Trading Statement , Issue of New Shares and War...

KleenAir Systems International plc Trading Update, Issue of New Shares and Warrants, Calling of EGM, Appointment of Director & Investment in NoNox plc London, 20 February (KSIP) KleenAir Systems International plc ("KleenAir" or "the Company"), a leading provider of vehicle pollution filters, is pleased to announce a series of important developments. Trading Update With the delay in mandated NOx emission reduction for heavy goods vehicles until 2012, KleenAir has refocused its marketing programme on particulate filters, including its Partial Flow Filter, which is currently securing an encouraging market share in the initial phase of the London Low Emission Zone ("LLEZ"). The Company is now focusing on retrofit systems for PM for heavy-duty vehicles in the UK, commencing with the LLEZ, and vehicle fleets and buses owned by or contracted to local authorities. The retrofit market is expected to provide the Company with significant opportunities for at least 5 years. The Company's business model is to be a systems integrator and supplier of LLEZ compliance solutions to both individual vehicle operators and fleet operators. It does not intend to manufacture products, nor does it intend initially to fit the product it sells but rather to adopt a consultancy and distribution approach, subcontracting systems to a network of specialist fitters. The model is designed to keep overheads low. KleenAir has a non-exclusive distribution agreement with DCL International Inc. ("DCL") of Canada to market DCL's patented Partial Flow particulate matter ("PM") control devices in the UK, the DCL Partial Flow filter ("PFF"). Discussions with DCL have indicated that it would also offer distribution rights to the Company for the rest of Europe. The Company acquires core PM filters directly from DCL and has them packaged by UK manufacturers to meet the design configuration of the vehicles on which they are used. In addition the Company has undertaken considerable research, development and formal testing in order to enhance systems for the on-road market which had previously been used only in the somewhat different off-road environment. The Company has developed proprietary innovations in the DCL filter, and it has been certificated by Transport for London to market the filter to operators in the LLEZ which requires heavy goods vehicle ("HGV") operators to meet specific emissions standards, which commencing this month. The Company has no plans to set up its own manufacturing facility either for PM or NOx systems, preferring to use established manufacturers whose quality and price performance meets the Company's requirements. The Company's proprietary patented Selective Catalytic Reduction ("SCR") ammonia technology, NOxMaster™, has been extensively tested and has a proven ability to reduce NOx emissions by up to 70 per cent. It diffuses ammonia in a controlled manner into the exhaust stream ahead of a catalytic converter. The ammonia acts as a reductant over the catalyst selectively to reduce NOx to nitrogen. The system has been designed so as to be fitted easily to vehicles by simply replacing the exhaust system and installing the electronics and piping. This technology is likely to be applicable to HGVs needing to meet the LLEZ's mandated requirements for the year 2012. The Company is focusing on capturing market share among operators seeking to upgrade their vehicles from Euro II to Euro III emissions standards. Euro II and Euro III, introduced respectively in 1996 and 2001 by the European Union, are required to be met by all new vehicles operating within the EU. The standards are now being introduced in whole or in part in some markets for vehicles already on the road. In London, Euro II vehicles are estimated to comprise some 60% of the LLEZ market. The requirement for the Euro II to Euro III upgrade is for a filter to reduce PM by at least 33% which the Company's filter does. The Company's PFF, is a metallic filter so designed that PM which is unable to oxidize or store for late oxidization flows through the filter. The result is a filter which does not clog up or break. These are both problems which can affect a full flow filter ("FFF") under low temperatures. As compared to the FFF which can reduce PM by over 90% and which is marketed by several technology providers, including the market leader, Eminox, the PFF reduces PM by 50-60% which is more than sufficient to meet the requirement of its targeted market. It offers the following benefits to operators: - Robust metallic (as opposed to more fragile ceramic) construction. The combination of metallic construction and the partial flow through construction means that the failure rate in the PFF is very small compared with that of the FFF. - The PFF is virtually maintenance free and where a PFF needs cleaning, this can be done by the operators themselves rather than, as with an FFF, substituting a new centre body and sending the original away for cleaning, a time consuming and expensive process. - Value for money. The PFF is at least 30% less expensive than the FFF, and maintenance costs are significantly lower. Issue of New Shares & Warrants & Calling of EGM Further to the announcement made on the 5 February 2008, the Company has completed the placing of 7,094,400 new ordinary 1p shares ("Ordinary Shares") at 15.75p per share, raising £1,117,368 (the "Placing") before expenses. The placing was conducted by Charles Street Securities Inc. ("CSS") and the shares placed with private clients of CSS. 6,349,206 of the new shares have been placed unconditionally. An application will be made to admit these shares for trading on AIM with effect from 29 February 2008. The remaining 745,194 have been placed conditionally on the shareholders of KleenAir authorising an increase in the authorised share capital of the Company to £1m and granting the directors authority to allot new shares up to a nominal value of £300,000. The EGM has been called for 12 March 2008. Once the EGM has been held, and application will be made to admit the further new shares for trading with effect from 27 March 2008 ("Admission"). Subscribers to the Placing have in addition been granted warrants. Each warrant, which will be exercisable until the first anniversary of Admission, entitles its holder to subscribe for new Ordinary Shares ("Warrant Shares") at par to ensure that the price per share paid by subscribers in the Placing, taking into account the Warrant Shares, will be the equivalent to a twenty five per cent discount to the placing price per Ordinary Share in any placing of Ordinary Shares (or any other securities with rights to subscribe or convert into Ordinary Shares) with third party investors in relation to which trading in the relevant placing shares or securities commences on AIM on or prior to 31 December 2008 ("Subsequent Placing" and, in the absence of a Subsequent Placing, a twenty five per cent discount to the average mid-market closing price of the Ordinary Shares on AIM for the 90 trading days prior to 31 December 2008. Appointment of Director Robert Hayim, aged 52, will be joining the board as Non-Executive Director with effect from 26 February 2008. Robert is a managing director with CSS Capital Managers LLP ("CSSCM") (an affiliate of CSS) where he is responsible for the supervision of private equity portfolio investments. He is also involved in an investment monitoring capacity to approximately eight early stage companies for CSSCM. Robert has a BA in economics from the University of Leeds (1977) and an MBA in management and finance from the Bradford Management Centre (1981). Investment in NoNox plc The Company has agreed to invest £300,000 to acquire a 3.85% interest in Nonox Plc ("Nonox"), a complementary business which provides pollution filters for stationary sources such as boilers, heating systems and generators. The Company believes its particulate filtering and NOx reduction technology can provide significant added value in the land based boiler market. The Board believes that Nonox offers: a) synergies in complementary target markets, with Nonox targeting land based boilers and the Company focusing on the vehicle market; b) geographical synergies, with the Company operating principally in the UK and Nonox operating in Italy; and c) benefits of management, technology and marketing are expected. The directors of KleenAir and NoNox are currently in discussions regarding their future relationship that may lead to a combination of the two companies or their activities. The Company had entered into discussions to undertake a reverse takeover of Nonox, but both sides have agreed not to proceed with this transaction, while continuing to discuss alternative ways of developing and deepening their relationship. The current discussions encapsulate the future commercial, technical and corporate relationship between the two companies and are unlimited in their nature, but there is no certainty that a corporate transaction with Nonox will be concluded. Lionel Simons, Chairman of KleenAir, said: "There are tremendous synergies between the two companies, both geographically and in terms of expanding the range of industries we will be able to target. There are potentials for economies of scale, open new markets in the UK and Europe, and it will provide a toehold in Italy to distribute our pollution controls for the vehicle market there." For further information please contact: Peter Newell 07786 333 046 peter.newell@kleenairsystems.co.uk Nick Harriss 020 7512 0191 Blomfield Corporate Finance Ltd Information regarding the Company KleenAir is a global provider of customised, cost-effective emissions reduction solutions for diesel vehicles. By significantly reducing the harmful level of vehicle pollutants, KleenAir's innovative environmental management technology is helping to create a greener, safer and healthier world. Information on Robert Hayim required under Schedule 2(g) of the AIM Rules Current Directorships RH & Associates (a partnership) Newscanner Limited i-Vision Services Limited Retec Digital plc LX Mobile Systems plc Urban Wimax Networks plc Forsters Shelfco 234 Limited Allbannach Brands plc Nonox plc Past Directorships in last 5 years Gastrodome Restaurants Limited Gastrodome Restaurants Limited entered Administration on 23 June 2006. Mr Hayim had ceased to be a director of the company on 8 March 2006. The company remains in Administration as of this date. ENDS.
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