TORONTO, ONTARIO--(Marketwire - Nov. 27, 2012) -
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Further to its press release of September 26, 2012 whereby Zidane Capital Corp. (TSX VENTURE:ZZE.P) ("Zidane") announced its proposed acquisition of all of the issued and outstanding securities of Grid Essence Holdings Ltd. ("Grid Essence") (the "Transaction"), Zidane is pleased to announce that Grid Essence, a private company established to become a global independent power producer producing energy from 100% renewable energy sources through its ownership and operation of renewable energy producing plants, has engaged Jacob Securities Inc. (the "Agent") to complete a brokered private placement (the "Private Placement") for aggregate gross proceeds of $15,000,000 through the issuance of units ("Units") at a price to be determined in the context of the market (the "Issue Price").
Each Unit is expected to be comprised of one (1) common share (each, a "Private Placement Share") and one-half (1/2) of one common share purchase warrant (each whole warrant, a "Private Placement Warrant") of Grid Essence. Each Private Placement Warrant will entitle the holder thereof to purchase, for a period of 24 months from the closing of the Private Placement, a common share in the capital of Grid Essence. On closing of the Transaction, the Private Placement Shares and Private Placement Warrants will be exchanged for Zidane common shares and common share purchase warrants, on a post-consolidation basis, on a one for one basis.
In connection with the Private Placement, the Agent will receive (i) a cash commission of 6% of the total proceeds of the Private Placement, and (ii) compensation options to acquire such number of units (each, a "Private Placement Agent's Option Unit") (following the completion of the Transaction) which is equal to 6% of the aggregate number of Units sold. Each Private Placement Agent's Option Unit shall be comprised of one (1) Grid Essence Share and one half (1/2) of one full warrant to acquire one Grid Essence Share for a period of two years from the completion of the Transaction at an exercise price equal to the Issue Price.
In addition to the Private Placement, Grid Essence intends to complete a financing (the "Debenture Offering") for minimum gross proceeds of not less than $15,000,000 through the issuance of debentures (the "Debentures"). The Debentures will be convertible into units ("Debenture Units") of Grid Essence, at a price equal to 80% of the Transaction price immediately prior to the closing of the Transaction. Each Debenture Unit shall consist of one (1) common share (a "Debenture Share") and one-half (1/2) of one share purchase warrant (a "Debenture Warrant"). Each Debenture Warrant shall entitle the holder thereof to purchase, for a period of 24 months from the closing of the Debenture Offering. On closing of the Transaction, the Debenture Shares and Debenture Warrants will be exchanged for Zidane common shares and common share purchase warrants, on a post-consolidation basis, on a one for one basis.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction (the terms of which are set out in Zidane's press release dated September 26, 2012), it is anticipated that the board of directors of the Resulting Issuer shall be comprised of Josef Barr, Steve Bourbonnais, Nicolaus Diedrich, Mark Thompson and Jay Vieira. In addition, it is expected that the officers of the Resulting Issuer shall be Steve Bourbonnais (Chief Executive Officer), Josef Barr (Executive Chairman) and Igal Shany (Chief Financial Officer).
The following sets outs the names and backgrounds of all persons who are expected to be considered insiders of the Resulting Issuer.
Josef Barr, Executive Chairman and Director
Mr. Barr, who is the co-founder of Grid Essence, is the founder of Premium Investments AG, a Switzerland based real estate investment firm. During the last 30 years, Mr. Barr has developed, financed and constructed various high profile real estate ventures in Germany with more than 1,900 loft conversions and a portfolio of 1,000 apartments managed by his real estate team. He is also the founder of Green Enesys GmbH, a Switzerland based renewable energy business integrator. An entrepreneur at heart, Mr. Barr has over 8 years of experience within the renewable energy project development. Over the years, Mr. Barr has built a strong network of financing partners in European banks, EPC providers and project developers in both real estate and renewable energy space.
Steve Bourbonnais, Chief Executive Officer and Director
Mr. Bourbonnais, is the co-founder of Grid Essence and has 16 years business experience including the financing of various energy and emerging oil companies. He is the founder of Euro Catalysts Capital SA ("ECC"), a Swiss based corporate finance advisory firm focused on the renewable energy sector. Mr. Bourbonnais has been instrumental in achieving several public reverse take-overs, including one within the renewable energy sector. Over the years via his entrepreneurial deal making, he has built important business relationships with many international investment banks, infrastructure funds and other institutional investors including key renewable energy players. Before ECC, Mr. Bourbonnais started his career with his CFE license as a futures trader in Toronto and moved on to Credit Lyonnais Rouse in New York, as head of FX proprietary trading. He graduated in 1995 and holds a B.A. in Economics from Bishop's University in Quebec, Canada.
Igal Shany, Chief Financial Officer
Mr. Shany has extensive experience in international business development and finance. Between 2010 and 2012, Mr. Shany was Vice President - Business Development and Marketing for Siemens Solar Thermal Energy where he was responsible for the development of the company's world wide strategy and developing alliances endorsing solar thermal technology. From 2009 to 2010, Mr. Shany was the Chief Financial Officer for Solel Solar Thermal, an international manufacturer, developer and integrator of solar thermal solutions, where he was involved in the acquisition of the company by Siemens for $418 million in 2010. From 2008 to 2009, he was Corporate Vice President - Business Development, Strategy, M&A for Spansion, a NYSE listed company that is a provider of flash memory technology. Between 2000 and 2008, he was the Chief Financial Officer for Saifun Semiconductors, a NASDAQ listed company involved in IP licensing and services in the semiconductor memory space .Mr. Shany holds a BA of Economics and Accounting and MBA form Tel Aviv University. In addition he is a licensed CPA.
Nicolaus Diedrich, Director
Since 2007 Mr. Diedrich has been the managing partner in several companies involved in the renewable energy and real estate sector with a focus on managing 3P Solar, a renewable energy and private equity fund asset manager and a 70MW CSP project development in Greece. With 3P Condor and 3P Invest, 3P Solar's business includes a Luxemburg based fund company and a real estate asset management and development unit. Prior to his involvement with 3P Solar, Mr. Diedrich spent 7 years in investment banking / global markets at Deutsche Bank and Merrill Lynch with focus on ABS and structured finance and 15 years at Commerzbank and Westdeutsche Landesbank running the trading and sales departments in fixed income and derivative products. Mr. Diedrich holds a MBA in economics from the University of Cologne, Germany.
Mark Thompson, Director
Mr. Thompson is the founder and director of Tiptree House Ltd., a private advisory firm that specializes in clean tech investment. Mr. Thompson focuses on the development of high growth businesses for an international client base, spanning Europe, India and North America. In addition, he is currently a director of a venture backed recycling business and a Building Society. Mr. Thompson was the Head of Research at Religare Capital Markets, a director at CanaccordAdams and ran the ISIS Ecotec global environmental technology fund. In 1997 he began his finance career with Impax Group and helped finance renewable energy companies across Europe and the US. Mr. Thompson is a member of the FTSE Environmental Markets Committee, which approves and monitors companies going into all the FTSE environmental indices and is a well-known speaker on financing renewable energy companies. Mr. Thompson is a CFA charter holder, a Chartered Engineer and a graduate of London Business School. His first degree is in Mechanical Engineering and his early career was spent as an officer in the British Army.
Jay Vieira, Director
Mr. Vieira is, and has been since 2006, a partner with the law firm of Fogler, Rubinoff LLP, Toronto, Ontario. Prior to that and since 2000, Mr. Vieira was an associate with Sui & Pathak, Sui & Company and Himlefarb, Prozanski as well as being a sole practitioner. Mr. Vieira focuses on the area of securities and corporate finance. Mr. Vieira is a member of the Canadian and Ontario bar associations and the Law Society of Upper Canada. Mr. Vieira was admitted to the Ontario bar in 1999 after obtaining his LL.B. from the University of Windsor Law School. Mr. Vieira holds a B.A. (Hons.) in Humanities from McMaster University.
About Grid Essence
Grid Essence is a Cyprus company incorporated in 2012. Grid Essence was established to become a global independent power producer producing energy from 100% renewable energy sources ("RES"). Grid Essence's mission is to own and operate at least 1gigawatt of renewable energy producing plants over the next 5 years, initially focusing on solar generation. Grid Essence wishes to build a solid platform as a RES power producer to take advantage of the upside offered by evolving renewable energy technologies such as energy storage.
Grid Essence currently has 51 megawatts ("MW") of photovoltaic ("PV") projects under contract and has developed an impressive pipeline of solar projects. To secure the execution of its projects, Grid Essence has entered into a framework agreement with Würth Solar (www.wurth-solar.com) to develop up to 150 MW of solar projects worldwide and with Talesun Solar (www.talesun.com) to develop up to 100 MW of solar projects.
About Jacob Securities
Jacob Securities Inc. ("JSI") is an independent full-service investment bank providing underwriting and financial advisory services to companies in the renewable power, infrastructure andenergy sectors. The firm, which is headquartered in Toronto, primarily services small- to mid-cap issuers in North America and around the world.
Over the past five years, JSI has been involved in over $3.5 billion in global equity financings and M&A transactions. Of that figure, JSI's team has led over 35 renewable transactions, raising over $500million for renewable and cleantech clients. JSI's leadership includes some of the most accomplished advisors in the sector. JSI's focused approach allows its clients to source capital, expand strategic relationships and facilitate liquidity in the public markets..
All information contained in this news release with respect to Zidane and Grid Essence was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; future exploration and testing; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Zidane and Grid Essence disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.