DJ Clean Invest Africa Plc Acquisition of 97.5% of CoalTech, SPA Signed

Published on 17/12/2018 • Category:

17 December 2018 
                            CLEAN INVEST AFRICA PLC 
                           ("CIA" or the "Company") 
Transformational Acquisition of 97.5% of CoalTech LLC for approximately GBP24.6m, 
                      Sale and Purchase Agreement Signed 
Clean Invest Africa Plc (NEX:CIA), the NEX Exchange quoted clean technology and 
renewable energy investment company, is pleased to announce, further to the 
announcement of  10 July 2018, that the Company has now signed a binding Sales 
and Purchase Agreement ("SPA") to acquire the remaining 97.5% of CoalTech LLC 
("CoalTech") and the remaining 97.5% of Coal Agglomeration South Africa (Pty) 
Ltd ("CASA"), that the Company does not already own. The SPA values the 97.5% 
interests at approximately GBP24.6m and values the entire CoalTech and CASA 
business at approximately GBP25.2m, based on the closing bid price on Friday 14 
December 2018. 
The consideration shall be satisfied by the issue on completion of new Ordinary 
shares. In February 2018 CIA invested US$500,000 in return for a 2.5% stake in 
both of CoalTech and CASA. 
It is expected that a circular will be posted and general meeting will be held 
in the first quarter of 2019 to outline the details of the transaction and to 
seek shareholder approval for it. 
The acquisition is still subject to Completion Conditions, including, inter 
alia, approval of the transaction and a waiver by the Panel on Takeovers and 
Mergers of any requirement under Rule 9 of the Takeover Code that would 
otherwise arise on the Sellers (whether individually or as a concert party) to 
make a general offer for the Company's ordinary shares when interested in 30% 
or more of the voting rights. 
Simultaneously with the Transaction the Company has agreed to create an 
incentive pool of options ("Options") for certain Directors and Management, of 
which, some or all of the Options may, subject to board approval at the time, 
be awarded upon completion of the Transaction.  The Options will be exercisable 
at the closing bid price on Friday 14 December 2018, being 2.5 pence per 
ordinary share in CIA, and valid for a period of five years from the date of 
this announcement. The number of Options capable of being granted, subject to 
the approval of the board at the time, shall be up to 25% of the total number 
of shares in issue at completion of the Transaction. 
Sam Preece Executive Director of Clean Invest Africa commented:    "We are very 
pleased to have now signed definitive terms to acquire CoalTech and its South 
Africa business, CASA.  The transaction is transformational for CIA and its 
shareholders. CoalTech's investment case and proprietary technology offers a 
novel solution to environmentally damaging waste coal fines that has wide 
potential across coal producing countries within Africa and beyond. The 
demonstrated ability to create a saleable and transportable energy product from 
waste is exciting.  Engaging this technology in a commercially sustainable 
model will maximise the positive environmental impact and address a wide-spread 
waste and legacy contamination issue. Market appreciation for the CoalTech 
product has surpassed expectations and work is ongoing for deployment projects 
in many markets including South Africa, Germany, Poland and the United States. 
We look forward to providing shareholders with regular news updates as CoalTech 
and CASA progress in this exciting area of clean technology." 
Further announcements will be made as necessary in due course. 
The Directors of the Company accept responsibility for the content of this 
Clean Invest Africa PLC 
 Sam Preece - Executive Director 
 Telephone: 020 3130 0674 
Corporate Adviser 
Peterhouse Capital Limited 
Guy Miller 
Telephone: 020 7220 9795 
Information on CoalTech and CASA are available at: http:// 
CoalTech's principal focus lies in cleaning up the toxic and environmentally 
damaging waste generated by coal mining. The process delivers a high quality 
saleable energy source, the properties of which allow it to be easily handled 
and transported to customers around the world.  Coal fines or tailings are a 
wasteful by-product of the coal mining process that have a low market value, 
are generally expensive to dispose of, and are left in stockpiles or slurry 
ponds at or near mining sites. At present, vast amounts of coal discards lie 
in  open-air lagoons as wasted by-products. It is estimated that over 30 
billion metric tonnes of coal tailings are available in the top 10 coal 
producing  countries (Source: International Energy Association).  In 2012, 
CoalTech started a programme intended to develop a financially viable 
technology solution that would enable the agglomeration of a large quantity of 
waste coal fines, which are currently being produced and stored as waste, into 
commercially viable products to be sold to domestic and export markets. A test 
pelletizer plant was developed in South Africa, which was later converted into 
a pilot plant in March 2014. Following successful independent testing, 
undertaken by Bureau Veritas, the shareholders took the decision to further 
invest in research and development, and fabricate a modular industrial-size 
pelletizer plant. This plant has been tested and is now operating commercially 
in South Africa.    Through extensive research and development, CoalTech has 
devised a method of  converting coal fines into cost efficient, durable pellets 
by which the coal  fines are bound together in the pelletizer plant using a 
proprietary  chemically-formulated organic binder. Overcoming problems 
experienced by  traditional processes, their heat-resistant binder can be used 
on a large  commercial and industrial scale, with significant cost benefits 
resulting from  the avoidance of storage and handling costs, and by producing 
usable coal  pellets from waste materials with equal calorific value as the 
coal it came  from.    CoalTech has also engaged Sedgmans, a leading 
engineering company in minerals  processing and service provider to the 
resources sector, to develop phase two of the pelletising plants which are now 
at the pre-production phase with  completion expected in quarter four, 
2018.    CoalTech's ambition is to become established as the world's 
pre-eminent clean  technology solution of waste coal fines which can provide 
coal mines and coal  utilisation sites, such as power stations, with on-site 
remediation of a  long-term and challenging environmental issue within the 
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