Strategic Alliance and Convertible Loan Note
December 24 2008 - 7:00AM
UK Regulatory
RNS Number : 7946K
Libertas Capital Group PLC
24 December 2008
24 December 2008
LIBERTAS CAPITAL GROUP PLC ("LIBERTAS CAPITAL" OR "THE COMPANY")
Strategic alliance with Avis Energy Group of Companies ("Avis Energy"), �8.5m Convertible Loan Note
Libertas Capital (AIM: LBR), the financial services group, announces today that it has entered into a strategic alliance with Avis
Energy, a global renewable energy group, combined with an investment by Avis Investment (UK) Limited, a 100% owned subsidiary of Avis Energy
Limited, part of Avis Energy, by way of an �8.5m Convertible Loan Note. Of this amount, �1,125,498 is to be drawn down immediately, which,
if converted under the terms of the Convertible Loan Note, would represent 29.9 per cent of the enlarged issued share capital. The issue of
the remainder of the Convertible Loan Note is conditional upon, inter alia, shareholder approval. Full conversion of the Convertible Loan
Note will result in the issue to Avis Energy of up to 283,333,333 ordinary shares representing 76% of the issued share capital in Libertas
Capital. A circular will be sent to shareholders with further information and to seek the relevant approvals in due course.
Avis Energy is entering into this strategic alliance with Libertas Capital in order to develop its capability to finance its existing
300 projects and joint venture partners around the world. Libertas Capital offers an appropriate investment platform for this purpose
particularly in view of its depth of knowledge in the Waste to Energy/Renewable Energy sectors.
Strategic Alliance
Libertas Capital has entered into a strategic alliance with Avis Energy to develop further its investment banking business in the
following product areas:
* Corporate Finance
* Equity Securities and Research
* Fixed income/Debt products (lead manager and dealer)/Derivatives
* Treasury
* Asset management / Principal investment
As part of this strategic alliance Avis Energy is contributing to Libertas Capital its activities in fixed income/debt products,
treasury, and asset management/principal investment.
It is anticipated that the revenue and profitability of Libertas Capital will be significantly enhanced by this strategic alliance.
The sector focus of the enlarged Libertas Capital will remain as it is already, namely, Renewable Energy and Waste to Energy, Energy,
Natural Resources, Real Estate and Technology/Telecommunications. Libertas Capital will maintain its established network of offices in
London, Dubai, New York and Hong Kong. Further regional offices may be opened as and when the business requires.
Information on Avis Energy
Avis Energy is an international waste management and conversion company is active in over 35 countries
around the globe with some 300 plants under negotiation and development. Since its establishment in 2007, Avis Energy is becoming a
leader in the management and recycling of municipal waste using its proprietary Cold Catalytic Conversion (CCC) technology, offering
sustainable management of urban waste disposal across the world. Through the use of its CCC technology, Avis Energy is able to convert
municipal waste into diesel fuel, electricity and water. Avis Energy is committed to confronting the challenges presented by population
growth and the corresponding increased demand for energy. By cooperating with local country partners, Avis Energy not only creates
employment for local communities where projects are launched, but also raises health standards while boosting local economies.
Terms of the transaction
* Libertas Capital will issue and Avis Energy will subscribe for a �8,500,000 Convertible Loan Note at a price of �1.00 per note on
the following terms:
a. �1,125,498 to be drawn down immediately.
b. the issue of the remaining �7,374,502 will be conditional upon the receipt of
shareholder and regulatory approvals.
c. each note will be convertible (mandatory) into ordinary shares of 1p shares of the
Company at a price of 3p for a period of 12 months from 1st January 2009 subject
to shareholder and regulatory approvals.
d. each note bears a semi-annual coupon of 4.25% per half year, paid in kind or cash.
e. no fixed term, but the Convertible Loan Note will be repayable after 12 months at
90 days' notice in writing.
* It is Avis Energy's intention to exercise its rights under the Convertible Loan Note which conversion will result in it holding
76% of Libertas Capital's issued share capital once all approvals shareholder, regulatory or otherwise have been made and all conditions
met.
* Libertas Capital will maintain in place at all times a long term management and staff incentive plan comprising options to acquire
in aggregate up to 20% of its enlarged issued share capital from time to time fully diluted for options. Initially the exercise price of
these options shall be 3p per share.
* The board of Libertas Capital will comprise Jakob Kinde (Executive Chairman), Tim Murray (Chief Executive officer), a Chief
Financial Officer (initially Frank Dullaghan but a new director to be subsequently nominated by Avis Energy), Dr Cyrus Bassiri ( proposed
new Vice Chairman), Roger Barlow (Non-Executive director), Martin Landman ( proposed new Non-Executive Director), Michael Shore (proposed
new Non-Executive Director) and Michael Naylor (Non-Executive Director), subject to satisfactory due diligence on the proposed directors and
any regulatory approvals as may be required.
* Subject to receipt of the relevant approvals, Dr Cyrus Bassiri will be issued such number of shares as would represent two per
cent of the enlarged share capital of the Company following this investment.
* Avis Energy will immediately enter into two engagements with Libertas Capital Corporate Finance ("LCCF") Limited:
- LCCF shall be engaged as adviser, arranger and lead manager on all Avis
Energy's forthcoming fundraisings including bond issues.
- LCCF shall be engaged as lead or sole adviser on all mergers and acquisitions of Avis
Energy.
* The Board of Libertas Capital will forthwith seek and shall apply all reasonable efforts to procuring:
- Authority from its shareholders to allot the shares necessary for the Convertible Loan Note
to be converted.
- Shareholders' approval waiving the requirements of Rule 9 of the City Code on
Takeovers and Mergers in connection with this transaction.
- All necessary approvals from the relevant regulatory authorities for Avis Energy to
become a controller of Libertas Capital.
- Approvals as required as to the revised composition of the Board.
More information will be provided on this strategic alliance in a shareholders' circular in due course.
Jakob Kinde, Executive Chairman, said: "We are delighted with this strategic alliance with Avis Energy. This partnership will strengthen
substantially our capabilities within investment banking and will provide us with new product areas in fixed income, treasury and asset
management/principal investment. This wider platform will enable us to provide a wider range of services to our new strategic partner Avis
Energy and all our existing and new potential clients. The funding of �8.5m will give us the balance sheet strength that we have been
seeking for some time. We look forward to an exciting future with our new strategic partner Avis Energy and all our clients."
For further information please contact:
Libertas Capital Group plc +44 (0) 20 7569 9650
Jakob Kinde, Executive Chairman
Tim Murray, Chief Executive Officer
Avis Energy
Dr Cyrus Bassiri +44 (0) 20 7702 2228
Grant Thornton UK LLP +44 (0) 20 7383 5100
Fiona Owen
Buchanan Communications +44 (0) 20 7466 5000
Mary Jane Johnson
Notes to Editors
About Libertas Capital Group plc
Libertas Capital is an international financial services firm offering its clients a full range of dedicated independent Corporate
Finance Advisory, Research and Distribution services.
Corporate finance services include investment bankers with substantial depth of European/international M&A and general corporate finance
experience, as well as entrepreneurs and industrial professionals with extensive experience and expertise in their particular fields, having
completed in excess of US$100 billion in transactions.
In our research and distribution services we offer our clients a dedicated research capability with deep industry knowledge in our core
sectors -Renewable Energy and Waste to Energy, Energy & Natural Resources, Real Estate and Technology & Telecoms. Our extensive distribution
network covers UK, European, Asian, Middle Eastern and US institutional clients.
Our business is based on core values and strengths which we believe both differentiate Libertas Capital from its competitors and give us
a competitive advantage. We aim to provide a high level of customer service that will result in long term client relationships based on the
principles of openness, innovation and creativity.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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