ACEP Aspen Energy

RNS Number:6106E
Aspen Clean Energy PLC
15 June 2006


                                   Embargoed: not to be released until 7.00am on

                                                                   15 June, 2006

                             Aspen Clean Energy plc
                           ("Aspen" or the "Company")

                               Return of Capital

Further to the annoucement on the 24 April 2006 the Company announces that the
Directors are proposing to make a return of capital to Shareholders of
#9,997,550. In order to effect this return of capital, the Directors propose to
reduce the Company's share premium account by #8,997,795 and to reorganise and
reduce the Company's share capital.

A circular explaining the background to the proposals and how the return of
capital is to be effected has been sent to shareholders.

As part of the proposals the Directors are recommending that:

(i)  With effect from the Record Date, each existing Ordinary Share of 1p
     ("Existing Ordinary Shares") will be subdivided into 59 "A" Shares of 0.01p 
     each and 41 "B" Shares of 0.01p each. The proposal is that this should take 
     place after close of business on the day before the Court Hearing and that 
     trading in the Company's shares will be temporarily suspended until after 
     the Consolidation (referred to below) has taken place upon which new 
     Ordinary Shares will be readmitted to AIM. Neither the "A" Shares nor the 
     "B" Shares will be admitted to AIM and no share certificates will be issued 
     in respect thereof.

(ii) Subject to the approval of the Court, the capital of the Company will be
     reduced by the cancelling of the "A" Shares in consideration of the payment 
     to Shareholders of 0.1p per "A" Share being 0.01p of nominal capital per 
     "A" Share and 0.09p per "A" Share arising from a reduction of the Company's 
     Share Premium Account ("Reduction of Capital").

(iii)Subject to the confirmation of the Court, the Company proposes to reduce
     its share premium account by #8,997,795 and to apply the reserve thus 
     arising in payment of the 0.09p per "A" share to the holders of "A" shares 
     in consideration of the cancellation thereof.

(iv) Following the cancellation of the "A" Shares, every 100 "B" Shares created
     by the subdivision of the Existing Ordinary Shares in accordance with 
     paragraph (i) above will be consolidated into one New Ordinary Share of 
     1p each. Fractional entitlements will not be allotted but will be 
     aggregated and sold in the market and the net sale proceeds will be 
     distributed amongst the members entitled to them provided that entitlements 
     to less than #5 per holding may be retained and applied for the benefit 
     of the Company.

The effect of the Reduction of Capital and the reduction of the Share Premium
Account will be as follows:

For every Existing     A Shareholder will receive 5.9p in cash and 0.41 of a New
Ordinary Share:        Ordinary Share (before ignoring fractional entitlements)

Following the Reduction of Capital and the reduction of the Share Premium
Account, there will be 69,474,500 New Ordinary Shares in issue.

BENEFITS OF THE DIRECTORS' PROPOSALS

Following the disposal of its sole trading subsidiary earlier this month, the
Company has cash reserves of approximately #13.9 million, of which #1.1 million
has been placed in an escrow account to cover any warranty claims that may arise
from the disposal. The Company also has approximately #13,254,000 standing to
the credit of its share premium account. The Directors believe it appropriate
that a significant proportion of the Company's cash reserves should be returned
to Shareholders.

EXTRAORDINARY GENERAL MEETING

The proposals require the approval of the Shareholders. Accordingly, an
extraordinary general meeting ("EGM") has been convened to be held at 10.05am on
7 July 2006 (or such later time as the annual general meeting convened for the
same day shall have concluded or been adjourned), notice of which is set out in
the circular which has been sent to Shareholders. At this meeting special
resolutions ("Resolutions") will be proposed to:

(i)   subdivide each Existing Ordinary Share into 59 "A" Shares and 41 
      "B" Shares;

(ii)  cancel the "A" Shares and repay the nominal value to Shareholders;

(iii) reduce the Company's share premium account by the sum of #8,997,795 and
      pay holders of "A" Shares 0.09p per share; and

(v)   consolidate every 100 "B" Shares into one New Ordinary Share of 1p.

Suspension of dealings, dealings, share certificates and settlement

It is expected that trading in the Existing Ordinary Shares will be suspended at
the close of business on 25 July 2006, depending on the final Court timetable.
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM. Subject to the approval of the Court to the Reduction of Capital and the
Reduction of the Share Premium Account, it is expected that dealings in the New
Ordinary Shares will commence on AIM on 27 July 2006.

CREST is a paperless settlement system enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by written
instrument. The Directors will apply for the New Ordinary Shares to be admitted
to CREST with effect from Admission. Accordingly, settlement of transactions in
New Ordinary Shares following Admission may take place within the CREST system.

For those holding their Existing Ordinary Shares in a CREST account at the
Record Date, New Ordinary Shares are expected to be credited to the relevant
CREST members' accounts on 27 July 2006, the Admission date.

For those holding shares in certificated form at the Record Date, definitive
share certificates for the New Ordinary Shares are expected to be despatched by
3 August 2006. Temporary documents of title will not be issued in respect of the
New Ordinary Shares.

Existing Ordinary Shares held in uncertificated form will be disabled in CREST
on the Record Date. Aspen reserves the right to issue New Ordinary Shares to any
or all Shareholders in certificated form if, for any reason, it wishes to do so.

Cheques in respect of the return of capital to Shareholders are expected to be
despatched on 3 August 2006 to all Shareholders, whether the Existing Ordinary
Shares are held in certificated or uncertificated form.

RECOMMENDATION

The Directors consider that the above proposals are in the best interests of the
Company and Shareholders as a whole. Accordingly, the Directors unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the EGM.

The Directors and persons connected with them intend to vote in favour of the
Resolutions in respect of their holdings, in aggregate, of 91,355,000 Ordinary
Shares (representing 53.91 per cent. of the issued ordinary share capital of the
Company.

                     Proposed Timetable of Principal Events

7 July     10.00 am: Annual General Meeting
2006
           10.05 am: Extraordinary General Meeting (or such later date as the
           Annual General Meeting shall have concluded or been adjourned)

*25 July   Last day of dealings in Existing Ordinary Shares
2006

*25 July   6.00 pm: Record Date
2006

*26 July   8.00 am: Dealings in Existing Ordinary Shares on AIM temporarily
2006       suspended

*26 July   Court Hearing to confirm Capital Reorganisation
2006

*27 July   Delisting of Existing Ordinary Shares, Admission of New Ordinary
2006       Shares to AIM
           Crediting of CREST accounts with New Ordinary Shares

*3 August  Despatch of cheques to shareholders in respect of Capital Reduction
2006       and despatch of certificates in respect of New Ordinary Shares

* these dates are provisional only and are subject to alteration in the Court
timetable

Enquiries:

Aspen Clean Energy plc                                            07802 443910
Keith Smith  
                                                    
John East & Partners Limited                                      020 7628 2200
David Worlidge/Simon Clements




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

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