Pricing and Placing on AIM
EcoSecurities Group plc
14 December 2005
This announcement and the information contained herein is restricted and is not
for publication, release or distribution in whole or in part in, or into, the
United States of America, Australia, Canada, Japan or South Africa
14 December 2005
EcoSecurities Group plc ("EcoSecurities" or the "Company")
£54.0 million placing with institutional investors and admission to AIM
EcoSecurities, one of the world's leading originators of projects which have the
potential to generate Carbon Credits, today announces the completion of its
placing of ordinary shares of €0.0025 each ("Ordinary Shares") with
institutional investors ("the Placing") and the publication of the admission
document ("Admission Document") in connection with the listing of the Ordinary
Shares on AIM.
• Net proceeds of the Placing will be £48.5 million for the Company.
• Placing price of 150p per Ordinary Share.
• Based on the above placing price per share, the market capitalisation
of the Company on commencement of conditional dealings will be
approximately £137.4 million.
• The net proceeds of the Placing will be used to:
• expand EcoSecurities' global CDM and JI Project origination
capabilities;
• finance EcoSecurities' planned capital expenditure on project
development activities;
• strengthen EcoSecurities' balance sheet which the Directors believe
will enable the Company to expand its higher margin principal and
project development activities;
• expand EcoSecurities' in-house financial structuring capabilities;
• enable EcoSecurities to engage in an increasing number of structured
transactions requiring collateral and/or guarantees; and
• provide increased working capital as EcoSecurities expands.
• Conditional dealings are expected to commence on the London Stock
Exchange at 8.00am today. The mnemonic is ECO, the SEDOL number is
B0PR8X4 and the ISIN number is IE00B0PR8X46.
• Admission to AIM and commencement of unconditional dealings on the
London Stock Exchange is expected to be at 8.00am on 19 December 2004.
• Hoare Govett is acting as Nominated Adviser, financial adviser and
broker to the Company. ABN AMRO Rothschild is acting as bookrunner,
lead manager and underwriter to the Company.
Bruce Usher, CEO of EcoSecurities, commented:
"We are delighted that the Company has received such a positive reception from
institutional investors and we welcome our new shareholders. We believe the
Placing and listing on AIM will further enhance our profile within our fast
growing markets, provide additional capital to expand our origination
capabilities and increasingly enable us to take a principal or project
development role, thereby increasing returns for our shareholders. Furthermore,
developments from the recent UN Conference of Parties of the Climate Convention
are likely to be positive for EcoSecurities. The approval of the coal mine
methane and forestry methodologies, the extension of the deadline for prompt
start projects by one year, and the discussions related to post-2012 emission
reduction commitments are all good news for both EcoSecurities and the global
environment."
For further information:
EcoSecurities Group plc +353 (0)1 477 3431
Bruce Usher, Chief Executive Officer
Pedro Moura Costa, President and Chief Operating Officer
Hoare Govett +44 (0)20 7678 8000
Justin Jones
Hugo Fisher
John Garrad-Cole
Citigate Dewe Rogerson +44 (0)20 7638 9571
Patrick Toyne Sewell
Sara Batchelor
The contents of this announcement are the sole responsibility of the Company and
have been approved by Hoare Govett Limited of 250 Bishopsgate, London EC2M 4AA
solely for the purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Hoare Govett Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is 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 Admission 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 Admission or any transaction or arrangement referred to or
information contained in this announcement.
Neither this announcement nor any copy of it may be taken or transmitted into
the United States, Australia, Canada or Japan or to a resident, national or
citizen of Australia, Canada or Japan. The Placing and the distribution of this
announcement and the other documents or other information relating to the
Placing may be restricted by law in certain jurisdictions. No action has been
taken by EcoSecurities or Hoare Govett that would permit the Placing and/or
possession or distribution of this announcement or any other offering or
publicity material relating to the Placing or the offer of ordinary shares of
EcoSecurities (the "Shares") in any jurisdiction where action for that purpose
is required, other than to certain investors in the United Kingdom. Persons
outside the United Kingdom into whose possession any of the documents or other
information contained in this announcement comes are required by EcoSecurities
to inform themselves about and to observe any such restrictions. Any failure to
do so may constitute a violation of the securities laws of such jurisdiction.
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 Admission Document issued
in connection with the Placing and Admission and any supplements thereto. The
Admission Document will contain certain detailed information about the Company
and its management, as well as financial statements and other financial data.
This announcement is not an offer of securities for sale in the United States.
The Shares have not been and will not be registered under the US Securities Act
of 1933, as amended (the "Securities Act") and may not be offered or sold in the
United States or to US persons unless registered under the Securities Act or an
exemption from the registration requirements of the Securities Act is available.
No public offering of the Shares is being made in the United States.
This announcement is not an offer of securities for sale in Canada, Japan or
Australia. The Shares will not qualify for distribution under any of the
relevant securities laws of Canada or Japan nor has any prospectus in relation
to the Shares been lodged with the Australian Securities and Investment
Commission. Accordingly, absent registration or an available exemption from such
requirements, the Shares may not be offered or sold, directly or indirectly, in
or into Canada, Japan or Australia.
This announcement includes statements which are, or may be deemed to be,
"forward-looking statements". All statements other than statements of historical
facts included in this announcement, including, without limitation, those
regarding EcoSecurities' financial position, business strategy, plans and
objectives of management for future operations (including development plans and
objectives relating to EcoSecurities' products and services) are forward-looking
statements.
By their nature, such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual
results, performance or achievements of EcoSecurities to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. These factors include but are not limited to those
described in the Admission Document issued in connection with the Placing and
Admission.
Such forward-looking statements are based on numerous assumptions regarding
EcoSecurities' present and future business strategies and the environment in
which EcoSecurities will operate in the future. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements in this announcement speak only as at the date of this announcement
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relation to EcoSecurities' operations, results of
operations, growth strategy and liquidity. Subject to any legal or regulatory
requirements, EcoSecurities expressly disclaims any obligations or undertaking
to disseminate any updates or revisions to any forward-looking statements
contained in this announcement to reflect any changes in EcoSecurities'
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Company overview
EcoSecurities is one of the world's leading originators of projects which have
the potential to generate Carbon Credits. Incorporated in Ireland and operating
from an international network of offices, EcoSecurities identifies potential CDM
and JI Projects, structures them to qualify under the terms of the Kyoto
Protocol, and then sells the Carbon Credits generated to market participants,
including, amongst others, emitters, carbon funds and governments.
EcoSecurities' current project portfolio consists of 121 projects (being 119 CDM
Projects and 2 JI Projects of which 89 are under contract and 32 are at term
sheet stage) which the Directors expect to generate potentially up to 71.3
million Carbon Credits (60.1 million under contract and 11.2 million at term
sheet stage) through to 2012. The portfolio benefits from wide diversification
with projects located in 26 countries and deploying 15 technologies.
The entry into legal force of the Kyoto Protocol on 16 February 2005, together
with the EU's early adoption of emissions reduction targets under the EU-ETS,
has created a significant demand for Carbon Credits. Point Carbon estimates
that the global market for Carbon Credits is likely to reach €34 billion by 2010
including primary demand and secondary trading. Estimates of the primary demand
in Europe for Carbon Credits is 60 to 70 million Carbon Credits per annum until
2008, rising to approximately one billion Carbon Credits per annum from 2008 to
2012. The Kyoto Protocol is currently being reviewed for extension beyond 2012.
EcoSecurities has great depth of experience and expertise in the Carbon Credit
market:
• developed the Clean Development Mechanism ("CDM") component of 9 out
of the 47 projects currently registered with the CDM Executive Board (of which 8
are from its project portfolio and 1 was on a consulting basis);
• developed and/or contributing to 9 out of the 34 UN methodologies
currently approved by the CDM Methodologies Panel;
• structured the first ever project to be registered with the CDM
Executive Board in November 2004 and one of the world's first two projects to
have Carbon Credits issued in October 2005; and
• its consultancy division has been voted the world's leading Greenhouse
Gas advisory firm in the "Environmental Finance" magazine survey every year for
the last four years.
EcoSecurities' main activities are focused on three complementary areas: the
origination, implementation and commercialisation of Carbon Credits.
Origination involves EcoSecurities using its international network of project
originators to identify potential CDM and JI Projects, assessing their
commercial viability and then entering into agreements for the development of
their carbon emission reduction potential. In the implementation stage,
EcoSecurities uses its expertise to guide a CDM or JI Project through the
complex regulatory process to the point where GHG emissions reductions have been
turned into a transactable commodity, that is Carbon Credits. EcoSecurities
then commercialises the resultant Carbon Credits to derive financial benefit
from the sale of the Carbon Credits. In addition, EcoSecurities provides
advisory services via its consultancy division.
EcoSecurities enters into three types of commercial arrangements in relation to
the creation of Carbon Credits: principal agreements, agent agreements, and
project development agreements. Principal transactions involve EcoSecurities
buying the Carbon Credits that it creates for project developers to hold in its
own Carbon Credit portfolio. Agent agreements involve EcoSecurities contracting
with project developers to assist in the process of creating Carbon Credits from
projects in return for a success fee based upon a percentage of Carbon Credits
sold or generated by the project over its lifetime, with, generally, the
exclusive right to arrange the sale of these Carbon Credits in the international
carbon market. Finally, EcoSecurities is increasingly becoming directly involved
in project development activities that are expected to generate Carbon Credits,
initially through its unincorporated joint venture, EcoMethane, which invests
in, develops and operates landfill gas projects. EcoSecurities plans to expand
this activity further by becoming directly involved in other projects based on
the reduction of methane emissions.
EcoSecurities has negotiated transactions over Carbon Credits involving a series
of buyers, including the World Bank, the International Finance Corporation,
Shell, Toyota Tsusho and Essent, and is currently contracted to manage carbon
facilities to source and contract Carbon Credits for the governments of Austria,
Denmark and Japan.
In August 2005, the Group concluded an investment by Cargill and MSM Capital
Partners and signed a business development agreement with Cargill. Under this
collaborative agreement EcoSecurities and Cargill have formed teams to explore
the emission reduction potential of Cargill's operations and those of its
clients and suppliers.
Key strengths
The Directors consider that the Group's key strengths are:
• the diversification of its project portfolio by both country and
technology;
• its considerable depth of experience and expertise in the Carbon
Credit market;
• its reputation as one of the world's leading CDM Project originators;
• its relationship with Cargill;
• its international network of offices and project originators;
• its ability to offer a comprehensive solution to CDM Project
developers; and
• the significant scale of the market it is addressing.
Corporate strategy
EcoSecurities' objective is to enhance its position as one of the world's
leading originators of Carbon Credits in a fast growing market. The Group aims
to significantly increase its existing Carbon Credit portfolio from its current
level of potentially up to 71.3 million tonnes in order to capitalise on the
anticipated increase in demand for Carbon Credits.
EcoSecurities intends to achieve this objective through the pursuit of a number
of strategies. The Group intends to increase the size of its Carbon Credit
portfolio by capitalising on its current project pipeline, further expanding its
global origination capabilities and leveraging its relationship with Cargill.
In addition, the Group intends to expand its involvement in principal
transactions and project development activities, as well as further enhancing
its in-house financial structuring capabilities in order to increase its carbon
trading margins.
Board of Directors
EcoSecurities has an experienced management team led by Bruce Usher (Chief
Executive Officer), the Company's co-founder, Pedro Moura Costa (President &
Chief Operating Officer), and Jack MacDonald (Chief Financial Officer). Mark
Nicholls is non-executive Chairman and the other non-executive Directors are Tom
Byrne, Brent Bechtle and Jesse Fink.
Ownership Structure
The Company's shareholder profile immediately following Admission will be as
follows:
Number of Ordinary Percentage of issued
Shares Ordinary Share
capital
Directors/employees 33,635,876 36.7%
MSM Capital Partners 14,172,628 15.5%
Cargill 6,172,628 6.7%
Other shareholders 1,645,544 1.8%
Institutions 36,000,000 39.3%
Total 100.0%
DEFINITIONS AND GLOSSARY
"ABN AMRO Rothschild" the unincorporated equity capital markets joint venture between
ABN AMRO Bank N.V. and NM Rothschild & Sons Limited
"Admission" admission of the ordinary shares (issued and to be issued in
connection with the Placing) to trading on AIM and such admission
becoming effective in accordance with rule 6 of the AIM Rules
"AIM" the Alternative Investment Market, a market of the London Stock
Exchange
"Carbon Credit" one of the various units to offset one tCO2e, including CERs,
Verified Emission Reductions (VERs), European Union Allowances
(EUAs), Assigned Amount Units (AAUs) and ERUs
"Cargill" Cargill, Incorporated
"CDM" the Clean Development Mechanism, one of three flexible mechanisms
included in the Kyoto Protocol
"CDM Project" a CDM project to produce CERs in a developing country which can be
funded by a foreign country to produce CERs for a foreign country
"CER" a type of Carbon Credit, known as a certified emissions reduction,
derived from CDM Projects in accordance with 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
"Company" EcoSecurities Group plc
"CO2e" carbon dioxide equivalent, the base reference for the
determination of the global warming potential of Greenhouse Gases
in units of CO2
"ERU" a type of Carbon Credit, known as an emission reduction unit,
derived from JI Projects in accordance with 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
"EcoSecurities" or the "Group" the Company and/or its subsidiaries, as the context requires
"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
"Hoare Govett" Hoare Govett Limited
"JI" joint implementation, one of the three flexible mechanisms
included in the Kyoto Protocol
"JI Project" a JI project to produce ERUs in a developed country which can be
funded by a foreign country to produce ERUs for a foreign country
"Kyoto Protocol" the protocol to the UNFCCC adopted at the Third Conference of the
Parties to the UNFCCC in Kyoto, Japan on 11 December 1997, as may
be amended
"MSM Partners" MSM Capital Partners, LLC
"Placing" the placing of new ordinary shares in the Company
"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 equivalent
This information is provided by RNS
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