Active Energy Group PLC (AIM:AEG) entered into non-binding heads of terms to acquire Nikofeso Holdings Limited from Windstar Investments S.A. for £2.1 million in stock on January 9, 2013. Active Energy acquired cash of £0.067 million and waived off debt owed by the target of £0.26 million. As on June 4, 2013, Active Energy entered into a conditional agreement to acquire Nikofeso Holdings Limited from Windstar Investments S.A. Under the terms of the agreement, Active Energy will issue 62.5 million shares and 12.5 million warrants as initial consideration. Active Energy will issue another 62.5 million shares and 12.5 million warrants as deferred consideration to be issued to Windstar out of escrow. The deferred consideration shares will be released to Windstar on following conditions, 31.25 million shares upon the enlarged group achieving an adjusted EBITDA for the year ended December 31, 2014 in excess of $2.5 million (£1.55 million) and a further 31.25 million shares will be issued if the first target has already been achieved upon the enlarged group achieving an adjusted EBITDA for the year ended December 31, 2015 in excess of $5 million (£3.11 million) or 62.5 million shares upon the enlarged group achieving an aggregate adjusted EBITDA in excess of $7.5 million (£4.66 million) across any three consecutive years prior to December 31, 2018.

Matteo Girlanda will assume the position of Chief Operating Officer of Active Energy Group on completion. Completion of the acquisition is conditional, on the passing of the resolutions by the shareholders of Active Energy in a general meeting to be held on June 27, 2013 and admission becoming effective by not later than July 31, 2013 and on certain other conditions being satisfied by Windstar prior to such date. Subject to the conditions being satisfied, completion is expected to take place upon admission of shares. Once completed, proposed Acquisition will enhance AEG's earnings. As on June 27, 2013, the transaction was approved at the annual general meeting and general meeting of shareholders of Active Energy Group PLC.

Simon Clements and Catherine Miles of Sanlam Securities UK Limited acted as financial advisor and broker, Tim Robertson and Ben Heath of Novella Communications acted as public relations advisors for Active Energy. Paul Smith and Jonathan Cooper of BDO LLP acted as accountants for Active Energy Group. Sanlam Securities UK Limited acted as financial advisor and Pritchard Englefield Solicitors acted as legal advisor for Active Energy Group. HSBC was the lead banker for Active Energy. Currency conversions have been done using www.oanda.com as of January 9, 2013.