Business
Reorganisation
Reorganisation.
About this update from Beacon Energy Plc
[{"type":"text","content":"\n Clean Energy Brazil PLC\n08 April 2008\n\n8 April 2008\n\n CLEAN ENERGY BRAZIL PLC\n ('CEB', the 'Company' or the 'Group')\n\n INTERNALISATION OF INVESTMENT MANAGEMENT\n\nClean Energy Brazil plc is pleased to announce a reorganisation of the Company\nunder which CEB will take responsibility for the management of its investments.\nThis change is geared toward improving returns on the Company's investments in\nthe Brazilian sugar and ethanol markets and the Board believes such change will\nbe beneficial for the shareholders in the Company.\n\nHighlights\n\nSince the IPO in December 2006, CEB has successfully invested a total of $214\nmillion in operating assets in Brazil. The Company is now fully invested in\nestablished and greenfield businesses, is fully integrated - from cane to\ncustomer - and has profitable operations. The Board has therefore decided to\nreorganise CEB as a self-managed investment company focusing on the production\nof sugar, ethanol, electricity and other by-products from its sugar cane\ninvestments in Brazil.\n\nAs part of the internalisation, the investment advisory agreement between CEB\nand Temple Capital Partners Limited ('TCP') will be terminated and CEB will\nacquire Temple Capital Partners Planejamento Empresarial Ltda ('TCP Brazil'),\nensuring that all of the expertise available from that organization will now\nreside within CEB.\n\nIn consideration for the termination of the investment advisory agreement with\nCEB, following an analysis of the supporting calculations performed by KPMG LLC\nat the request of the Board, TCP, whose shareholders include the initial\ninvestors in CEB, will receive a payment of $23 million to be satisfied by the\nissue of 11,800,000 new ordinary shares in CEB (the 'TCP Consideration Shares').\nAs a result of the termination of the investment advisory agreement, the\nmanagement and performance fees currently and potentially payable to TCP by CEB\npursuant to such agreement will be saved.\n\nThe issue of the TCP Consideration Shares will result in a dilution of 8% in\nrespect of CEB shareholders (except for those CEB shareholders who are also TCP\nshareholders and who will, as a result of the termination of the investment\nadvisory agreement, increase their respective shareholdings in CEB).\n\nFollowing the reorganisation, the reporting lines within the Company will be\...