AIM Sch 1 Update - KleenAir Systems International Plc (9799J)
23 Juli 2013 - 5:16PM
UK Regulatory
TIDMKSI
RNS Number : 9799J
AIM
23 July 2013
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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KleenAir Systems International plc (to be renamed Inspirit
Energy Holdings plc on admission)
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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Registered office and trading address of the Company:
2nd Floor, Number 2
London Wall Buildings
London EC2M 5PP
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COUNTRY OF INCORPORATION:
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England
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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Prior to admission: www.kleenair-systems.com
Post admission: www.inspirit-energy.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Admission is being sought as a result of the acquisition of
Inspirit Energy Limited ("Inspirit"), a transaction which constitutes
a reverse takeover under Rule 14 of the AIM Rules for Companies.
Inspirit is developing a micro combined heat and power ("mCHP")
boiler appliance (the "Appliance") for the commercial and residential
market, based on the mCHP technology originally being developed
by Disenco Limited, the rights to which were acquired from
Disenco by a subsidiary of Inspirit. The Appliance will be
fired by gas and is being designed to drive a generator that
produces up to 3kW of mains voltage electricity (with the capability
to be exported to the utility grid) whilst at the same time
generating up to 15kW of thermal output for local use.
Prior to entering administration, Disenco carried out initial
tests on its prototype of the Appliance sponsored by the Carbon
Trust to prove the underlying technology. The Carbon Trust
published its findings in 2011 and the full report can be found
at www.carbontrust.com/resources/reports/technology/micro-chp-accelerator.
The report found that by producing both heat and electricity
locally, combined heat and power systems can potentially achieve
lower overall carbon emissions than conventional heating systems
and grid electricity. Inspirit has continued to develop the
Appliance to address certain issues raised through the Carbon
Trust trials and generally to improve the performance and reliability
of the Appliance.
The electricity generation process in the Appliance uses a
Stirling engine, which was invented by Robert Stirling in 1816
as an industrial engine and an alternative to the steam engine.
The Stirling engine technology constitutes a heat engine operating
by cyclic compression and expansion of a gas, the working fluid,
at different temperature levels such that there is a net conversion
of heat energy into mechanical work. Inspirit currently uses
Helium as the working fluid in its Appliance. Helium is contained
within the system and uses an internal heat exchanger and thermal
store, known as the regenerator. The Directors believe its
efficiency and noise levels make it particularly suitable for
use in mCHP appliances.
Inspirit has held discussions with several parties interested
in partnering, licensing or purchasing the Appliance as well
as with a number of the major boiler manufacturers.
Inspirit is currently focusing its development of the Appliance
with a view to supplying the commercial (rather than residential)
market as it believes that (i) commercial users (e.g. fast
food restaurants, nursing homes, gyms and swimming pools, etc.)
of boilers have higher thermal consumption than domestic customers
thus shortening the payback of an investment in the appliance;
(ii) many commercial user premises have multiple boiler installations,
the Directors believe that this will make the decision to replace
one of the boilers with an Appliance less risky and hence more
likely to be implemented by early adopters; (iii) noise emissions
are usually less of a consideration in a commercial installation
environment where the appliances are often installed in a separate
boiler room; and (iv) whilst the Appliance is approximately
the size of a large washing machine, size and weight considerations
are less of an issue in a commercial application environment
compared to the domestic market which is dominated by wall
mounted boilers.
The Directors believe there may be potential to produce a smaller
version of the appliance (producing up to approximately 1kW
of electrical output) to appeal to the larger domestic boiler
market. Similarly, it may be possible to increase the electrical
output of the Appliance to 5-6kW to make it suitable for larger
commercial premises.
Inspirit's main country of operation is the UK.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
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477,860,705 Ordinary Shares of 0.1 pence each.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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The Company is seeking to raise GBP410,000 on Admission
The Company's anticipated market capitalisation is GBP4.8m
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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79.8% immediately following admission.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
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N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
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Upon Admission the Board will comprise the Directors set out
below:
John William Gunn (Executive Chairman)
Nilesh Jagatia (Finance Director)
Jubeenh Nazhat (Executive Director)
Neil George Luke (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
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Existing Following Admission
Percentage Percentage
Number of Issued Number of of Issued
Name of Shares Share Capital Shares Share Capital
Lynchwood Nominees
Limited 14,307,045 19.6% 14,307,045 3.0%
John Gunn 9,240,160 12.6% 295,909,907 61.9%
Rothschild Nominees 8,328,125 11.4% 29,950,817 6.3%
Challis International
Ltd 6,250,000 8.6% 6,250,000 1.3%
Entavo Trading AG
Ltd 5,750,000 7.9% 10,750,000 2.2%
Peel Hunt Holdings
Ltd 4,622,124 6.3% 16,622,124 3.5%
Anthony Miller 4,250,000 5.8% 8,351,583 1.7%
Argus Group LLC 3,500,000 4.8% 3,500,000 0.7%
Otilla Investments 3,437,500 4.7% 3,437,500 0.7%
Hebolux S.A. - - 23,852,243 5.0%
Rod McClancy* - - 16,622,692 3.5%
*The shares held by Rod MacClancy, are held in trust for the
benefit of Sally Kenchington.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
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(i) 30 June
(ii) Audited financial information for KleenAir for the three
years to 30 June 2012 and interim unaudited results for the
six months ended 31 December 2012 incorporated by reference.
Historic audited financial information on Inspirit Energy Limited
for the three years ended 30 June 2012.
Unaudited interim financial information on Inspirit Energy
Limited for the six months ended 31 December 2012.
(iii) Next three results to be published:
a) Annual results for the 12 months to 30 June 2013 by 31 December
2013
b) Interim results for the 6 months to 31 December 2013 by
30 March 2014
c) Annual results for the 12 months to 30 June 2014 by 31 December
2014
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EXPECTED ADMISSION DATE:
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25 July 2013
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Westhouse Securities Limited
Heron Tower
110 Bishopsgate
London
EC2N 4AY
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NAME AND ADDRESS OF BROKER:
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Westhouse Securities Limited
Heron Tower
110 Bishopsgate
London
EC2N 4AY
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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A copy of the admission document containing full details of
the applicant and the admission of its securities is currently
available on the Company's website, www.kleenair-systems.com
and will be made available at the following address post admission,
www.inspirit-energy.com
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DATE OF NOTIFICATION:
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23 July 2013
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NEW/ UPDATE:
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Update
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This information is provided by RNS
The company news service from the London Stock Exchange
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