Acquisition

Ethanol Investments PLC 24 April 2008 Ethanol Investments plc ('EI' or 'the Company') Creation of a major new cleantech activist shareholding group. Proposed acquisition of portfolio of cleantech investments. Proposed change of name Proposed share consolidation Further to the announcement of 18 December 2007, Ethanol Investments plc ('EI' or 'the Company'), is pleased to announce today a series of major corporate moves that are intended to transform the Company into a significant investment force within the international cleantech and renewable energy sector. Subject to shareholder approval, it is proposed to; * acquire a portfolio of minority stakes in a number of pre-IPO and small-cap public companies within the renewable, clean technology and related industries; * restructure the Board of the Company, with the appointment of a new Chairman and several new Non-Executive Directors * change the name of the Company to Evergreen Securities plc; * form a new Advisory Board to provide deal origination, consultancy and advisory services, and * undertake a capital reorganization which will involve the consolidation of the existing ordinary share capital of the Company on the basis of 1 new ordinary share of 1.25p ('New Ordinary Shares') for every existing 500 ordinary shares of 0.0025p each (the 'Consolidation') In addition to these moves, EI also announces that it has raised approximately £0.42 million by way of a placing of new Ordinary Shares of 1.25p each ('New Ordinary Shares') at 105p per share, to provide additional working capital for the Company. Peter Greensmith, the Chief Executive Officer of EI, said; 'The proposed acquisitions and corporate changes announced today are intended to provide the platform for the creation of a major new activist shareholder group, focusing on the European renewable and cleantech sectors. It is the intention of the new Board to make further selective investments in the near future, initialing focusing on assets or companies in the public or pre-IPO arena, where it feels it can add value or engender the realization of that value in the short to medium term'. For further information: Ethanol Investments plc Peter Greensmith, Chief Executive Tel: +44 (0) 20 7877 5040 Seymour Pierce Ltd Nominated Advisor & Broker Jonathan Wright/Matthew Thomas Tel: +44 (0) 20 7107 8000 Introduction Your Board is pleased to announce that terms have been agreed for the Company to make a number of acquisitions, as described below, (the 'Acquisitions') for an aggregate consideration of £10.4 million, to be satisfied by the payment of £50,000 in cash and the issue of 8,443,407 New Ordinary Shares and £1,222,054 in nominal value of convertible loan notes. Under the AIM Rules, each of the Acquisitions is a reverse takeover and, as such, is conditional, inter alia, on the approval of shareholders of the Company at the General Meeting of the Company ('General Meeting') to be held on 19 May 2008. An admission document containing full details of the Acquisitions is being sent to shareholders today. It is also proposed that, from Admission, the Company's name will be changed to 'Evergreen Securities plc' and a resolution to this effect will be proposed at the General Meeting. Investing Strategy Under the AIM Rules for Companies, the Company is and, following Admission, will continue to be treated as an investing company. As such, the Company is required to have an investing strategy. The current investing strategy of the Company is not considered to be suitable for the proposed activities of the Company following Admission. Accordingly, the Company proposes to adopt the following investing strategy, with effect from Admission: 'The Company's strategy is to acquire holdings in clean and renewable energy and /or technology companies and/or assets and/or projects, primarily in Europe, North America and Australasia where such a transaction has the potential to create value for Shareholders. The Company is primarily seeking to acquire interests in clean and renewable energy and/or technology companies and/or assets and/or projects, including but without limitations, those relating to energy efficiency and alternative energy sources including renewable energy, biofuels, water treatment and management, waste management and resource recovery, industrial process advances and emission reduction technologies. In addition, where potential exists for short-term valuation enhancement, the Company would not discount taking up investment opportunities in other sectors, although it is envisaged that any investments made outside the Company's core clean and renewable energy and/or technology focus will remain opportunistic in nature and constitute a minority of the Company's net asset value at any one time. The Company's investments may be achieved and structured through partnerships, joint venture arrangements or acquisitions of whole or part of a business, a company or a project. Investments may take the form of equity, joint venture debt, convertible instruments, contractual joint ventures, licence rights or other financial instruments as the Directors deem appropriate. The Company, within its core areas of focus, will seek to exploit the investment opportunity represented both by publicly traded securities and by companies within the 'pre-flotation' arena, with a view to arbitraging differences in public and private company valuations. The Company believes that a large number of private companies can be successfully prepared for flotation or sale by investing time, financial and commercial expertise and other resources. In addition, the Company's management believes that current volatility in the stock market (especially AIM) and the increasing costs and regulation of being a public company will reduce market appetite for smaller IPOs in the short term. To the extent that this causes companies to delay seeking a flotation, it increases the number of opportunities for the Company to offer substantial pre-flotation investment and guidance. Given the disproportionately early-stage and micro-cap nature of the majority of aspiring flotation candidates in the clean and renewable energy and/or technology sectors, the Company believes that this area of focus offers substantial investment potential. The Company intends to be an active rather than a passive investor wherever possible and will typically look for Board or Board 'observer' representation on most of its investments. It intends to adopt a flexible approach to the size of and percentage held in each investment, and will primarily focus upon taking positions sufficient for the Company to maximize its influence and to drive short-to-medium term value creation. The investments held by the Company will not be limited to a specific number and the Board intends to maintain a wide spread of investments in its chosen market sectors. The directors and proposed directors of the Company believe that their and the Group's management and advisory team's broad collective experience in the areas of acquisitions, consultancy, corporate and financial management, will assist them in the identification and evaluation of suitable opportunities and help to deliver its value-enhancing objectives.' Information on the Acquisitions The assets to be acquired comprise minority stakes in the following companies: Cleantech Group LLC ('Cleantech') (www.cleantech.com) Cleantech connects venture, corporate and institutional investors with clean technology entrepreneurs, through related information products and advisory services, an executive search division and a listed cleantech index. The Cleantech Venture Network which originally defined and introduced cleantech as an investment category in 2002, is now the Cleantech group, spanning a series of businesses which have helped transform cleantech from a niche category into a significant business opportunity. The company's activities share a common mission: to provide insight, business opportunities and relationships that catalyze the growth of cleantech markets globally. It encompasses a membership organization of 8,000 qualified cleantech investors, 9,500 companies and professional services organizations worldwide and a core group of 1,300 elite members with assets exceeding $6 trillion. The roster includes venture capital firms, investment banks, limited partners, governments and major corporations via offices in North America, Europe, China and India. The company, via its wholly owned subsidiary Evergreen Securities Limited ('Evergreen'), proposes to acquire 60,000 Series A Units and 13,800 Series A-1 Units in Cleantech, representing, in aggregate, approximately 9.74 per cent. of the current issued units in Cleantech, for an aggregate consideration of £1,498,818.16. Waipuna Holdings Limited ('Waipuna') (www.waipuna.com) Waipuna is an alternative pesticides company, which has developed a patented organic hot-foam application to control weeds in municipal, agricultural and the home-garden applications. Waipuna's technology has a number of key benefits over existing application methods. It is environmentally-friendly, using no harmful or toxic pesticides or chemicals. Its foam is 100 per cent. organic and biodegradable, as well as cost-competitive. Already operating across Europe and the UK, USA, Australia and New Zealand, the company has filed patents in all three major regions: USA, Europe and Australasia. Importantly, the process yields quick results within hours of treatment. Evergreen proposes to acquire 1,413,950 ordinary shares in Waipuna, representing 9 per cent. of the current issued ordinary share capital of Waipuna, for an aggregate consideration of £2,901,898.31. The CarbonNeutral Company Limited ('CNC') (www.carbonneutral.com) CNC is a UK-based carbon offsetting company. Originally called Future Forests, it was founded in 1997 by Sue Welland and Dan Morrell. CNC's core services are the provision of carbon offsetting and carbon consulting, with the aim of reducing CO2 emissions and delivering commercial, personal and environmental benefit. Carbon offsetting allows high-emitting companies to reduce their overall impact, driven either by corporate directive or regulations, by investing in low-emission projects. The carbon consulting business provides clients with the resources to understand their carbon emissions, exposures, and risks, and works through a reduction, avoidance and offset programme to meet agreed commercial objectives. Evergreen proposes to acquire 2,532 A Preference Shares of 1p each ('CNC Shares') in CNC, representing approximately 4.49 per cent. of the current issued share capital of CNC. In addition, Evergreen proposes to acquire convertible loan notes in CNC with a nominal value of £100,000 ('CNC Loan Notes'). Total consideration for the CNC Shares and CNC Loan Notes being acquired is £534,904.72. Prometheus Energy Company ('Prometheus') (www.prometheus-energy.com) AIM-listed Prometheus is an operating alternative and renewable fuel company specialising in the production, sale and distribution of liquid natural gas (LNG) sourced from low-cost waste and stranded gas reserves. Traditionally, LNG production has been highly capital-intensive and has involved large-scale lliquefaction in a few centralised locations, of high-quality and expensive pipeline gas. In comparison, Prometheus uses a small-scale and transportable proprietary system to purify and liquefy raw gas at its source, such as a landfill site, mine or well, from where it can be transported to end-users either on-site or a short distance away. Prometheus's on-site process significantly lowers the price at which it sources gas, substantially cuts distribution and transport costs, and allows Prometheus to offer customers a low cost, contracted fixed price for fuel. On 10 April 2008, Prometheus announced its intention to de-list from AIM following a General Meeting to be held on 2 May 2008. If Prometheus's shareholders approve the cancellation of the admission of Prometheus' shares to trading on AIM, the expected date for the proposed cancellation is 9 May 2008. Evergreen proposes to acquire 6,857,142 ordinary shares in Prometheus, representing approximately 11.39 per cent. of the current issued ordinary share capital of Prometheus, for a consideration of £1,268,571. Coal International Plc ('Coal International') (www.coal-international.com) AIM-listed Coal International's aim is to build and grow a portfolio of metallurgical and thermal coal properties to supply the global steel and power industries. Focusing on acquiring properties that can achieve significant production in the short term with long term growth potential, Coal International hopes to achieve operating and market scale to attain premium valuations in the equity markets. Evergreen proposes to acquire 1,087,590 ordinary shares in Coal International representing approximately 1.16 per cent. of the issued share capital of Coal International, for a consideration of £331,715. The acquisition is considered short-term and opportunistic in nature, based on the fundamentals of the target. HaloSource, Inc. ('HaloSource') (www.halosource.com) HaloSource is a US-based company founded on an antimicrobial technology platform that targets treatment, coatings, and healthcare markets to develop and commercialise unique proprietary technology solutions for safe water and infection control. Based on two distinct biochemical technologies, HaloSource (i) enables water purification and treatment for drinking water, recreational (pool/spa), aquaria, and storm water, and (ii) coats a rechargeable antimicrobial surface for use on textiles for use in hospitals, the military and the home. HaloSource's ingredient brands - HaloPure(R), HaloShield(R), SeaKlear(R) and StormKlear(R) - provide reliable, tested and proven solutions in the product categories of clean water and antimicrobial protection. Evergreen proposes to acquire 373,118 common shares of HaloSource, representing approximately 1.2 per cent. of the issued ordinary share capital of HaloSource, for a consideration of £1,084,000. ACTA S.p.A. ('ACTA') (www.acta-nanotech.com) AIM-listed ACTA was formed to exploit a breakthrough made by scientists in Italy in catalyst technology. ACTA's products target Original Equipment Manufacturers customers in the green energy market and include a range of catalyst technologies which allow the use of a range of base metals organised into well dispersed nano-particles that exceed the catalyst performance of expensive platinum. The catalysts have a number of applications, including for use as catalysts in fuel cells, low cost hydrogen generation for fuel cells and the conversion of CO2 to liquid fuels such as ethanol. Evergreen proposes to acquire 105,648 ordinary shares in ACTA, representing approximately 0.27 per cent. of the current issued ordinary share capital of ACTA, for a consideration of £100,000. London Bridge Capital Limited ('LBC') (www.londonbridgecapital.com) Formed in January 2007, LBC is a specialist, FSA regulated cleantech investment bank specialising in the provision of advice to small and medium sized enterprises whose products are in the clean technology space, with a particular focus on the renewable energy industry. Evergreen proposes to acquire 1,650,000 B ordinary shares in LBC, representing approximately 18.38 per cent. of the current issued ordinary share capital of LBC, for a consideration of £1,000,000. Peter Greensmith is a director of LBC. Libra Natural Resources plc ('LNR') (www.lnrplc.com) AIM-listed LNR is an investing company focused on the natural resources and energy sectors, with assets based in the USA and Canada. In pursuing investments in these sectors, LNR assesses projects with respect to technical, commercial and investment return merits. As an international company that acquires and invests in the natural resources and energy sectors, LNR has targeted its initial investments in the waste to energy sectors. In May 2007, LNR announced its intention to extend the operations of the business elsewhere in Canada, the United States and Europe, with the aim of becoming the world's leading producer of wood pellets within the eighteen months from that date. Evergreen proposes to acquire 3,000,000 ordinary shares in LNR, representing approximately 1.47 per cent. of the current issued ordinary share capital of LNR , for a consideration of £330,000. Peter Greensmith is a director of LNR. HIP Facilities Group Limited ('HIP') (www.hippayment.com) Set up in 2006, HIP offers a 10 month deferred payment scheme to Home Information Pack providers and estate agents. Home Information Packs contain details around the potential liabilities associated with the purchase of a new property, particularly the overall energy efficiency of the estate as determined through various measurements including boiler efficiency, insulation thickness and pane quality. Evergreen proposes to acquire 154,521 ordinary shares in HIP, representing approximately 8.48 per cent. of the current issued ordinary share capital of HIP, for a consideration of £437,726. The acquisition is considered short-term and opportunistic in nature, based on the fundamentals of the target. G Broadband Limited ('G Broadband') G Broadband is a broadband, media and technology development company focused on emerging opportunities in the South-eastern Europe region. Initially, the group's focus is on the restructuring/consolidation of the Greek broadband market, and the creation of a differentiated offering based on fibre-to-the-home (FTTH) deployment. Evergreen proposes to acquire unsecured loan notes with a nominal value of £250,000, with an 8 per cent. coupon, and due in 2010, along with associated warrants of G Broadband, for a consideration of £650,000. The acquisition is considered short-term and opportunistic in nature, based on the fundamentals of the target. Principal Terms of the Acquisitions Goldsmith Acquisition Evergreen will acquire securities in Cleantech, CNC and Waipuna (mentioned above) beneficially owned by the Benjamin Goldsmith and a number of his associates. The aggregate purchase price for the acquisition of these securities is: (a) £4,935,621.19 to be satisfied on completion by the payment of £50,000 in cash, the issue of 3,489,111 New Ordinary Shares at the price of £1.05 per New Ordinary Share and £1,222,054 of convertible loan notes (together the 'Completion Consideration'); and (b) further deferred consideration to be payable on the occurrence of certain events, in the case of Waipuna by no later than 17 December 2008 and in the case of CNC by 16 June 2008, such deferred consideration to be satisfied one third by cash or at the option of Evergreen by the issue of convertible loan notes and two thirds by the issue of New Ordinary Shares. Libra Acquisition Evergreen will acquire securities in Prometheus, Coal International and HaloSource (mentioned above), owned by LNR for an aggregate purchase price of: (a) £2,684,286, to be satisfied on completion by the issue of 2,556,462 New Ordinary Shares at the price of £1.05 per New Ordinary Share; and (b) if the securities being acquired pursuant to the Libra Acquisition are sold for cash by Evergreen prior to 3 October 2008 at a premium to the value that they are acquired, further deferred consideration equivalent to 50 per cent. of such premium will be payable to LNR. This deferred consideration will be satisfied by the issue of New Ordinary Shares or, at the election of Evergreen, in cash. Maitland Acquisition Evergreen will acquire the securities of ACTA, LBC, LNR, HIP and loan notes and attached warrants with a nominal value of £250,000 of G Broadband from Maitland Investments Limited. The aggregate purchase price for the acquisition is: (a) £2,517,726 to be satisfied on completion by the issue of 2,397,834 New Ordinary Shares at the price of £1.05 per New Ordinary Share; and (b) further deferred consideration to be payable in the event that HIP raises any funds by the placing of its ordinary shares at any time during the period of 6 months from the date of Admission at a price per HIP share (the 'HIP Placing Price') greater than 283p, then additional consideration will be payable to Maitland equal to the number of HIP shares being acquired multiplied by the difference between 283p and the HIP Placing Price. The deferred consideration will be satisfied by the issue of New Ordinary Shares Investment Opportunities The Board is reviewing various potential investment opportunities which may be realised in the short to medium term or not at all. In any event, the Board will continue to consider any investment opportunity that is offered to it and it considers appropriate to pursue. Directors, Consultants and Employees On Admission, it is proposed that Peter Greensmith will step down as Executive Chairman and remain as Chief Executive Officer of the Group and Nigel a Brassard will be appointed as the Non Executive Chairman of the Group. The biographical details of the Directors and Proposed Directors of the Company are set out below. Peter Greensmith, aged 45, (Chief Executive Officer) Peter has worked in the European investment banking marketplace since 1986, specialising in advising companies in the alternative energy sector. He spent 11 years at Dresdner Kleinwort Benson, latterly as Deputy-Head of the Global Private Equity team, and 3 years at Libertas Capital plc, as co-founder and Senior Managing Director. Nigel Courtenay a Brassard, aged 52, (Non-Executive Director and Proposed Non-Executive Chairman) Nigel has been an investment banker for almost 30 years, starting his banking career with Samuel Montagu where he was Assistant Director in the international Capital Markets Division, based in London and Sydney. In 1986, Nigel joined Kleinwort Benson where he held several Board positions in London, Madrid and New York and headed up, inter alia, the bank's Global Equity Capital Markets, Mergers & Acquisitions and North American Corporate Finance activities. Since 2001, Nigel has been Chief Executive Officer of Lenox Hill Investments Limited, an asset management and financial advisory company to a range of international energy companies. Laurence Mark Holyoake, aged 39, (Proposed Non-Executive Director) Laurence has had over 15 years of senior banking and investment experience in Asia, North America and Europe. Laurence worked initially with Barclays in London and then the leading global inter broker dealers CMTS and Inter Capital in Hong Kong for whom he developed highly profitable Asian businesses and in Japan with the Japanese partner of Tullet group where he developed and managed their Japanese business. He co-founded the British Seafood Group in 1995 with his brother and took up the position of group managing director in 2001. From 2005 to 2008, Laurence was instrumental in re-energising and building BGC Partners' US interest rate derivative market business. Emma Victoria Myers, aged 34, (Proposed Non-Executive Director) A graduate of Queens College, Cambridge, Emma worked with IMG, Mark McCormack's Sports Marketing Business, before leaving to become an independent consultant. Emma has been involved with the flotation of several AIM companies, including Host Europe plc and tecc-IS plc. Her current directorships include Oxygen Ventures Limited and Birch Partners plc. In line with the Company's strategy of developing a differentiated business model, focused on low corporate overheads and aligned shareholder and management objectives, it is intended that the Directors will not receive any direct cash payment for their services, and instead will be remunerated via participation in a long-term option incentive plan to be introduced by the Company within the next 12 months. Proposed Advisory Board Following Admission, the Company intends to form an Advisory Board of senior international executives, to aid the development of the Company. The primary purpose of the Advisory Board is to advise the Company on its strategic objectives and their attainment, and seek to enhance the sourcing and origination of investment opportunities. The first two appointments to the Advisory Board will be Lady Barbara Judge and Ben Goldsmith. Capital Reconstruction At present the authorised share capital of the Company is £1,500,000 divided into 39,872,727,780 ordinary shares of 0.0025p each ('Existing Shares') of which 1,402,491,371 are currently in issue and fully paid and 20,127,272,220 Deferred Shares all of which are in issue. It is proposed to consolidate every 500 issued and unissued Existing Shares of 0.0025p each into one New Ordinary Share of 1.25p. The New Ordinary Shares will replace the Existing Shares of 0.0025p each under the Company's Articles of Association and will carry equivalent rights. As an example, a Shareholder holding 5,000 Existing Shares will, following the Capital Reconstruction, hold 10 New Ordinary Shares. The proportionate interests of Shareholders will not be affected by the proposed Capital Reconstruction save for the extent of fractional entitlements. Fractional entitlements will not be allocated but instead aggregated and sold in the market for the benefit of the Company. New share certificates will be posted to Shareholders in due course. Details of the Placing The Placing comprises the placing of 396,190 Placing Shares at the Placing Price by the Company to raise gross proceeds of £416,000. All Placing Shares will be issued at the Placing Price. The Placing Shares will represent approximately 3.4 per cent. of the issued ordinary share capital of the Company immediately after Admission. The Placing Shares allotted pursuant to the Placing will, following allotment, rank pari passu in all respects with the Ordinary Shares and will have the right to receive all dividends and other distributions thereafter declared, made or paid in respect of the issued ordinary share capital of the Company. Use of Placing Proceeds The Directors intend that the proceeds of the Placing will be used to: - part finance the Acquisitions; - provide further working capital for the Group; and - fund the costs incurred in connection with the Acquisitions, Placing and Admission. Lock-in Agreements On Admission the Directors, Proposed Directors and the vendors under each of the Acquisitions will be interested in an aggregate of 8,782,810 New Ordinary Shares representing 75.4 per cent. of the enlarged share capital on Admission. In accordance with Rule 7 of the AIM Rules for Companies, the Directors, Proposed Directors and the vendors under each of the Acquisitions have each undertaken not to dispose of any interests in Ordinary Shares (except in certain limited circumstances) for a period of 12 months from Admission. TMO Renewables Limited ('TMO') In January 2007, the Company invested £500,000 in TMO, a company that has developed a method for producing ethanol from almost any type of biomass or biowaste, by way of a subscription for TMO shares. On 21 January 2008, the Company sold 141,182 shares in TMO at £1 per share and on 14 and 16 April 2008 sold a further 372,500 shares in total at £1 per share. The proceeds of the sales were used for general working capital purposes. The Company currently holds 205,818 shares in TMO. ACQUISITION AND PLACING STATISTICS Placing Price £1.05 Number of Existing Shares in issue prior to the Acquisitions and Placing 1,402,491,371 Equivalent number of New Ordinary Shares following the Capital Reconstruction 2,804,982 Number of Consideration Shares issued pursuant to the Acquisitions 8,443,407 Number of Placing Shares being placed by or on behalf of the Company 396,190 Number of New Ordinary Shares in issue immediately following Admission 11,644,579 Market capitalisation of the Company at the Placing Price on £12.23 Admission million New Ordinary Shares' International Security Identification GB00B2QXYZ99 Number (ISIN) EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2008 Publication date of the Admission Document 24 April Latest time and date for receipt of Forms of Proxy for the General 9.00am on 17 Meeting May Date of General Meeting 9.00am on 19 May Completion of the Acquisitions 19 May Dealings commence in the Enlarged Share Capital on AIM 8.00am on 20 May Expected date of delivery of Placing Shares and Consideration 27 May Shares (where applicable) into CREST accounts Each of the dates in the above timetable is subject to change. References to times are London times. This information is provided by RNS The company news service from the London Stock Exchange

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