposed at the Extraordinary General Meeting Crystal Amber is proposing that Leaf be placed into orderly run off and that Mark Lerdal be given the responsibility of realising Leaf's investment portfolio in a timely manner and returning the net assets to shareholders. It is proposed that Mark Lerdal is paid a base salary of $250,000 per annum together with an increasing incentive fee based on the amount of cash returned to shareholders per share. Crystal Amber is also proposing that Stephen Coe is appointed as a non-executive director of the Company, at an annual fee of $70,000. Stephen Coe is a chartered accountant. After leaving Price Waterhouse in 1997, he worked in the fiduciary services industry with Bachmann Group and Investec Trust (Guernsey) Limited. He became self-employed in August 2006 providing services to financial services clients and is a director of a number of listed and unlisted investment funds and offshore companies including Raven Russia Limited, European Real Estate Investment Trust Limited, South African Property Opportunities PLC, Weiss Korean Opportunities Fund Limited and Trinity Capital PLC (and serves as Chairman of the Audit Committee for these companies). The resolutions are as follows: A. To Replace Directors of the Company Pursuant to Article 142 of the Articles: 1. to consider, and if thought fit, pass an ordinary resolution to remove Bran Keogh as a director with immediate effect; 2. to consider, and if thought fit, pass an ordinary resolution to remove Peter Tom as a director with immediate effect; 3. to consider, and if thought fit, pass an ordinary resolution to appoint Mark Lerdal as a director with immediate effect; and 4. to consider and if thought fit, pass an ordinary resolution to appoint Stephen Coe as a director with immediate effect. B. Amendment of the Investment Policy of the Company To consider, and if thought fit, pass an ordinary resolution to amend the investment policy of the Company to the following: "to carry out an orderly realisation of the Company's investments in a timely manner and to distribute the net proceeds to the Members (subject always to the Company's working capital requirements and the Company's ability to make further investments if such investments are required in order to protect or enhance the value of any of the Company's existing investments)". C. Amend the Articles and Approve Director Remuneration 1. Pursuant to Article 85.2 of the Articles, to consider, and if thought fit, pass a special resolution to replace Article 184 of the Articles with the following new Article 184: "The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, save that the Members by Ordinary Resolution may determine the remuneration of Mark Lerdal and Stephen Coe provided that in the absence of any such Ordinary Resolution the Directors shall determine the remuneration of Mark Lerdal and Stephen Coe. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.". 2. If the resolution at C). 1 above is passed, to consider, and if thought fit, pass an ordinary resolution to approve the remuneration packages of Mark Lerdal and Stephen Coe, which will be set out in the appendix to the notice. For further enquiries please contact: Crystal Amber Advisers (UK) LLP - Investment Adviser Richard Bernstein Tel: 020 7478 9080 Crystal Amber Fund Limited William Collins (Chairman) Tel: 01481 716 000 Sanlam Securities UK Limited - Nominated Adviser David Worlidge/Simon Clements Tel: 020 7628 2200 Numis Securities Limited - Broker Nathan Brown/Hugh Jonathan Tel: 020 7260 1426
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