DGAP-News: European CleanTech 1 S.E.: European CleanTech I SE intends to enter into a business combination with the independent Electrawinds Group, a European Cleantech Company
(firmenpresse) - DGAP-News: European CleanTech 1 S.E. / Key word(s): Letter of
Intent/Acquisition
European CleanTech 1 S.E.: European CleanTech I SE intends to enter
into a business combination with the independent Electrawinds Group, a
European Cleantech Company
02.05.2012 / 07:34
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- 115-million euro SPAC ECT I plans business combination
- Leading Belgian cleantech company with many years of experience in
developing and operating 'clean' power plants
- Technologically diversified with biomass and wind as well as
international market presence
- Electrawinds is receiving up to 95.4 million euros for future
international expansion
- Extraordinary general shareholders' meeting of ECT I will vote on the
proposed business combination on 15 June 2012
- Former shareholders of Electrawinds still hold majority with up to
approx. 76.2% of the public shares
Luxembourg/Ostend on 2 May 2012 - European CleanTech I SE (ECT I), a
Special Purpose Acquisition Company (SPAC) listed on the regulated market
of the Frankfurt Stock Exchange (Prime Standard), announced today that it
has reached an agreement with the management and shareholders of the
Belgian cleantech company Electrawinds NV concerning a business
combination. Electrawinds is one of the leading Belgian companies in the
production of clean energy. If the transaction is successful, the
shareholders of Electrawinds will receive upon closing up to EUR 14.6
million in cash and additionally up to 39.9 million shares of ECT I. As a
result of the business combination, the company would have up to EUR 95.4
million available for future investments. The transaction requires the
approval of an ECT I extraordinary general shareholders' meeting.
'We are convinced that with Electrawinds we have identified an outstanding
company of the cleantech sector, whose attractive business model and solid
performance promise long-term growth. The Group with a company value of
approx. 750 million euros has a competitive advantage thanks to its many
years of experience in all phases of project development to operation of
renewable energy power plants as well as its international market presence
and high degree of technological diversification,' Sven-Roger von
Schilling, CEO of ECT I. 'The merger with ECT I enables Electrawinds to
efficiently and quickly obtain a listing on the stock market. In addition
to access to the capital market, the company already well-known in the
Benelux countries will become more widely recognized internationally and
can accelerate its growth strategy.'
Electrawinds is an internationally operating energy company, which
specialises in power generation from renewable resources as well as on
development and technological optimisation of power plants that burn or
refine organic waste for generating electricity. Founded as a family-run
company in 1998, Electrawinds is one of the leading clean technology
companies in Belgium today. The company with headquarters in Ostend,
Belgium, develops and operates highly efficient power plants in line with
state-of-the-art technology, which generate clean energy from wind, biomass
and the sun. Electrawinds is represented on every level of the value chain
and has advanced itstechnological diversification consistently over the
past years. Thanks to its technological and geographic diversification as
well as its focus on operational excellence, the highly specialised company
has a balanced power plant portfolio today and consequently a decisive
competitive advantage. In addition, Electrawinds is reinforcing its market
position for the long term by securing feedstock supplies of existing and
future biomass facilities through vertical integration.
The Electrawinds group is currently active in 12 countries. In addition to
plant sites in Belgium, France, Italy, Bulgaria, Poland and Romania,
Electrawinds is currently developing projects in Ireland, UK, Serbia, South
Africa, Kenya and Namibia. The selection of the sites, at which
Electrawinds initiates operations, is based on their substantial potential
for renewable energies as well as favourable and stable investment
conditions in addition to the climate conditions (e.g., wind conditions,
hours of sunshine and availability of biomass). In 2011, Electrawinds
achieved an operating revenue of EUR 116.5 million and an EBITDA of EUR
31.1 million, with an aggregate gross installed production capacity of
251.4 megawatts (MW) divided into wind (173.0 MW), biomass (72.5 MW) and
solar energy (5.9 MW).
Luc Desender, Founder and CEO of Electrawinds: 'We are fully convinced of
the business combination with ECT I. Since our foundation 14 years ago, we
have grown to become one of the leading clean technology companies in
Belgium. Thanks to this business combination, we are going to increase our
visibility on the market and strengthen our market position in the long
term. We are going to invest the additional equity capital of up to EUR
95.4 million in future growth to accelerate our international expansion.'
The goal of the sponsors of ECT I is to establish a close partnership with
the management of Electrawinds. Sven-Roger von Schilling, CEO of ECT I and
one of the sponsors: 'We are going to strive to contribute our many years
of know-how and our far-reaching expertise in technical and financial
topics.' In addition to Sven-Roger von Schilling, who worked previously as
chief financial officer and finance director in several listed clean
technology and IT companies, two proven capital market experts are on the
sponsor team who also have many years of entrepreneurial experience and
considerable networks: Dr. Helmut Vorndran and Willi Mannheims, both
managing partners of Ventizz Capital Partners, a private equity fund
focused on the cleantech sector.
In case of a successful transaction, the former shareholders of
Electrawinds would receive up to approx. 76.2% of the public shares while
the public shareholding of former shareholders of ECT I would amount to
approx. 23.8%, of which the sponsors of ECT I would hold up to 2.8%
(assuming no redemption of public shares by the Company as part of the
transaction and that the full cash consideration is paid to the
shareholders of Electrawinds). The current management team of Electrawinds
will continue its successful work in the combined entity.
The executive board and the supervisory board of ECT I each unanimously
approved the share purchase agreement and are going to submit the
transaction to the ECT I shareholders for a vote at an extraordinary
shareholders meeting in Luxembourg on 15 June 2012. If approval of the
proposed transaction is granted at the ECT I general shareholders' meeting,
Electrawinds NV will become a subsidiary of ECT I SE and ECT I SE will be
renamed 'Electrawinds SE'.
Invitation to telephone conference
We cordially invite you to a telephone conference today, May 2nd 2012, at
8:15 am CEST or 9:30 am CEST with Sven-Roger von Schilling, CEO of ECT I,
and Alex Vandekerckhove, Member of the Board of Electrawinds. The dial-in
number is +49 (0)69 22 22 1004 and the participant pin code is 83465936#.
European CleanTech I SE
European CleanTech I SE is a Special Purpose Acquisition Company (SPAC),
which was founded with the sole objective to purchase a company operating
in the cleantech sector with mainoperations in the European economic area.
Within the context of the IPO in October 2010, ECT I raised EUR 115 million
from institutional investors and has been listed since then in the
regulated market (Prime Standard) of the Frankfurter Stock Exchange. ECT I
has 24 months after the IPO to complete a business combination. Sven-Roger
von Schilling founded the company with headquarters in Luxembourg.
Additional sponsors are Dr. Helmut Vorndran and Willi Mannheims, both
supervisory board members of ECT I and managing partners of Ventizz Capital
Partners, a private equity fund focused on the cleantech sector.
www.ectse.com
Electrawinds NV
Electrawinds is an internationally operating energy company, which
specialises in energy generation from renewable resources as well as on
development and technological optimisation of power plants that use organic
waste for generating electricity. The company develops and operates highly
efficient power plants in line with state-of-the-art technology, which
generate clean energy from wind, biomass and solar power installations.
Electrawinds was founded as a family-run company in 1998 and has developed
into one of the leading cleantech companies in Belgium since then with
operations in several European countries and Africa. In 2011, Electrawinds
achieved an operating revenue of EUR 116.5 million and an EBITDA of EUR
31.1 million with an aggregate gross installed production capacity of 251.4
Megawatts divided into wind (173.0 MW), biomass (72.5 MW) and solar energy
(5.9 MW). The company with headquarters in Ostend, Belgium, employs 230
people. www.electrawinds.be
For European CleanTech I SE:
Sven-Roger von Schilling
E-Mail: sr.schilling(at)ectse.com
Tel.: +49 (0) 170 223 4560
For Electrawinds NV:
Marleen Vanhecke
E-Mail: marleen.vanhecke(at)electrawinds.be
Tel.: + 32 486 490109
Disclaimer of liability
This publication does not represent any offer for sale of securities in the
United States of America or any other place of jurisdiction. Securities may
only be sold in the United States of America when a registration or an
exception to the registration obligations exists. European CleanTech I SE
does not intend to register an offer of securities in the United States of
America or to submit a public offer in any other place of jurisdiction.
End of Corporate News
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02.05.2012 Dissemination of a Corporate News, transmitted by DGAP - a
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The issuer is solely responsible for the content of this announcement.
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Language: English
Company: European CleanTech 1 S.E.
40, Avenue Monterey
2163 Luxembourg
Grand Duchy of Luxembourg
Phone: +352 27 449878
Fax: +352 27 449879
E-mail: info(at)ectse.com
Internet: www.ectse.com
ISIN: LU0538936351, LU0538952044
WKN: A1C4HF, A1E016
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin; Luxembourg
End of News DGAP News-Service
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