Proposed Acquisition of the entire Issued Share Capital of Proventus Energy Plc
16 2월 2012 - 2:44AM
UK Regulatory
TIDMCADP
Proposed Acquisition of the entire Issued Share Capital of Proventus Energy Plc
Captive Audience Display Solutions Plc
("CADS" or "the Company")
Proposed Acquisition of the entire Issued Share Capital of Proventus Energy Plc ("PEP") (the
"Acquisition")
Introduction
The Directors of CADS (the "Directors") are pleased to announce that the Company has entered into a
conditional agreement with Samrat Deep Bhandari and Todor Valev Todorov (the "Vendors" or the
"Proposed Directors") to acquire the entirety of the issued share capital which CADS does not
currently own of Proventus Energy Plc ("PEP") for a consideration of approximately GBP 47,523,900
(Euro 55,600,000), such consideration to be satisfied through the issue to the Shareholders of PEP of
2,715,651,436 new Ordinary Shares in CADS representing approximately 92 per cent of the enlarged
issued share capital upon satisfaction of all conditions contained within the agreement. Each new
ordinary share of nominal value Euro 0.0001 will be issued at a premium of Euro 0.02 being a total
consideration per Ordinary Share of GBP0.0175p.
Completion of the Acquisition will constitute a "reverse takeover" under the PLUS Rules for Issuers
and is conditional, inter alia, on the approval of the shareholders of CADS.
It is expected that a circular (the "Circular"), which constitutes a PLUS Admission Document, will be
posted to shareholders of CADS by no later than 15th March 2012. The Circular will give full details
of the proposed Acquisition.
It is expected that a Notice convening an Extraordinary General Meeting for 22nd March 2012 at which
resolutions will be proposed for approval will be sent to Shareholders on or before 21st February
2012, to approve the Acquisition and to approve certain other matters connected to the acquisition and
to the administration of CADS. It is expected that completion of the Acquisition ("Completion") will
occur as soon as practicable following the passing of the resolutions. Re-Admission will be
conditional, inter alia, on the completion of the Re-Admission administration process.
Information on PEP
PEP was incorporated on 13th October 2010 in the United Kingdom with Company Number 07406093 and with
a registered office at William Albert House, 2 Mill Street, Bedford, Bedfordshire, MK40 3HD, UK.
PEP is a UK based renewable energy company, incorporated to actively participate in the global
processes of climate change prevention, environmental protection and creating secure conditions for a
positive future for society. The company's core activities include wind farm development and
operation, wind farm maintenance, wind farm consultancy and project management for third parties,
carbon credit trading and solar farm development and management.
PEP was set up to exploit wind farm and solar farm opportunities in Bulgaria and in due course in
other areas of strategic geographical interest. The Company's main investments to date have been in
wind and solar farms in Bulgaria.
PEP holds 90% of the entire Share Capital of Proventus Energy Bulgaria OOD which is a Bulgarian
company with registered number 201576976. This Bulgarian company was incorporated on 27th May 2011 and
is a project management company.
PEP holds 80% of the entire Share Capital of Dobrotich Wind EAD, a Bulgarian company with registered
number 200773401. Dobrotich Wind EAD is the lawful holder of the right to construct wind turbine
generators over 35 separate land plots ("sites"), by virtue of notary deeds, establishing construction
rights for a period of 25 years ("Dobrotich Wind Farm Project"). The Dobrotich Wind Farm Project was
valued by an independent Energy Auditor, Plamen Penkov, Ph.D., M.Sc. dated 27th January 2012 and using
assumptions appropriate to the valuation exercise. This valuation indicated a value of between Euro
220,000 and Euro 255,000 per 1 MW approved for installation which in turn therefore values the 80%
interest of Proventus Energy Plc in the Dobrotich Wind Farm Project at an amount of Euro 36,800,000
(200MW * Euro 230,000 * 80%).
PEP holds 100% of the Share Capital of Proventus Solar Ltd, a Bulgarian company with registered number
201392798. Proventus Solar Ltd is involved in the operation of solar energy projects and is the 100%
Shareholder of two companies namely, Euro Building Group EOOD and Sitovo Solarenergie EOOD both of
which currently own various land plots in the sunny South Eastern part of Bulgaria. It is intended
that these land plots will be utilised for a solar energy project known as the "Photovoltaic Power
Plant Project Sunsitovo". The Photovoltaic Power Plant Project was valued by an independent Energy
Auditor, Plamen Penkov, Ph.D., M.Sc. dated November 2011 and using assumptions appropriate to the
valuation exercise. This valuation indicated a value of approximately Euro 248,293 per 1 MW approved
for installation which in turn therefore values the 100% interest of Proventus Energy Plc in the
Photovoltaic Power Plant Project at an amount of Euro 18,622,000 (75MW * Euro 248,293 * 100%).
The Board of Directors CADS (the "Board")
The Board currently comprises Liam McGrattan, Lisa McDonnell, Keith Jordan and Graham Curtis (non-
executive). On completion Lisa McDonnell and Keith Jordan will stand down and Todor Valev Todorov,
Samrat Deep Bhandari and Nial Ring will join the Board as Chief Executive Officer, Chief Financial
Officer and Vice-Chairman respectively.
Further information on the Proposed Directors will be set out in the Circular.
Current Operations
The group's other business activities in Ireland and the Middle East will continue and will be
unaffected by the above developments.
The directors of the issuer accept responsibility for this announcement.
Contact Details:
Captive Audience Display Solutions Plc
Mr. Liam McGrattan
Tel. Ireland: +353 1 823 0510
LHM Casey McGrath
Mr. Con Casey
Tel. Ireland: +353 1 495 9200
Con.casey@lhmcaseymcgrath.ie
Captive Audience Display Solutions plc
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