Leaf Clean Energy Company

06/25/2018 | Press release | Distributed by Public on 06/25/2018 09:44

Leaf Clean Energy Company Redemption Announcement

DJ Leaf Clean Energy Company Redemption Announcement
TIDMLEAF
RNS Number : 3220S
Leaf Clean Energy Company
25 June 2018
This announcement contains inside information defined in Article 7 of the EU Market Abuse Regulation No 596/2014 and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.
25 June 2018
LEAF CLEAN ENERGY COMPANY
REDEMPTION ANNOUNCEMENT
In accordance with the Special Resolution passed by the requisite majority at the Extraordinary General Meeting held on 1 July 2014 and the powers therein granted to the Board, the Company will return approximately GBP19.497 million to Shareholders, equivalent to 16.50 pence per Share by way of a compulsory redemption of a proportion of all Shareholders' holdings of Shares (the "Redemption").
Words and expressions defined in the Circular posted to shareholders on 11 June 2014 (the "Circular") shall, save where the context requires otherwise, have the same meaning where they are used in this announcement.
The Redemption Price per Share shall be 29.72 pence (by reference to the Leaf Board's estimate of the NAV per Share as at 31 May 2018). The Redemption will be effected pro rata to holdings of Shares on the register at the close of business on the Redemption Record Date being 4 July 2018. Approximately 55.51% of the Company's issued share capital will be redeemed on the Redemption Date (that is 55.51 Shares for every 100 Shares held (the "Relevant Percentage"). Fractions of Shares will not be redeemed and so the number of Shares to be redeemed for each Shareholder will be rounded down to the nearest whole number of Shares.
As a result of the Company's receipt of US$36.4 million (approximately 23.2 pence per share) from Invenergy in relation to the court-ordered redemption by Invenergy of Leaf's stake in Invenergy, as previously announced on 15 June 2018, the Company currently has approximately GBP28.2 million in uncommitted cash. The Company plans to use GBP5.6 million of this cash to pay off the shareholders loan, the deferred fees of Company counsel in relation to the Invenergy lawsuit, a contingent fee owed to Company's financial advisor in relation to the previously announced redemption of Leaf's Invenergy stake, and incentives plans payments in relation to this Redemption. Following the Redemption, and the aforementioned payments, the Company will have GBP3.1 million in uncommitted cash, The Board intends to maintain sufficient cash balance to meet its costs throughout the previously announced appeal of the Delaware Chancery Court's (the "Court") ruling on Leaf's claim against Invenergy and the completion of the realisation programme and will consider further returns of capital in the event of further receipts from the Invenergy lawsuit or from further disposals.
The Company currently has 118,162,853 Shares in issue of which none are held in treasury. All of the Shares redeemed on the Redemption Date will be cancelled. A further announcement will be released following the Redemption Date to confirm the new number of Shares in issue.
The Shares will be disabled in CREST on the Redemption Date and the existing ISIN, KYG541351196 (the "Old ISIN"), will expire. A new ISIN, KYG541351279, in respect of the remaining Shares which have not been redeemed (the "New ISIN") will be enabled and available for transactions from and including the first Business Day following the Redemption Date. Up to and including the Redemption Date, Shares will be traded under the Old ISIN and as such, a purchaser of such Shares will have a market claim for a proportion of the redemption proceeds. CREST will automatically transfer any open transactions as at the Redemption Date (which is the record date for the purposes of the Redemption) to the New ISIN.
Payments of redemption proceeds are expected to be effected either through CREST (in the case of Shares held in uncertificated form) or by cheque (in the case of Shares held in certificated form) by 10 July 2018. Shareholders will be paid their redemption proceeds in Sterling.
EXPECTED TIMETABLE
Redemption Announcement date 25 June 2018
Redemption Date 04 July 2018
Redemption Record Date 04 July 2018
expiry of Old ISIN 04 July 2018
New ISIN enabled, CREST Accounts credited 05 July 2018
Payment of proceeds date 10 July 2018
CERTAIN POST-REDEMPTION ACTIVITIES OF THE COMPANY
As previously announced the Company has appealed the Court's award of nominal damages on its affirmative claims against Invenergy. The Company continues to believe it is entitled to damages of US$122.2 million plus pre-judgment interest. Taking into account the amount already received from Invenergy, this would represent at least an additional US$85.8 million or 54.6 pence per pre-Redemption share.
Whilst the Company believes it is entitled to the damages noted above it is the case that if the Company was unsuccessful in its appeal then the Company would receive additional amounts due under the put/call process previously described in Chairman's statements. The Company believes it would be due US$50.7 million less the amount already received from Invenergy of US$36.4 million being 12.1 pence per pre-Redemption share.
Invenergy has indicated that it is likely to contest the US$50.7 million amount and the trial court has ordered Invenergy to place US$15.3 million, representing the disputed amount plus one year of interest, in a court-controlled account pending resolution of these matters.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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June 25, 2018 02:00 ET (06:00 GMT)
TIDMMMX
RNS Number : 3224S
Minds + Machines Group Limited
25 June 2018
For immediate release: 07.00 25 June 2018
Minds + Machines Group Limited
("MMX" or the "Company")
China update
Minds + Machines Group Limited (AIM: MMX), one of the world's leading owners and operators of Internet Top-Level Domains ("gTLDs"), is delighted to announce that manual renewals for the period March 1 to June 30, covering over 525,000 registered .vip names that reached their annual renewal date in China during the period, have already surpassed 75%. This figure is, the directors believe, likely to increase as the rolling 45 day "at grace" period that follows a registration's anniversary renewal date ends.
The renewal results place .vip in-line with the best-in-class renewal rates of leading top-level domains globally and, the directors believe, based on the data available, makes .vip the top performing mass generic TLD in China, total registrations in .vip now standing at 888,400.
Toby Hall, CEO of MMX, commented,
"The key metrics for our lead property in China continue to be exceptional. Standard registrations in .vip, excluding bulk registrations, are up 28% year-on-year, and the usage count - based on the number of live .vip pages showing on China's main online search engine - is up 19% year-on-year. Further, we are very encouraged that the major technology groups in China are now wanting to increasingly promote the extension, most notably Alibaba and Tencent Cloud which has recently expanded its registrar operations in the region. The BAT's, China's major technology companies, increasingly see the provisioning of domain names as a key way to bring SME's into their cloud based universes for the delivery of services. As was the case last year, we anticipate revenues from the region to be H2 weighted given the 2018 allocation of .vip premium inventory is only now being released, post completion of its main renewal season. The H2 weighting of Chinese revenues will be further accentuated by the timing of this year's new property launches in China highlighted below."
New launches
The directors are separately pleased to report that on June 21, . (.shopping) formally entered General Availability and that .law is due to go on general sale in China before month-end. Both will be marketed by in-country specialists as high-value domain names. As a result, the directors do not anticipate significant registration numbers from these two properties but do expect meaningful revenue contributions from each over the course of the following 12 months. The directors additionally look forward to updating the market in the next eight weeks regarding the Company's first innovation based project which will potentially be released in the Asia region, at the same time as in the west, in H2.
Toby Hall added:
"Continuing to build our renewal revenues is central to our business and it is extremely encouraging that .vip renewal rates continue to be market leading. It provides strong cash flow and recurring revenues from which we can further scale the business with innovation and selective acquisition as exemplified with our recent acquisiton of ICM Registry LLC."
-ends-
For further information:
Minds + Machines Group 
  Limited 
 Toby Hall, CEO              Tel: +44 (0) 7713 
                              341072 
 Michael Salazar, COO/CFO    Tel: +1 (310) 740 
                              7499 
 
 
  finnCap Ltd                 Tel:+44 (0) 020 7220 
                              0500 
 Corporate finance - Stuart 
  Andrews/Carl Holmes/Simon 
  Hicks 
  Corporate broking - Tim 
  Redfern/ Richard Chambers 
 
 Belvedere Communications    Tel: +44 (0) 20 3567 
  Limited                     0510 
 John West 
  Kim van Beeck

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
About MMX
Minds + Machines Group Limited (LSE: MMX) is the owner and operator of a world class portfolio of 32 top-level domain assets (gTLDs). As a sales and marketing-led registry business, we are focused on commercializing our portfolio in partnership with our expanding global network of distribution partners.
The MMX portfolio is currently focused around geographic domains (e.g. .london, .boston, .miami, .bayern), professional occupations (e.g. .law, .abogado, and .dds), consumer interests (e.g. .fashion, .wedding, .vip), lifestyle (e.g. .fit, .surf, .yoga), outdoor activities (e.g..fishing, .garden, .horse) and generic names such as .work and .casa. The Company also recently acquired the ICM portfolio of four high value, niche TLDs. As a business, we work through our expanding international network of registrars and distribution partners to bring the benefits of affinity based domain addresses and identifiers to B2B and consumer audiences. For more information on MMX, please visit www.mmx.co
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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June 25, 2018 02:00 ET (06:00 GMT)