(LEAF.L) Leaf Clean Energy Company Buy/Sell

RNS Number : 5663I Leaf Clean Energy Company 15 March 2010

15 March 2010

Leaf Clean Energy Company ("Leaf Clean" or the "Company")

Director/PDMR Shareholding

Leaf Clean Energy announces that on 12 March 2010 it received notification from Peter O'Keefe and Curt Moffatt, Directors of Leaf Clean, of the following purchases of ordinary shares in the Company:

No. Shares Price per share Date of dealing
Curt Moffatt 50,000 61 p 12 March 2010
Peter O'Keefe 15,000 65 p 11 March 2010

Enquiries:

Leaf Clean Energy

Bran Keogh via Cenkos

Cenkos Securities plc

Ivonne Cantu/Oliver Goad 0207 397 8980

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 5490I Leaf Clean Energy Company 15 March 2010

15 March 2010

Leaf Clean Energy ("Leaf Clean" or the "Company")

Leaf Clean announces that a circular will be dispatched to shareholders resident in, or citizens of, a jurisdiction outside the United States, Canada, Australia and Japan as recorded in the register of members of the Company as at 6 p.m. on 12 March 2010 (the "Eligible Shareholders") later today (the "Circular") setting out the terms and conditions of a reverse auction tender offer for up to a maximum value of US$27 million or the pound sterling equivalent (the "Reverse Auction Tender Offer") and of a buy-back of ordinary shares of the Company (the "Ordinary Shares") of up to a maximum value of US$20 million or the pound sterling equivalent (the "General Buy-Back") and convening an extraordinary general meeting to be held on Thursday 8 April 2010 to obtain Shareholder approval for the Reverse Auction Tender Offer and the General Buy-Back (the "Extraordinary General Meeting").

Background to and Reasons for the Reverse Auction Tender Offer and the General Buy-Back

On 19 February 2010, Leaf Clean announced that the proposed merger of the Company with Trading Emissions plc would not proceed. Despite the fact that 94% of Leaf Clean's shareholders voted affirmatively in favour of the merger, the transaction failed to secure sufficient support from Trading Emissions' shareholders. The Board of Leaf Clean stated its commitment to address the Company's substantial share price discount to Net Asset Value, which had arisen as a result of the significant drop in the share price of Leaf Clean throughout the offer period. On 6 November 2009, the latest practicable date prior to the announcement that Leaf Clean was in discussions with Trading Emissions, the price per Leaf share was 98p as compared to the NAV per share of 102.9p (based on the Company's NAV per share as of 30 June 2009 of US$170.97cents, the latest published NAV at the time, and a $/£ exchange rate of 1.66 on 6 November 2009). Throughout the offer period the share price of Leaf dropped substantially closing at 62.5p on 19 February 2010, an implied discount of 44% to the NAV per share (based on the Company's NAV per share of US$172.34 cents, being the NAV per share as of 30 June 2009 adjusted for the repurchase of 1.46 million shares, and a $/£ exchange rate of 1.55 as of 19 February 2010).

In order to address the discount to NAV, the Company proposed a share buyback programme including by way of a Reverse Auction Tender Offer by the Company for up to a maximum value of US$27 million at a maximum price of 65 pence per Ordinary Share. In addition to the Reverse Auction Tender Offer, the Board also announced its intention, subject to asset realisations and general market conditions, to return further cash by way of market purchases of Ordinary Shares by the Company for up to a further maximum value of US$20 million.

Over the last two years, the Board of Leaf Clean has successfully employed buybacks as a mechanism to manage the Company's share price discount to its Net Asset Value. On 9 November 2009, when Leaf Clean entered into an offer period in relation to the Company's proposed merger with Trading Emissions, the Company suspended its share buyback programme and was largely prevented from buying back its shares for the duration of such period. After entering into the offer period, the share price of the Ordinary Shares declined substantially and as a consequence the discount to Net Asset Value has widened. On 12 March 2010, the latest practicable date prior to this announcement, the closing price of a Leaf Clean Ordinary Share was 61.5p as compared to the NAV per share of 103.5p (based on the NAV per share of US$158.23 cents as of 31 December 2009, the latest published NAV, adjusted for the repurchase of 1.46 million shares, and a $/£ exchange rate of 1.52 as of 12 March 2010).

The Reverse Auction Tender Offer and General Buy-Back will provide an opportunity to return capital to those Eligible Shareholders who are seeking a total or partial exit (subject to requests of other Eligible Shareholders and the price in pounds sterling at which an Eligible Shareholder tenders some or all of his Ordinary Shares for purchase by the Company under the Reverse Auction Tender Offer, which will be a price per Ordinary Share being a minimum of 5 pence and a maximum of 65 pence and all prices within such range which are a multiple of 5 pence (the "Tender Price")) at which Ordinary Shares are tendered) whilst preserving and enhancing the interests of the remaining holders of Ordinary Shares. In determining the maximum level of cash to be returned to Eligible Shareholders, the Board has taken account of the Company's commitments to its existing investments and the capital required to maintain its financial strength.

The full terms and conditions of the Reverse Auction Tender Offer and the General Buy-Back are set out in the Circular. Details of the principal terms and conditions of the Reverse Auction Tender Offer and the General Buy-Back are set out below.

The Reverse Auction Tender Offer

The Board is proposing to return up to US$27 million or the pound sterling equivalent of cash (the "Aggregate Maximum") through a purchase by the Company of existing Ordinary Shares from Eligible Shareholders pursuant to the Reverse Auction Tender Offer. Once purchased by the Company pursuant to the Reverse Auction Tender Offer those Ordinary Shares will be cancelled.

· Maximum Price of 65p which represents a premium of approximately 5.7 per cent. over the middle market closing price of 61.5 pence per Ordinary Share on 12 March 2010.
· Maximum number of shares that may be acquired by the Company pursuant to the Reverse Auction Tender Offer is 64.1 million. The Maximum number of shares has been set at such number as would not increase the Company's largest Shareholder's holding above 50 per cent. of the Company's issued share capital. The maximum number of shares that may be acquired pursuant to the Reverse Auction Tender Offer represents approximately 35.2 per cent. of the Company's issued share capital as at 15 March 2010.
· Price range between the nominal value per share of £0.0001p and a maximum of 65 p. Only tenders made at five pence increments within the Price Range can be accepted (e.g. 65, 50, 55 pence, etc).
· Eligible Shareholders can tender some or all of their holding of Ordinary Shares at a price/prices within the Price Range.

· Tenders of Ordinary Shares by Eligible Shareholders will be accepted by the Company in ascending order of the Tender Price, starting with the lowest tender price validly tendered by an Eligible Shareholder under the Reverse Auction Offer (the "Lowest Tender Price").

· Once tenders of Ordinary Shares by Eligible Shareholders at the Lowest Tender Price have been accepted, the Company will then accept tenders at the next lowest Tender Price and so on, until the Aggregate Maximum has been accepted.
· Acceptance of tenders of Ordinary Shares at the same price (within the Price Range) by Eligible Shareholders may be scaled back pro rata to ensure that the aggregate consideration paid to Shareholders does not exceed the Aggregate Maximum.

· Eligible Shareholders do not have to tender any Ordinary Shares if they do not wish to, but once submitted, a tender form or tender instruction to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE ("Depositary") regarding acceptance of the tender (as appropriate) is irrevocable and cannot be withdrawn. Eligible Shareholders or holders of Depositary Interests resident in, or citizens of, a jurisdiction outside the United States, Canada, Australia and Japan (the "Eligible Persons") should note that, once tendered, Ordinary Shares or Depositary Interests may not be sold, transferred, charged or otherwise disposed of.

· All or part of a registered holding of Ordinary Shares may be tendered at different Tender Prices, but only one tender may be made in respect of any single Ordinary Share. The total number of Ordinary Shares tendered by any Eligible Shareholder, even if tendered at various prices within the Price Range, should not exceed the total number of Ordinary Shares held by such Shareholder. If the total number of Ordinary Shares tendered by any Eligible Shareholder exceeds the total number of Ordinary Shares held by that Eligible Shareholder, they shall be deemed to have tendered the maximum number of Ordinary Shares held by them and where relevant priority shall be given to the tenders in the order that they are received from that Eligible Shareholder with the first received taking priority and so forth.

· Eligible Shareholders are entitled to tender Ordinary Shares for sale at different prices within the Price Range, but all Ordinary Shares purchased by the Company will be purchased in accordance with the order of priority described above.

· Tenders of Ordinary Shares without any specified Tender Price will be invalid.
· The Company is entitled not to, and will not, proceed with the Reverse Auction Tender Offer, in certain circumstances as set out in Section A of paragraph I of Part II of the Circular including if the Directors conclude that the Reverse Auction Tender Offer would no longer be in the best interests of the Company.
· Ordinary Shares will be purchased by the Company free of commissions and dealing charges.

· The Reverse Auction Tender Offer is conditional upon the passing of Resolution 1 in the Notice of Extraordinary General Meeting set out in the Circular, by Shareholders at the Extraordinary General Meeting.

None of the Directors intend to tender any part of their Ordinary Shares pursuant to the Reverse Auction Tender Offer.

The General Buy-Back

Depending upon asset realisations and general market conditions, the Company proposes to return up to a further US$20 million or the pound sterling equivalent of cash by way of the General Buy-Back.

· The maximum number of shares subject to the General Buy-Back is to 64.1 million Ordinary Shares less such number of Ordinary Shares as may be purchased by the Company under the Reverse Auction Tender Offer. The maximum number of shares has been set at such number as would not increase the Company's largest Shareholder's holding above 50 per cent. of the Company's issued share capital.
· The maximum price payable for the purchase of Ordinary Shares under the General Buy-Back will (other than under a tender offer) be limited to 5 per cent. above the average of the middle market closing prices for an Ordinary Shares as derived from the AIM Appendix of the Stock Exchange Daily Official List for the five business days prior to purchase.
· Any purchases pursuant to the General Buy-Back may be made by way of market purchases or by a tender offer to Shareholders but any purchases pursuant to the General Buy-Back authority in excess of 15 per cent. of the issued share capital of the Company as existing immediately following completion of the Reverse Auction Tender Offer shall be made by way of further tender offer to all shareholders of the Company.

· The General Buy-Back is conditional upon the passing of Resolution 2 in the Notice of Extraordinary General Meeting by Shareholders at the Extraordinary General Meeting set out on pages 32 to 34 of the Circular, by Shareholders at the Extraordinary General Meeting.

· Authority was taken by the Company at its AGM on 30 November 2009 for the Company to make market purchases of up to a maximum of 18,363,377 ordinary shares and this authority will be revoked if Resolution 2 (the resolution in relation of the General Buy Back) is passed.
· If approved by Shareholders the authority in Resolution 2 would be exercisable until the earlier of the conclusion of the next AGM of the Company and the date which is 18 months after the date of the Extraordinary General Meeting.

The Reverse Auction Tender Offer is open to Eligible Shareholders on the Company's register as at 6 p.m. on Friday 12 March 2010.

Eligible Shareholders who hold Ordinary Shares in certificated form and who wish to tender their Ordinary Shares in the Reverse Auction Tender Offer should complete a tender form and return it in accordance with the instructions printed thereon by no later than 4pm on Tuesday 6 April 2010. Eligible Shareholders should return Forms of Proxy for the Extraordinary General Meeting to the Company's registrars, Computershare Investor Services (Jersey) Limited, 31 Pier Road, St Helier, Jersey, JE4 8PW (the "Registrars") as soon as possible and by no later than 4pm on Tuesday 6 April 2010.

Eligible Persons who wish to tender their Depositary Interests in the Reverse Auction Tender Offer should arrange for the appropriate tender instructions to be sent to the Depositary as soon as possible and not later than 3pm on Thursday 1 April 2010. Eligible Persons should return Forms of Instruction for the Extraordinary General Meeting to the Company's Registrars, as soon as possible and by no later than 4pm on Thursday 1 April 2010.

Expected Timetable of Events

Event Time and/or date
Reverse Auction Tender Offer announced Monday 15 March 2010
Notice of Extraordinary General Meeting posted Monday 15 March 2010
Record Date for the Reverse Auction Tender Offer 6pm on Friday 12 March 2010

Latest time for Depositary to receive tender instructions in respect
of the Reverse Auction Tender Offer 3pm on Thursday 1st April 2010
Latest time for lodging Forms of Instruction for Leaf Clean EGM 4pm on Thursday 1st April 2010

Latest time for receipt of Tender Forms and certificates in respect
of the Reverse Auction Tender Offer 4pm on Tuesday 6th April 2010
Latest time for lodging Forms of Proxy for Leaf Clean EGM 4pm on Tuesday 6th April 2010
Leaf Clean EGM 4pm on Thursday 8th April 2010

Announcement of the results of the EGM and of the

Reverse Auction Tender Offer Thursday 8th April 2010
Settlement of the Reverse Auction Tender Offer consideration Tuesday 13 April 2010

Capitalised terms used in this announcement but not defined herein, shall have the same meaning as in the Circular.

The Circular in connection with the Reverse Auction Tender Offer and the General Buy-Back will be dispatched to Shareholders later today and will be available on the Company's website www.leafcleanergy.com.

Enquiries:

Leaf Clean Energy Company

Bran Keogh via Cenkos

Cenkos Securities plc

Ivonne Cant? Goad 0207 397 8900

Restrictions:

The making of the Reverse Auction Tender Offer in, or to, persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom ("Overseas Shareholders"), or to persons who are custodians, nominees or trustees for Overseas Shareholders, may be prohibited or affected by the laws of the relevant overseas jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholder wishing to tender Ordinary Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes by whomsoever payable and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay.

In particular, the Reverse Auction Tender Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan (the "Restricted Territories"), or to, or for the account or benefit of, any Shareholders who are citizens or nationals of, or resident in, any of the Restricted Territories (the "Excluded Overseas Shareholders"), or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions, and the Reverse Auction Tender Offer should not be accepted by any such use, means, instrumentality or facility or from within the Restricted Territories, or from, or for the account or benefit of, any Excluded Overseas Shareholders, or from any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions. Doing so may render invalid any purported acceptance. Accordingly, neither this announcement nor the Circular and/or the accompanying Tender Form, is being, nor may they be, mailed or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange) of the Restricted Territories, or to, or for the account or benefit of, any Excluded Overseas

Shareholders, or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions. All Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, or who may have a contractual or legal obligation to, forward this announcement or the Circular and/or the accompanying Tender Form in any jurisdiction outside the United Kingdom, should read the details in this regard which are contained in Section 2 ("Overseas Shareholders") in Part II of the Circular before taking any action.

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 4491I Leaf Clean Energy Company 11 March 2010

Leaf Clean Energy Company ("Leaf Clean" or the "Company")

11 March 2010

Director/PDMR Shareholding

Leaf Clean announces that it received notification from Simon Shaw, Chairman of EEA, the asset adviser of Leaf Clean that he has today acquired 300,000 ordinary shares in the Company at a price of 60p per share.

Enquiries:

Leaf Clean Energy

Bran Keogh via Cenkos

Cenkos Securities plc

Ivonne Cantu/Oliver Goad 0207 397 8980

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 4064I Leaf Clean Energy Company 11 March 2010

Leaf Clean Energy Company ("Leaf Clean" or the "Company")

10 March 2010

Director/PDMR Shareholding

Leaf Clean Energy announces that it received notification today from Peter Tom, Chairman of Leaf Clean, Bran Keogh, Director and Simon Shaw, Chairman of EEA, the asset adviser of Leaf Clean of the following purchases of ordinary shares:

No. Shares Price per share
Bran Keogh 50,000 62p
50,000 60p
Peter Tom 100,000 60p
Simon Shaw 500,000 60p

Enquiries:

Leaf Clean Energy

Bran Keogh via Cenkos

Cenkos Securities plc

Ivonne Cantu/Oliver Goad 0207 397 8980

This information is provided by RNS The company news service from the London Stock Exchange

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