Further re Proposed acquisition of Pyromex Holding
3 January 2012
PowerHouse Energy Group plc
("The Company" or "PowerHouse")
Further Re. Proposed acquisition of Pyromex Holding, AG
PowerHouse (AIM: PHE), an alternative energy company specialising in the manufacture and sale of zero emission waste-to-energy equipment systems, is pleased to announce that further to the announcement made on 3 August 2011, on 30 December 2011 it served notice on the vendor, Peter Jeney, to exercise its option to acquire the remaining 70 per cent. interest in Pyromex Holding, AG ("Pyromex")("the Target Shares") for an initial consideration of £2.5 million in cash over the 18 months following completion and a maximum potential further consideration of £30.5 million dependent on the achievement of certain market capitalisation or profit targets of the enlarged Group.
The terms of the option that PowerHouse has exercised are as follows:
· The maximum potential consideration of £33 million comprises four payments of £625,000 each, the first being payable on Completion and the remainder at six-monthly intervals thereafter, a further £15.25 million in cash or shares, at PowerHouse's option, when PowerHouse's market capitalisation exceeds £92 million or the enlarged Group achieves an annual net profit after tax of £6.1 million (whichever occurs first). Similarly, a further payment of £15.25 million will be payable in cash or shares, at PowerHouse's option, when PowerHouse's market capitalisation exceeds £168 million or the enlarged Group achieves an annual net profit after tax of £12.2 million (whichever occurs first). In the event that the latter two payments become payable, the Directors intend to explore various financing options, including a proportion of debt, to fund these stages of the transaction;
· Completion of the acquisition is expected to occur on or before 6 January 2012;
· on completion PowerHouse shall pay the first tranche of consideration to Peter Jeney in cleared funds; and
· in the event that PowerHouse does not make subsequent payments when they are due, Peter Jeney will have the right to acquire the Target Shares for £1.
The Board of PowerHouse is finalising financing arrangements to enable it to complete the acquisition of the Target Shares which it expects to complete before 6 January 2012.
Pyromex is the developer and owner of zero emission, ultra-high temperature waste-to-energy gasification technology which PowerHouse has under licence from Pyromex and upon which PowerHouse's manufacturing and sales business is based.
The Directors believe that PowerHouse will significantly expand its sales pipeline by acquiring its technology licensor. Pyromex has, during its technology development phase, generated a global following of potential customers now representing a valuable sales pipeline of future contracts to be delivered through the PowerHouse Group.
A further announcement will be made in due course.
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For additional information please contact:
PowerHouse Energy Group plc
Ross Lyndon-James
Ph: +44 (0) 20 7887 1362
Merchant Securities Limited (NOMAD and Broker)
David Worlidge/Simon Clements
+44 (0) 20 7628 2200
Paterson Securities Limited (Australian Broker)
Emmanuel Duvnjak
+61 (0) 412 734 200
Pelham Bell Pottinger
Nick Lambert / Jenny Renton
+44 (0) 20 7861 3232
Notes to Editors:
· PowerHouse is a leading provider of economically proven, on-site, clean energy systems that use traditional and renewable forms of fuel to generate electric and thermal energy in an environmentally responsible way. PowerHouse's forward development strategy includes the conversion of waste and coal and coal waste to cleaner liquid fuels including diesel and jet fuels
· PowerHouse offers a complete turnkey waste/biomass to energy equipment solution either by: direct sale or energy supply under long term power purchase agreements
· PowerHouse's shares trade on the Alternative Investment Market under the ticker (PHE)
This information is provided by RNS
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