Greenchip Investments PLC
13 August 2001
GREENCHIP INVESTMENTS PLC ('Greenchip' or 'the Company')
PLACING AND PROPOSED ACQUISITION
Greenchip is pleased to announce that it has entered into Heads of Terms for
an agreement to purchase the entire share capital of Programmable Life Inc. ('
PL'), a company incorporated in USA, in exchange for the issue of up to 160
million new Greenchip ordinary shares to be issued in various tranches
dependent, inter alia, on the future performance of the business of PL.
PL has developed and acquired numerous international patents over additives
and processes that assist in the degradation of plastics, particularly
polyethylene. It has a range of existing products under the 'Ecostar' brand
name and over 1,000 customers through its first licensee in Japan.
Signature of a binding sale and purchase contract is subject, inter alia, to
completion of satisfactory due diligence into the business and assets of PL.
In addition, Greenchip is bound to use all reasonable endeavours to ensure
that it has £1 million or more in cash at signature.
In order that the Company has the reasonable prospect of meeting the latter
condition and in order to finance the estimated acquisition expenses,
Arlington Group Plc ('Arlington') has subscribed for 6,250,000 new Greenchip
ordinary shares at a price of 31/2 pence each. Application has been made for
these shares to be traded on AIM and admission is expected on Friday 17 August
The issue of these new ordinary shares will increase Arlington's holding in
Greenchip from the present 13.8 per cent of the Company's capital to 29.1 per
cent of its enlarged capital. Arlington has provided development finance to PL
and is a 25.1 per cent shareholder in that company.
The proposed acquisition of PL would be subject to shareholders approval for
the following reasons:
1. it would be treated as a reverse takeover under the Rules of the
Alternative Investment Market and must therefore seek re-admission to trading;
2. it would be treated as a related party transaction due to
Arlington's significant interest in both Greenchip and PL; and
3. it would require a 'Whitewash' procedure under the City Code on
Takeovers and Mergers ('the Code') to relieve PL from the requirement to make
an offer for Greenchip under rule 9 of the Code.
By reason of its interest in both companies Arlington would be precluded from
voting on 2 and 3 above.
Further details will be announced in due course.
For further information contact:
Malcolm Burne 020 7409 3500