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Tuesday 03 May, 2005

AgCert

Intention to float

AgCert
03 May 2005

            AgCert International ('AgCert') announces its intention
                      to proceed with a flotation in the UK


This announcement and the information contained herein is restricted and is not
   for publication, release or distribution in whole or in part in the United
          States of America, Australia, Canada, Japan or South Africa


AgCert, a leader in the production and sale of agriculturally derived greenhouse
gas ('GHG') emission reductions ('Offsets'), today announces its intention to
proceed with a placing of its ordinary shares and to seek admission to listing
on the Official List of the UK Listing Authority and to trading on the London
Stock Exchange plc. It is intended that the flotation will be completed in June
2005 and that the ordinary shares will be placed with institutional investors in
the United Kingdom and continental Europe.

AgCert, an Irish company, was founded to generate Offsets from livestock farms
for pooling and sale to industrial emitters, governments, funds and energy
traders.

Key Strengths

•  Founded in response to an identified market need;

•  the first business with a scaleable, turn-key mechanism for Offset 
   generation; UN approved methodology for Offset generation;

•  agreements with over 500 farms for production of Offsets;

•  provision of financial and sustainable benefits to farmers through 
   modification of their animal waste management systems;

•  €69 million of forward sales established;

•  significant opportunities for growth; and

•  a highly experienced management team.

The start of the European Union Emissions Trading Scheme ('EU-ETS') on 1 January
2005 and entry into force of the Kyoto Protocol on 16 February 2005 has created
significant demand for Offsets. Point Carbon, a leading global provider of
independent analysis, market intelligence and forecasting for the emerging
carbon emissions markets, forecasts that the global market for Offsets could
potentially reach €34 billion by 2010. Through buying these Offsets, emitters
may ensure that their net greenhouse gas emissions remain within specified
limits and thereby avoid financial penalties. AgCert has entered into forward
sales contracts, valued in aggregate at approximately €69 million, with
customers including Nuon, EDF, and BHP Billiton.

AgCert has identified agriculture as one of the largest commercial opportunities
for Offset generation and expects to be a leading supplier of Offsets from this
sector. Agriculture is responsible for approximately 20 per cent of the world's
annual greenhouse gas emissions. Under the Kyoto Protocol, reductions in
greenhouse gas emissions derived from agriculture can qualify as Offsets
provided they are properly validated, verified, registered and certified
according to the stringent requirements laid down by the United Nations. AgCert
intends principally to produce a type of Offset known as Certified Emission
Reductions ('CERs'), which are compliant under the Kyoto Protocol and the
EU-ETS. Currently AgCert's systems and processes include one of only two UN
approved large scale methodologies for the production of Offsets in the
agricultural sector. At present, the Group is waiting for various regulatory
approvals before certification of its Offsets from the farms.

In order to generate Offsets, the Company installs, operates and maintains
animal waste management systems ('Biodigesters') on livestock farms. These
Biodigesters allow for the collection and combustion of Biogas. This converts
the methane in the Biogas into carbon dioxide and water, which have a much lower
global warming potential than methane, and it is this difference that allows
Offsets to be generated. Methane is 21 times more potent than carbon dioxide as
a greenhouse gas, therefore burning it to produce carbon dioxide and water
results in a 95% reduction in global warming potential, hence producing a
greenhouse gas emission reduction.

To date, AgCert has initiated the modifications of animal waste management
systems on approximately 200, principally swine farms in Latin America, which
should create a reserve of approximately 15 million Offsets throughout the life
of the contracts to which these farms relate.

The farms benefit substantially from these sustainable projects. These benefits
include renewable energy, fertilizer and localised environmental benefits.

Board of Directors

AgCert has a strong management team led by its co-founder, Al Tank (Managing
Director and CEO), Paul D'Alton (CFO) previously CFO at Waterford Wedgewood,
Bank of Ireland and Aer Lingus, and Rick Andlinger (Non-executive Chairman)
President of Andlinger & Co., Inc., affiliated with Andlinger Capital III LLC, a
major shareholder in AgCert, who has more than 20 years of experience in finance
and management. The Non-Executive Directors are Dr. Franz Fischler who was the
European Commissioner responsible for agriculture and rural development between
1995 and 2001; Bill Haskell representing XL TechGroup, Inc., a major shareholder
in AgCert, Peter Murray, formerly Chairman of Anglo Irish Bank Corporation and
Sir Robert Malpas CBE, formerly Chairman of Cookson Group Plc.

Reasons for the listing and details of the placing

The listing will enable the Company to raise new capital and continue its
strategy of organic growth, increase the profile of the Group and enhance its
reputation with its customers and suppliers. The placing will also expand the
Company's shareholder base and the creation of a market for its ordinary shares
will give its employees greater opportunity to participate directly in the
future of the Group and will also give the Company the ability to attract and
retain new staff.

Code Securities Limited and Hoare Govett Limited are acting as joint sponsors,
financial advisers and brokers and Code Securities Limited and ABN AMRO
Rothschild are acting as joint bookrunners, lead managers and underwriters.
Both the major shareholders, Andlinger Capital III LLC and XL TechGroup, Inc.,
will be retaining their shares in the Company. International Finance
Corporation, a member of The World Bank Group, has signed definitive
documentation for an equity-linked investment in the Company.

Commenting on the Company's proposed flotation on the London Stock Exchange,
Rick Andlinger, Chairman of AgCert, said:

'Our business brings a wide range of benefits in the area of greenhouse gas
emission reductions, one of the key issues facing the world today. AgCert is a
dedicated supplier of Offsets in the emerging carbon market. We have initiated
construction on 200 farms in Brazil and Mexico, with 18 currently completed. We
have a business model that is scaleable and the agreements, expertise and
systems in place to produce carbon emissions Offsets that can be used in this
fast growing market.

The flotation will provide us with additional capital to continue the expansion
of our Offset production and sales capacity through the development of our
existing contracted sites and deployment of our systems both geographically and
across other livestock sectors, such as dairy.'


Contacts:

Maitland                                 0207 379 5151
Liz Morley/Brian Hudspith

Code Securities                          0207 024 2000
Chris Collins/Charles Walker

Hoare Govett                             0207 678 8000
Bob Pringle/Justin Jones/Hugo Fisher

The contents of this announcement, are the sole responsibility of the Company
and have been approved by Code Securities Limited of 30 St James's Square London
SW1Y 4AL and Hoare Govett Limited of 250 Bishopsgate London EC2M 4AA solely for
the purposes of section 21 of the Financial Services and Markets Act 2000. Code
Securities Limited and Hoare Govett Limited, who are authorised and regulated in
the United Kingdom by the Financial Services Authority, are advising the Company
and no one else in relation to the placing and will not regard any other person
as their client in relation to the placing and will not be responsible to any
person other than the Company for providing the protections afforded to their
clients or for advising any other person in relation to the placing or any
transaction or arrangement referred to or information contained in this
announcement.

This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for
securities and any subscription for or purchase of, or application for, shares
in the Company to be issued or sold in connection with the placing should only
be made on the basis of information contained in the listing particulars to be
issued in due course in connection with the placing and any supplements thereto.
The listing particulars will contain certain detailed information about the
Company and its management, as well as financial statements and other financial
data. This announcement does not contain or constitute an offer of securities
for sale in the United States. The securities referred to herein have not been
and will not be registered under the US Securities Act of 1933, as amended (the
'Act') and may not be offered or sold in the United States or to a US Person, as
defined in Regulation S under the Act, absent registration under that Act or an
available exemption from such registration requirements.

This announcement and the information contained herein is restricted and is not
for publication, distribution or release in whole or in part in the United
States, Canada, Australia, Japan or South Africa.

DEFINITIONS AND GLOSSARY

'BHP Billiton' the world's largest diversified natural resources company.

'Biodigester' a sealed container which can be filled with animal waste which is
then digested by anaerobic bacteria to form Biogas.

'Biogas' a mixture of CH4, CO2 and trace gases (depending on the livestock used)
produced by the anaerobic digestion of manure by bacteria.

'CER' a type of Offset, known as a certified emission reduction, issued pursuant
to Article 12 of the Kyoto Protocol as well as other relevant International
UNFCCC/Kyoto Protocol Rules and which represents a GHG Reduction of one metric
tonne of CO2 equivalent, calculated in accordance with the International UNFCCC/
Kyoto Protocol Rules.

'CO2e' carbon dioxide equivalent, the base reference for the determination of
GWP of Greenhouse Gases in units of CO2.

'EDF' EDF-T is a leading energy market participant with a turnover in excess of
€15 billion.

'EU-ETS' European Union Emissions Trading Scheme.

'Greenhouse Gases' or 'GHGs' the six gases listed in Annex A to the Kyoto
Protocol, namely carbon dioxide, methane, nitrous oxide, hydrofluorocarbons,
perfluorocarbons, and sulphur hexafluoride.

'GWP' global warming potential which describes potency as a GHG.

'IFC' International Finance Corporation, a unit of the World Bank Group.

'Kyoto Protocol' the protocol to the UNFCCC adopted at the Third Conference of
the Parties to the UNFCCC in Kyoto, Japan on December 11 1997, as may be
amended.

'Nuon' a leading Dutch energy company.

'Offset' one of the various units used to offset one tCO2e, which includes CERs.
'tCO2e' tonnes of carbon dioxide equivalent (CO2e), the base reference for the
determination of global warming potential GWP of Greenhouse Gases in units of
carbon dioxide CO2.




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