TORONTO, ONTARIO--(Marketwire - Jan. 17, 2013) -
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Zidane Capital Corp. (TSX VENTURE:ZZE.P) ("Zidane") is pleased to announce that it has entered into a share exchange agreement (the "Definitive Agreement") with Grid Essence Holdings Ltd. ("Grid Essence"), in respect of its previously announced qualifying transaction.
Pursuant to the terms of the Definitive Agreement, upon completion, the transaction will result in a reverse take-over of Zidane by the shareholders of Grid Essence (the "Transaction"). The Definitive Agreement was negotiated at arm's length and is effective as of January 9, 2013. The Transaction is subject to requisite shareholder and regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions. Reference is made to Zidane's press releases dated September 26 and November 27, 2012 for additional details relating to Zidane, Grid Essence and the Transaction.
Additional Details about the Transaction
Pre-Closing Capitalization of Zidane
Prior to the completion of the Transaction, it is expected that the shares of Zidane will be consolidated based on a ratio to be determined prior to closing (the "Consolidation"). There are currently 3,139,052 pre-Consolidation Zidane common shares ("Zidane Shares") issued and outstanding.
Terms of the Transaction
Pursuant to the terms of the Definitive Agreement, Zidane will acquire 95% of the common shares of Grid Essence ("Grid Essence Shares") in exchange for the issuance of 40,000,000 post-Consolidation shares. In addition, Zidane will issue post-Consolidation shares in exchange for the Grid Essence Shares to be issued pursuant to the proposed financings. All Zidane post-Consolidation shares will be issued at a deemed price of $1.00 per share.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, 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 Mark Thompson (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.
Mark Thompson, Chief Financial Officer and Director
Mr. Thompson is the founder and Director of Tiptree House Ltd, a specialist clean tech investment and advisory firm. Prior to this, 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 one of the sector's pioneers, Impax Group, and helped finance renewable energy companies across Europe and the US. Mr. Thompson has been instrumental in listing companies on London, US and Canadian markets, as well as completing numerous secondary financings and venture investments in Europe, China and North America. He is a member of the FTSE Environmental Markets Committee, which approves and monitors companies going into all the FTSE environmental indices. Mr. Thompson is a CFA charterholder, 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.
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.
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 one gigawatt of renewable energy producing plants within 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 and with Talesun Solar (www.talesun.com) to develop up to 100 MW of solar projects.
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.