Share Placing and Directorate

RNS Number : 5266V

Gas Turbine Efficiency PLC

29 May 2008

 



29 May 2008

Gas Turbine Efficiency plc 

('GTE' or 'the Company')

Share Placing, Sale by EIG Venture Capital and Directorate Change

GTE, a leading provider of advanced systems to enhance the performance of aviation and industrial gas turbines, announces that it has conditionally raised £3.4 million (approximately $6.8 million) before expenses by way of a placing of new ordinary shares to institutional investors ('Placing').

At the same time as the Placing, EIG Venture Capital Limited ('EVC') has agreed to sell 9,972,888 existing ordinary shares (representing approximately 14.7 per cent. of the Company's total enlarged voting rights) at the Placing Price to a number of long-term private clean technology investors from Norway and the UK, including Frederik W. Mowinckel and Michael Naylor.

Placing Highlights

• 8,989,000 new ordinary shares of 0.2 pence each in the capital of the Company ('ordinary shares') are to be issued in connection with the Placing, representing 13.2 per cent. of the enlarged share capital ('Placing Shares')

• The Placing Shares will be issued at 38 pence per share (the 'Placing Price')

• As part of the Placing, John Bryant, Chairman of the Company, and Charles Cameron, non-executive director have subscribed for 157,895 ordinary shares and 52,631 ordinary shares respectively at the Placing Price  

• The Placing Shares have been allotted out of the Company's existing share allotment authorities and, when issued, the Placing Shares will rank equally with the Company's existing ordinary shares

• Completion of the Placing is conditional on admission to trading on AIM of the Placing Shares and application for admission is being made today with admission to trading expected to occur on or around 3 June 2008

• The Placing was conducted by Libertas Capital with Mirabaud Securities Limited acting as introducer

The Company has also received commitments in respect of an additional £1.5 million (approximately $3.0 million) before expenses by way of a placing of new ordinary shares to Oceanic Small Cap Fund at the Placing Price, subject to shareholders voting in favour of renewing the Directors' authority to allot shares at the AGM of the Company on 10 June 2008 ('Additional Placing'). A further announcement will be released and application will be made for these shares to be admitted to trading on AIM, subject to the appropriate resolutions being passed at the AGM.

The Directors believe that the Placing and the Additional Placing will provide the Company with the funds required to execute its current business plan, capitalise on growth initiatives and to continue with the strong progress made in 2007 as stated in recent trading updates of 23 January 2008, 3 March 2008 and in the full year results announcement made on 8 April 2008.

Sale by Significant Shareholder and Directorate Change

Following the disposal of 9,972,888 ordinary shares in the Company by EVC, it will have a shareholding of 4,474,421 ordinary shares in GTE. This represents approximately 6.6 per cent. of the Company's total voting rights. As a result of this sale, Frederic Telander and Jan Telander, both non-executive directors of GTE and interested in the shares held by EVC, will be stepping down from the Board of Directors with immediate effect. In recognition of this move, a warrant to subscribe for 1,000,000 ordinary shares, granted to EVC at the time of the Company's admission to AIM, and due to expire on 20 June 2008, has been extended by a further twelve months. All other terms relating to the warrant remain unchanged.

EVC and the clean technology investors acquiring the shares disposed of by EVC have undertaken to the Company and to its Broker that they will not dispose of their respective interests in the ordinary shares of GTE for a minimum of six months from 29 May 2008, except in limited circumstances and for the period of a further six months to dispose of any interest in GTE through the Company's Broker.  

Commenting on the Placing, Steven Zwolinski, CEO of GTE, said: 'Demand for GTE's products and services continues to expand strongly as turbine operators come under increasing pressure to reduce energy costs, carbon emission levels and plant downtime. The new funds and continued support from our shareholders enables the Company to maximise its growth opportunities in the technically advanced, faster growing segments in the $10bn energy services market worldwide.' 

John Bryant, Chairman of GTE, said: 'We are delighted to have attracted such high quality institutional investors in the Placing. I am pleased that Frederik W. Mowinckel and Michael Naylor, established long-term private investors in companies in the clean technology space and who I have known for over 15 years, have demonstrated their support for GTE. I would also like to thank the tremendous support and vision provided by Jan Telander and in particular by Frederic Telander who as one of the executive officers was instrumental in preparing the Company for its successful admission to AIM. Their unstinting confidence in GTE's world class technology during its early years was valuable in positioning GTE for the long-term growth that it now faces.'

As a result of the Placing, and agreed EVC sell down, the Company is aware that the following investors will hold more than 3 per cent. of the total voting rights in the Company:

	Shares	%
AXA S.A.	6,713,712	9.9%
EIG Venture Capital	4,474,421	6.6%
Legal & General Investment Management	3,731,140	5.5%
Gartmore Investment Management	3,194,203	4.7%
Age Westbo AS	2,999,210	4.4%
Cleantech GP Limited / Zouk	2,891,736	4.3%
Markota Limited	2,631,578	3.9%

Directors' shareholdings before and after the Placing are as follows:

		Holding before Placing	%	Holding after Placing	%
John Bryant	Chairman	50,000	0.08%	207,895	0.31%
Steven Zwolinski	CEO	131,250	0.22%	131,250	0.19%
Magnus Nordgren	CFO	-		-	-
Otto Lagarhus	Non-exec	-		-	-
Jan Telander / Frederic Telander1	Non-exec	14,447,309	24.56%	-	-
Charles Cameron	Non-exec	-	-	52,631	0.08%

1      Frederic Telander and Jan Telander are jointly interested in the shares held by EIG Venture Capital. Both Frederic Telander and Jan Telander have resigned as Directors of the Company, effective today.

Pursuant to a share option agreement, the Company has also issued and allotted a further 100,000 ordinary shares ('Option Shares'). Application has been made for the Placing Shares and the Option Shares to be admitted to trading on the AIM market of London Stock Exchange plc and dealings are expected to commence on 3 June 2008. These shares will rank pari passu with the existing ordinary shares in issue.

Following the Placing and the option exercise, the Company's issued share capital will consist of 67,921,594 ordinary shares with a nominal value of 0.2 pence each, with voting rights. The Company does not hold any ordinary shares in Treasury. The above figure of 67,921,594 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules. 

** End **

For further information please visit www.gtefficiency.com, or enquire to:

Gas Turbine Efficiency plc

Steven Zwolinski, CEO                              [phone]

Libertas Capital

Aamir Quraishi, Anthony Rowland              [phone]

Mirabaud Securities Limited

Peter Krens                                              [phone]

Corfin Communications

Neil Thapar, Harry Chathli, Alexis Gore       [phone]

About GTE

Gas Turbine Efficiency plc, whose shares are traded on London Stock Exchange's AIM market (Ticker: GTE), designs, manufactures and markets advanced integrated solutions for environmental, process and asset optimisation of gas turbines primarily in the aviation, industrial and oil & gas sectors. These solutions include compressor cleaning systems, performance monitoring, fuels management, OEM approved combustion design and repair services and fluid and control sub-systems that improve turbine performance and availability, fuel efficiency and parts life, resulting in increased profits for its clients and a cleaner environment. The Group sells its products to blue chip customers worldwide from operational centres in Europe and the USA.

 

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