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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
þ | Preliminary Proxy Statement | |||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
o | Definitive Proxy Statement | |||||
o | Definitive Additional Materials | |||||
o | Soliciting Material Pursuant to Section 240.14a-12 |
THE RIDGEWOOD POWER GROWTH FUND
Payment of Filing Fee (Check the appropriate box):
o | No fee required. |
þ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
The filing fee is calculated based upon estimated gross proceeds to the registrant of $18,727,500 from the transaction. | |||
(4) | Proposed maximum aggregate value of transaction: |
$18,727,500 | |||
(5) | Total fee paid: |
$735.99 | |||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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Ridgewood Renewable Power | Robert E. Swanson Chairman |
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• | Ridgewood Near East and RW, as the Sellers; | |
• | Horus Private Equity Fund III, L.P., a Cayman Island limited partnership managed by EFG-Hermes Private Equity, as Purchaser of 85% of the Shares and the Loans; | |
• | Mariridge for Infrastructure Projects, an Egyptian joint stock company controlled by Mr. Zaki Girges, an Egyptian national who serves as the General Manager of REFI, as Purchaser of 15% of the Shares and the Loans; | |
• | Mr. Girges, as an additional party; and | |
• | REFI, as an additional party. |
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• | the sale to the Purchasers of the Sellers’ contractual and legal interests in the Shares and legal entitlement to the Loans in accordance with the terms and conditions of the Sale and Purchase Agreement; | |
• | the execution by the Managing Shareholder and each of Growth Fund, Trust V and Egypt Fund of the Inter-Fund Agreement, which provides for, among other things, the allocation of certain expenses, obligations and indemnities among such parties, a copy of which is attached to this consent statement asAnnex C; and | |
• | the liquidation and dissolution of Growth Fund following the consummation of the sale pursuant to the Growth Fund Plan of Liquidation and Dissolution, the form of which is annexed to the consent statement asAnnex D. |
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Returning the consent card will not deprive you of your right to revoke your consent, or to change your consent card, prior to the expiration of the solicitation period.
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Annex A: | Sale and Purchase Agreement, dated June 5, 2008, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Mr. Zaki Girges and Ridgewood Egypt for Infrastructure LLC | |||
Annex B: | Escrow Agreement, dated as of June 5, 2008, as amended, by and among Ridgewood Near East Holdings, LLC, RW Egyptian Holdings LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Ridgewood Egypt for Infrastructure LLC and HSBC Egypt, as escrow agent | |||
Annex C: | Inter-Fund Agreement, dated as of June 5, 2008, by and between Ridgewood Renewable Power LLC, The Ridgewood Power Growth Fund, Ridgewood Electric Power Trust V and Ridgewood/Egypt Fund | |||
Annex D: | Plan of Liquidation and Dissolution of The Ridgewood Power Growth Fund |
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• | The Proposal (page 11); The Transaction (page 15) |
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• | Parties Involved in the Transaction (page 6) |
• | Ridgewood Near East Holdings LLC, or Ridgewood Near East, a Delaware limited liability company; and | |
• | RW Egyptian Holdings, LLC, or RW, a Delaware limited liability company wholly-owned by Ridgewood Near East, |
• | Horus Private Equity Fund III, L.P., or Horus, a Cayman Island limited partnership managed by EFG-Hermes Private Equity; and | |
• | Mariridge for Infrastructure Projects, or Mariridge, an Egyptian joint stock company that is controlled by Mr. Zaki Girges and wholly-owned by Mr. Girges and his family, |
• | Mr. Girges, an Egyptian national who serves as the General Manager of REFI and as the legal representative of Mariridge; and | |
• | Ridgewood Egypt for Infrastructure LLC, or REFI, an Egyptian limited liability company, |
• | Solicitation of Consents of Shareholders (page 11) |
• | the sale to the Purchasers of the Sellers’ interests in the Shares and legal entitlement to the Loans in accordance with the terms and conditions of the Sale and Purchase Agreement; | |
• | the execution by the Managing Shareholder and each of the Funds of the Inter-Fund Agreement that provides for, among other things, the allocation of certain expenses, obligations and indemnities among such parties, a copy of which is attached to this consent statement asAnnex C; and | |
• | the liquidation and dissolution of Growth Fund following the consummation of the sale pursuant to the Growth Fund Plan of Liquidation and Dissolution, a copy of which is attached to this consent statement asAnnex D. |
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• | Consideration for the Sale (page 15); The Escrow Agreement (page 35) |
• | The Shares and the Loans (page 15) |
• | Background of and Reasons for the Transaction (page 15) |
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• | Having an Egyptian-based purchaser is likely to facilitate the efficient closing of the sale and may enable the purchaser to more readily obtain the required GAFI approval. Additionally, Horus expressed its interest in REFI by agreeing to loan $2,000,000 to REFI concurrent with the execution of the Sale and Purchase Agreement. | |
• | Horus was willing to place the entire purchase price into escrow upon the effectiveness of the Sale and Purchase Agreement. | |
• | The sale did not allow the Purchasers to terminate the Sale and Purchase Agreement based on material changes in REFI’s business, or its associated environmental, economic or political risks. | |
• | The sale allows for only limited post-closing claims against the Sellers and does not provide for a post-closing holdback of any of the proceeds of the sale to cover any such claims. | |
• | Mr. Girges waived a bonus that would have otherwise been due to him under an existing bonus agreement. |
• | Loan from Horus to REFI (page 15) |
• | Interests of the Managing Shareholder, Executive Officers and Other Parties (page 30) |
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• | Distribution of Net Proceeds of Sale to Shareholders of Growth Fund, Trust V and Egypt Fund (page 24) |
The Ridgewood | Ridgewood | |||||||||||||||
Power Growth | Electric | Ridgewood/ | ||||||||||||||
Fund | Power Trust V | Egypt Fund | Total | |||||||||||||
Estimated Gross Proceeds | $ | 18,727,500 | $ | 3,877,500 | $ | 4,895,000 | $ | 27,500,000 | ||||||||
Estimated Transaction Expenses (1) | 935,694 | 193,734 | 244,572 | 1,374,000 | ||||||||||||
Estimated Net Proceeds (2) | $ | 17,791,806 | $ | 3,683,766 | $ | 4,650,428 | $ | 26,126,000 | ||||||||
Estimated Net Proceeds Per Investor Share (3) | $ | 26,760 | $ | 3,909 | $ | 68,549 | ||||||||||
(1) | See “THE TRANSACTION -- Fees and Expenses of the Transaction” on page 26 for a discussion of the fees anticipated to be incurred by the Funds in connection with the transaction. | |
(2) | Amounts do not include, and will be further reduced by, Egyptian capital gain taxes, if any, payments due to the Managing Shareholder under each Fund’s Declaration of Trust and amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses relating to the ongoing operating activities of the related Fund, including litigation matters and any claims or liabilities involving the related Fund, and any adverse settlement or other disposition of such matters and, in the case of Growth Fund and Egypt Fund, the liquidation and dissolution of such Funds. | |
(3) | Estimated net proceeds allocated to investor shares of beneficial interest, on a per share basis. |
• | Fairness of Transaction (page 20) |
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• | The Sale and Purchase Agreement (page 31) |
• | Conditions to Closing of the Sale (page 32) |
• | Representations and Warranties (page 33) |
• | Termination of the Sale and Purchase Agreement (page 33) |
• | by the mutual written consent of the Sellers and Horus, even if the shareholders of each of the Funds have approved the transaction; | |
• | by Horus, upon a material breach of any warranty, covenant or other agreement of the Sellers contained in the Sale and Purchase Agreement or a breach of the warranties of Mr. Girges and Mariridge contained in the Sale and Purchase Agreement that would cause Horus to be unable to satisfy certain of its pre-closing obligations set forth in the Sale and Purchase Agreement, if in either case the breach is not cured within seven days of notice thereof; | |
• | by Horus or the Sellers, if any applicable governmental authority has issued a final and non-appealable order, decree or ruling or taken any other action that permanently restrains, enjoins or otherwise prohibits the transfer or sale of the Shares and Loans; | |
• | by the Sellers or Horus if the closing does not occur before September 10, 2008, unless the Sellers and Purchasers agree to extend such date; or | |
• | by the Sellers, upon a material breach by either of the Purchasers any of its warranties, covenants or other agreement contained in the Sale and Purchase Agreement that would cause the Sellers to be unable to satisfy certain of their pre-closing obligations set forth in |
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the Sale and Purchase Agreement, if the breach is not cured within seven days of notice thereof. |
• | Failure to Approve or Close the Transaction (page 24) |
• | Regulatory Matters (page 36) |
• | Appraisal Rights (page 43) |
• | Liquidation and Dissolution of Growth Fund (page 26); Liquidating Trust (page 28) |
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• | an amount reasonably determined by the Managing Shareholder to be sufficient to pay the costs and expenses anticipated to be incurred in connection with the maintenance and ultimate settlement or other disposition of then-pending litigation matters and any other claims or liabilities involving Growth Fund and the costs and expenses of the maintenance, administration and subsequentwind-up of the liquidating trust; | |
• | all rights, obligations and liabilities relating to, or associated with, Growth Fund’s then-pending litigation matters and any other claims or liabilities or rights involving Growth Fund and any other matters that arise during the term of the liquidating trust; and | |
• | the right to receive any funds that Growth Fund or the liquidating trust are awarded in connection with the settlement or other disposition of one or more of the litigation matters during the term of the liquidating trust or otherwise. |
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• | Federal Income Tax Consequences (page 37) |
• | Information Regarding Legal Proceedings of the Funds (page 9) |
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Q: | Who is soliciting my consent? |
Q: | What am I being asked to approve? |
Q: | Will a meeting be held to vote on the transaction? |
Q: | Who is entitled to consent to approve the transaction? |
Q: | When is the record date? |
Q: | What number of consents is required to approve the transaction? |
Q: | How many consents do I have? |
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Q: | How long is the solicitation period? |
Q: | What should I do now? |
Q: | May I change my consent after I have mailed or faxed my signed consent card? |
Q: | How are consents counted? |
Q: | What if I do not consent to approve the transaction? |
Q: | How does the Managing Shareholder recommend that I exercise my consent? |
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Q: | Where and when will the consents be tabulated? |
Q: | How can I find out the result of the consent solicitation? |
Q: | What will I receive if the transaction is approved and the sale is consummated? |
Q: | What are the consequences of the consummation of the sale? |
Q: | Who bears the cost of the consent solicitation? |
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Q: | Who can help answer my other questions? |
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• | the requirement that the shareholders approve the Sale and Purchase Agreement; | |
• | the occurrence of events, changes or other circumstances that could give rise to the termination of the Sale and Purchase Agreement; | |
• | the satisfaction of the conditions to consummate the sale, including the receipt of the required shareholder approval and regulatory approvals; | |
• | the failure to satisfy other conditions to the sale; | |
• | the outcome of any legal proceedings against us and others that have been or may be instituted following announcement of the Sale and Purchase Agreement; and | |
• | the tax consequences of the sale. |
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• | Ridgewood Near East Holdings LLC, or Ridgewood Near East; and | |
• | RW Egyptian Holdings, LLC, or RW, |
• | Horus Private Equity Fund III, L.P., or Horus; and | |
• | Mariridge for Infrastructure Projects, or Mariridge, |
• | Mr. Zaki Girges, or Mr. Girges; and | |
• | Ridgewood Egypt for Infrastructure LLC, or REFI, |
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• | US Hydro. | |
• | Ridgewood Maine Hydro Partners, L.P., or Maine Hydro, which owns and operates hydroelectric projects located in Maine with an aggregate rated capacity of approximately 11.3 MW and sells electricity to either Central Maine Power Company or Bangor Hydro-Electric Company under long-term power contracts. | |
• | Ridgewood Maine, L.L.C., or Indeck Maine, which owns and operates biomass projects in Maine, using wood chips, bark, tree limbs and tops and other forest-related biomass to fuel two electric power generating stations at West Enfield and Jonesboro, Maine having an aggregate 49 MW rated capacity. |
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• | Ridgewood Electric Power Trust I; | |
• | Ridgewood Electric Power Trust II; | |
• | Ridgewood Electric Power Trust III; | |
• | Ridgewood Electric Power Trust IV; | |
• | Trust V; | |
• | Growth Fund; | |
• | Egypt Fund; and | |
• | Ridgewood Power B Fund/Providence Expansion. |
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• | the sale to the Purchasers of the Sellers’ interests in the Shares and legal entitlement to the Loans in accordance with the terms and conditions of the Sale and Purchase Agreement, a copy of which is attached to this consent statement asAnnex A; | |
• | the execution by the Managing Shareholder and each of Growth Fund, Trust V and Egypt Fund of the Inter-Fund Agreement, which provides for, among other things, the allocation of certain expenses, obligations and indemnities among such parties, a copy of which is attached to this consent statement asAnnex C; and | |
• | the liquidation and dissolution of Growth Fund following the consummation of the sale pursuant to the Growth Fund Plan of Liquidation and Dissolution, the form of which is attached to this consent statement asAnnex D. |
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• | send a written, dated notice to the Managing Shareholder at 947 Linwood Avenue, Ridgewood, New Jersey07450-2939, stating that you would like to revoke your consent; and | |
• | date, sign and submit a new consent card that is received by the Managing Shareholder prior to [ ], 2008, the expiration of the solicitation period (unless the Managing Shareholder extends the solicitation period, in which case the deadline for such submission would be extended until immediately prior to the expiration of such extended solicitation period). |
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• | A sale of a minority interest in REFI. | |
• | A sale of a majority interest in REFI. | |
• | A public offering of REFI securities. | |
• | An outright sale of 100% of the Funds’ interests in REFI for cash. |
• | The first criterion was an assessment of the closing risk of a proposed transaction, including the financial capability of the potential counterparty, an assessment of the counterparty’s ability to meet the approval requirements of the Egyptian government, and the willingness of the counterparty to tolerate the delays (estimated at approximately 90 days) necessary to solicit consents from shareholders of the Funds and to receive mandatory approvals of the Egyptian government. | |
• | The second criterion was an assessment of the indicated value to be attributed to the REFI business as a result of a proposed transaction. |
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• | The third criterion was an assessment of the nature and timing of the benefits to be received by the respective shareholders of the Funds as a result of a proposed transaction. These criteria can be in conflict, and the objective of management was to devise the best overall result for shareholders of the Funds. |
• | The potential pool of qualified Egyptian (or Middle Eastern) parties that would be willing to make a relatively small investment to purchase a minority interest in REFI was likely to be small. The time and expense necessary to identify such parties and negotiate a definitive agreement were likely to be disproportionate to the size of the potential transaction. | |
• | Even assuming that an acceptable counterparty could be identified, the investment needed by REFI would represent a dilution of REFI ownership by the Funds, and (depending on valuations obtained) such dilution could be significant. | |
• | In the event that a potential transaction could be arranged at appropriate values, it would most likely require all of the cash raised in the transaction to be invested in REFI and would not be available for distribution to the Sellers. Although the Sellers would retain rights to continue to participate (at least to some extent) in any future benefits that might accrue to ownership interests in REFI, it is difficult to quantify what such future benefits might be and when they might be realized. The immediate result of a proposed transaction would likely be a substantial and permanent reduction in REFI’s ownership percentage held by the Funds, a more complicated capital structure for REFI and no immediate cash distribution or ongoing dividend stream to benefit shareholders of the Funds. |
• | The same considerations applicable to sale of a minority interest discussed above would apply. | |
• | Based on REFI’s experience with the ownership of the majority interest in the Sinai subsidiary, and based on the views of Ridgewood’s U.S. and Egyptian counsel, management did not believe that any such transaction would be satisfactory for shareholders of the Funds. In general, minority positions in small companies are difficult investments to manage, and a minority position in REFI would be an even more difficult investment because the protections afforded to minority shareholders under Egyptian law are likely to be difficult to enforce. There is considerable risk that no matter whatever this minority position might be worth in the future, shareholders |
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of the Funds would have limited ability to cause such value to be realized at a fair price. |
• | The REFI business is likely too small for a registration of REFI securities under the U.S. securities laws to be a viable alternative. Further, the cost of compliance would represent a considerable financial drain on REFI. | |
• | Two other possibilities for listing REFI securities were considered: the AIM market in London, and the Cairo Alexandria Stock Exchange. Both of these exchanges present similar issues for REFI. First, there is a threshold issue as to whether the Egyptian government would permit the listing of REFI securities on either of these exchanges because allowing REFI securities to trade in an open market would, as a practical matter, make it more difficult (if not impossible) for the Egyptian government to continue to scrutinize and approve the parties who own shares in businesses that operate in the Sinai peninsula. In addition, since the purpose of listing on either of these exchanges would be to raise capital for REFI’s expansion, funds raised in the offering would be used by REFI, and not available for distribution to shareholders. While, in certain circumstances, existing shareholders have an opportunity to participate in such public offerings of stock, given the size of REFI and the potential size of an offering, the amount of securities that the Sellers would be able to sell would likely be minimal. Instead, shareholders would be looking to realize the inherent value in their REFI shares by selling those shares into the market in the future after the initial listing is completed. Management believes that it would be difficult to quantify the benefits that would accrue to shareholders of the Funds by selling REFI securities in this secondary market, and there are significant risks for shareholders. Notwithstanding a successful listing on one of these exchanges, REFI would remain a very small company and the Managing Shareholder anticipates that the trading in REFI securities would be “thin,” and that the “float” would be small. In order to reassure other potential market participants that the “overhang” of tradable securities in the hands of the Funds’ shareholders would not all come onto the market at the same time and lower the trading price of REFI shares, the Managing Shareholder anticipates that it would likely be necessary for the Funds to impose voluntary multi-year restrictions on distributions to shareholders of tradable REFI shares from each Fund, and there is no assurance what might happen to the prices of shares of REFI in the meantime. |
• | The potential pool of qualified Egyptian (or Middle Eastern) purchasers interested in purchasing 100% of the ownership interests in REFI should be larger than the potential pool of partial interest purchasers for two reasons: |
• | First, selling 100% of REFI should result in a larger overall transaction that more easily justifies the time and expense of pursuing the transaction. | |
• | Second, partial interest transactions are of little or no interest to some potential purchasers because they require the parties to negotiate not only the terms of the post-transaction relationships among the parties, but also the terms of any |
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post-transaction termination of such relationships, and must prepare, agree upon and continue to monitor speculative provisions relating to such relationships. |
• | By selling 100% of the ownership interests in REFI, shareholders of the Funds would have the opportunity to obtain a price (including whatever control premium might be available), which should not be subject to any discounts which frequently occur in sales of less than all of the ownership interests in closely held entities. | |
• | Transaction complexity would be reduced, and the likelihood of shareholder and GAFI approvals enhanced. | |
• | The nature and timing of benefits to shareholders of the Funds would be unequivocal and immediate – all cash, payable at closing to the Sellers. | |
• | Shareholders would give up whatever future benefits might accrue from the continued ownership of REFI, including REFI’s participation in the ensuing growth of the Egyptian tourism market. |
• | Sale of 100% of the REFI ownership interests would likely be of interest to the largest potential number of qualified buyers and would not suffer a discount for sales of partial interests. | |
• | Sale of 100% of the REFI ownership interests would likely result in a larger overall transaction, and would be more attractive to parties concerned about the cost and complexity of a small transaction. | |
• | Sale of 100% of the REFI ownership interests would provide unambiguous and immediate benefits to shareholders of the Funds. Such shareholders would be giving up the right to participate in future benefits of REFI ownership, but such benefits would be difficult to quantify would be subject to a variety of substantial risks, including ongoing market and operating risks and political risks in Egypt. |
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• | Negotiated a contract with an Egyptian-based purchaser. The Managing Shareholder believed that targeting such a purchaser would allow the sale to close more efficiently, as the purchaser would already have an existing relationship with GAFI. | |
• | During negotiations, the Managing Shareholder countered Horus’ initial bid with a higher counter offer that was accepted by the Purchasers, as well as negotiated various other terms of the sale favorable to the Funds. | |
• | Negotiated a contract whereby the entire purchase price was placed into escrow upon the effectiveness of the Sale and Purchase Agreement, thereby eliminating delays or closing risks associated with a purchaser obtaining financing. |
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• | Negotiated an agreement that did not have closing conditions that were conditioned on the absence of material changes in the REFI business, or its associated environmental, economic or political risks. | |
• | Negotiated a transaction that has limited post-closing claims against the Sellers and does not have a post-closing hold back of sale proceeds. The Purchasers in the sale agreed to limit the recourse to the Sellers after closing to only claims of fraud, and are instead relying on Mariridge and Mr. Girges as a source of recovery for any such claims. |
• | the valuation of the consideration to be received by the Sellers in the sale and that the sale is denominated in U.S. dollars; | |
• | the absence of financing risk as Horus was willing to deposit the entire sale proceeds into an escrow account upon the effectiveness of the Sale and Purchase Agreement; | |
• | the structure of the transaction, including the provision that Sellers’ representations, other than fraud, expire at the closing of the sale; | |
• | the willingness of Mr. Girges to waive his right to a bonus under a 2006 bonus agreement, upon consummation of the sale, in the approximate amount of $2,155,000, which amount would otherwise have been paid by the Sellers to Mr. Girges; | |
• | the provisions of the Sale and Purchase Agreement were determined through arms-length negotiations between the Sellers, on the one hand, and the Purchasers on the other hand; | |
• | the risks inherent in the continued operation of REFI; | |
• | historical and potential future exchange rates between the Egyptian pound and U.S. dollars; | |
• | the likelihood that REFI would require additional funding in the near future to continue its operations, and that there can be no assurance that REFI would be able to obtain such funding on favorable terms, or at all; | |
• | the structure of the transaction does not provide for termination in the event of changes in the business of REFI; and | |
• | the belief that an Egyptian-based company would be able to obtain approval from GAFI in a more efficient manner than a non-Egyptian company. |
• | the risk that the sale will not be completed, even if the Funds’ shareholders approve the sale; | |
• | the risk that even if approved by the Funds’ shareholders, that GAFI does not approve the transfer of Shares; | |
• | the risks associated with the continued operations of REFI in the event the sale is not consummated; and |
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• | the interests of the Managing Shareholder, the Funds and Mr. Girges, given the relationship of the parties. |
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• | the operations, and production capacities, existing at December 31, 2007 exist through the entirety of the cash flow analysis and that 2007 is considered a representative year to base the analysis; | |
• | no new investment is made into REFI and in lieu of any such further investment, all excess cash generated by REFI is distributed to its shareholders at the end of each calendar year; | |
• | the cash flow analysis is for a period beginning September 10, 2008 (an estimated sale closing date), through December 31, 2017; | |
• | terminal value of REFI assets at December 31, 2017 is valued at three times the 2017 free cash flow; | |
• | the price for product sales and the costs of variable expenses incurred increase at a rate of 5.5% per year, compounded annually; | |
• | the currency exchange rate between US dollars and Egyptian pounds remains unchanged over the period of analysis at 0.19:1, the exchange rate as of June 5, 2008, the date of the Sale and Purchase Agreement; and | |
• | analysis was done on a pre-tax basis using pre-tax discount rates ranging from 21% to 27%. |
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The Ridgewood | Ridgewood | |||||||||||||||
Power Growth | Electric | Ridgewood/ | ||||||||||||||
Fund | Power Trust V | Egypt Fund | Total | |||||||||||||
Estimated Gross Proceeds | $ | 18,727,500 | $ | 3,877,500 | $ | 4,895,000 | $ | 27,500,000 | ||||||||
Estimated Transaction Expenses (1) | 935,694 | 193,734 | 244,572 | 1,374,000 | ||||||||||||
Estimated Net Proceeds (2) | $ | 17,791,806 | $ | 3,683,766 | $ | 4,650,428 | $ | 26,126,000 | ||||||||
Estimated Net Proceeds Per Investor Share (3) | $ | 26,760 | $ | 3,909 | $ | 68,549 | ||||||||||
(1) | See “Fees and Expenses of the Transaction” on page 26 for a discussion of the fees anticipated to be incurred by the Funds in connection with the transaction. | |
(2) | Amounts do not include, and will be further reduced by, Egyptian capital gain taxes, if any, payments due to the Managing Shareholder under each Fund’s Declaration of Trust and amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses relating to the ongoing operating activities of the related Fund, including litigation matters and any claims or liabilities involving the related Fund, and any adverse settlement or other disposition of such matters and, in the case of Growth Fund and Egypt Fund, the liquidation and dissolution of such Funds. | |
(3) | Estimated net proceeds allocated to investor shares of beneficial interest, on a per share basis. |
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• | the Escrow Agreement, pursuant to which Horus has deposited in escrow pending closing or earlier termination of the Sale and Purchase Agreement or the Escrow Agreement both the purchase price and $2,000,000 to be paid to Mariridge at closing (a copy of the Escrow Agreement, as amended, is attached to this consent statement asAnnex B); and | |
• | the Inter-Fund Agreement entered into by and among the Managing Shareholder and each of the Funds, which provides for the allocation of expenses of the transaction among the Managing Shareholder and the Funds (a copy of the Inter-Fund Agreement is attached to this consent statement asAnnex C). |
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• | an amount reasonably determined by the Managing Shareholder to be sufficient to pay the costs and expenses anticipated to be incurred in connection with the maintenance and ultimate settlement or other disposition of then-pending litigation matters and any other claims or liabilities involving Growth Fund and the costs and expenses of the maintenance, administration and subsequentwind-up of the liquidating trust; | |
• | all rights, obligations and liabilities relating to, or associated with, Growth Fund’s then-pending litigation matters and any other claims or liabilities or rights involving Growth Fund and any other matters that arise during the term of the liquidating trust; and | |
• | the right to receive any funds that Growth Fund or the liquidating trust are awarded in connection with the settlement or other disposition of one or more of the litigation matters during the term of the liquidating trust or otherwise. |
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OTHER PARTIES
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• | Horus will acquire from the Sellers all of the interest that the Sellers have in, but not legally registered title to, 17,000 Shares of REFI, as well as $22,153,623.10 principal amount of the Loans, which portion of the Shares and the Loans we refer to herein as the Horus Shares and Loans; | |
• | Mariridge will acquire from the Sellers all of the interest that the Sellers have in, but not legally registered title to, 3,000 Shares of REFI, as well as $3,909,462.90 principal amount of the Loans, which portion of the Shares and the Loans we refer to herein as the Mariridge Shares and Loans; | |
• | Mariridge will receive $2,000,000; | |
• | the Sellers will receive $27,500,000; and | |
• | Mr. Girges shall have, in writing, waived his right to a bonus due upon the sale of REFI, resigned as an employee of the Sellers and their affiliates (other than REFI) and waived any rights to termination claims against the Sellers and their affiliates. |
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• | Horus’ conditions to closing are as follows: |
• | the Sellers’, Mr. Girges’ and Mariridge’s warranties are true and accurate in all material respects as of the date of the Sale and Purchase Agreement and as of the date of closing; | |
• | each of the Sellers has materially performed all of its pre-closing obligations, covenants and agreements under the Sale and Purchase Agreement; | |
• | each of the managers of REFI (other than Mr. Girges) has resigned; | |
• | the Sellers, Mariridge and REFI have delivered to Horus and the escrow agent, as applicable, certain certificates required under the Escrow Agreement; and | |
• | the Escrow Agreement is in full force and effect and no action has been taken to interfere with the release of the documents required by the Escrow Agreement. |
• | The Sellers’ conditions to closing are as follows: |
• | Horus’ and Mariridge’s warranties are true and accurate in all material respects as of the date of the Sale and Purchase Agreement and as of the date of closing; | |
• | each of Horus and Mariridge has materially performed all of its pre-closing obligations, covenants and agreements under the Sale and Purchase Agreement, including in particular the deposit of the purchase price into the escrow account; | |
• | the shareholders of each of the Funds have approved the transaction; | |
• | Mr. Girges has waived his right to any bonus due to him upon a sale of REFI, has resigned as an employee of the Sellers and their affiliates (other than REFI), and has waived in writing any rights to any termination claims against the Sellers and their affiliates; | |
• | Horus, Mariridge and REFI have delivered certain certificates required under the Escrow Agreement to the escrow agent; and | |
• | the Escrow Agreement is in full force and effect, the escrowed amounts are still on deposit in the escrow account, and no action has been taken to interfere with the escrow agent’s release of the escrowed amounts. |
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• | defer the closing until the conditions are satisfied; | |
• | waive any of its conditions and proceed to the closing; or | |
• | terminate the Sale and Purchase Agreement in accordance with its terms. |
• | by the mutual written consent of the Sellers and Horus; | |
• | by Horus, upon a material breach of any warranty, covenant or other agreement of the Sellers contained in the Sale and Purchase Agreement or a breach of the warranties of Mr. Girges and Mariridge contained in the Sale and Purchase Agreement that would cause Horus to be unable to satisfy certain of its pre-closing obligations set forth in the Sale and Purchase Agreement, if in either case the breach is not cured within seven days of notice thereof; | |
• | by Horus or the Sellers, if any applicable governmental authority has issued a final and non-appealable order, decree or ruling or taken any other action that permanently restrains, enjoins or otherwise prohibits the transfer or sale of the Shares and Loans; | |
• | by the Sellers or Horus if the closing does not occur before September 10, 2008; or | |
• | by the Sellers, upon a material breach by either of the Purchasers any of its warranties, covenants or other agreement contained in the Sale and Purchase Agreement that would cause the Sellers to be unable to satisfy certain of their pre-closing obligations set forth in the Sale and Purchase Agreement, if the breach is not cured within seven days of notice thereof. |
• | contractual and legal interests in the Shares and legal entitlement to the Loans; | |
• | requisite power and authority to enter into and deliver the Sale and Purchase Agreement and the Escrow Agreement, to own the Loans, to transfer such ownership as it possesses in the relevant Shares and Loans to the Purchasers and to perform its obligations under the Sale and Purchase Agreement; | |
• | due execution, delivery and enforceability of the Sale and Purchase Agreement and the other documents delivered by such Seller; |
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• | no breach or default under any agreement material to and binding upon the Seller; | |
• | no breach of any law, regulation, order, judgment or decree of any court or governmental agency or of an arbitral award binding upon the Seller, assuming receipt of the ratification by GAFI of the minutes of the extraordinary meeting of REFI’s shareholders; | |
• | no insider contracts or agreements currently in effect between REFI and the Sellers; | |
• | no borrowings between REFI and the Sellers, other than the Loans; | |
• | REFI and its subsidiaries have not guaranteed any borrowed money of the Sellers, other than the guarantees related to the borrowings of Sinai for Environmental Services; | |
• | REFI will have the right to continue using the name “Ridgewood” for the conduct of its business in Africa and certain Middle Eastern countries; | |
• | REFI and its subsidiaries are duly incorporated and validly exist under the laws of Egypt; | |
• | the instruments of transfer to be executed and delivered by such Seller at closing will, subject to receipt of GAFI approval, effectively vest the Purchasers with such ownership as such Seller possessed in the Shares and good and marketable title to the Loans, as provided in the Sale and Purchase Agreement, free and clear of all encumbrances; | |
• | the Horus Shares constitute 85% of the total Shares in REFI’s capital and Mariridge Shares constitute 15% of the total Shares in REFI’s capital; | |
• | REFI has no subsidiary or equity interest in any partnership, or shares in any company other than its subsidiaries; and | |
• | the Sellers and their affiliates have not entered into any agreement and are not aware of any encumbrances on the Shares (other than the rights of Mr. Girges and Hussein Mohamed Kortam) and the Loans, options or other agreements outstanding authorizing REFI to issue Shares or other securities or another person to require a mortgage or other encumbrance over any of the Shares. |
• | power and authority to enter into and deliver the Sale and Purchase Agreement and the Escrow Agreement, to acquire such ownership as the Sellers have in the Shares and Loans, and to perform its obligations under the Sale and Purchase Agreement and Escrow Agreement; | |
• | due execution, delivery and enforceability of the Sale and Purchase Agreement and the other documents delivered by such party; | |
• | no breach or default under any agreement material to and binding upon such party; |
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• | no breach of any law, regulation, order, judgment or decree of any court or governmental agency or of an arbitral award binding upon such party, assuming receipt of GAFI approval; and | |
• | each of Horus and Mariridge has conducted full due diligence on REFI prior to signing the Sale and Purchase Agreement and has received the Limited Due Diligence Report dated February 11, 2008 prepared by Shalakany Law Office. |
• | REFI’s original stock ledger, signed and sealed, as well as evidence of the approval of the Sale by the shareholders of the Purchasers and of the Sellers; and | |
• | a certificate acknowledging delivery of the foregoing documentation to the escrow agent, confirming the satisfaction of the conditions to closing and directing the escrow agent to disburse the escrowed funds and such materials as provided in the Escrow Agreement. |
• | the purchase price to the Sellers or their designee, | |
• | the $2,000,000 to Mariridge, and | |
• | such documentation and any interest accrued on the escrowed funds to Horus. |
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• | has losses from dispositions of other capital assets in the current year; | |
• | has suspended passive activity losses from prior years; | |
• | has taxable income from other sources; and | |
• | is subject to the alternative minimum tax. |
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�� | ||||||||||
Position with the Funds and the | ||||||||||
Name | Age | Managing Shareholder | Officer Since | |||||||
Randall D. Holmes | 60 | President and Chief Executive Officer | 2004 | |||||||
Robert E. Swanson | 61 | Chairman | 1997 | |||||||
Jeffrey H. Strasberg | 50 | Executive Vice President and Chief Financial Officer | 2007 | |||||||
Daniel V. Gulino | 47 | Senior Vice President, General Counsel and Secretary | 2000 |
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• | each executive officer of Growth Fund (there are no directors); and | |
• | all of the executive officers of Growth Fund, as a group. |
Name of beneficial owner | Number of shares (1) | Percent | ||||||
Ridgewood Renewable Power LLC (Managing Shareholder) Robert E. Swanson, controlling member | 1.25 | * | ||||||
Executive officers of Growth Fund, as a group | 1.25 | * |
* | Represents less than one percent. |
(1) | Does not include a management share in Growth Fund representing the beneficial interests and management rights of the Managing Shareholder in its capacity as Managing Shareholder of Growth Fund. The management share owned by the Managing Shareholder is the only issued and outstanding management share of Growth Fund. The management rights of the Managing Shareholder are described in further detail in “MANAGEMENT OF THE FUNDS” on page 43. |
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100 F Street, N.E.
Washington, D.C. 20549
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“Accounts Date” | means 31 December 2007; | |
“Accounts” | means the audited balance sheet and related statement of income and shareholders’ equity as at the Accounts Date and for the fiscal year then ended for each of the Company and its two unconsolidated Subsidiaries, each as audited by the auditors of the Company and such Subsidiaries and approved by the shareholders, copies of which has been previously delivered to the First Purchaser; | |
“Affiliate” | in relation to a body corporate means any other person that, directly or indirectly, controls, is controlled by or under common control with such body corporate, whether through ownership of voting securities, management control or otherwise, and in relation to an individual means any company or partnership over which that individual has control, directly or indirectly, whether through ownership of voting securities, management control or otherwise; | |
“Approval” | means the ratification of GAFI of minutes of the Extraordinary General Shareholders Meeting approving the transfer of the Shares to the First Purchaser and the Second Purchaser; | |
“Articles of Association” | means the articles of incorporation of the Company, as amended from time to time; | |
“Business Day” | means a day on which most major banks are open for business in Cairo, Egypt but does not include a Friday or a Saturday or any other day which is a legal holiday in such city; | |
“Business” | means the business relating to water, waste water, power generation or any other similar business that the Company is involved in at the date of this Agreement; | |
“Escrow Agent Certificate” | means the joint certificate of the Sellers, the First Purchaser and the Company to the Escrow Agent in the form of Schedule (11) attached hereto.; |
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“Company” | means Ridgewood Egypt for Infrastructure LLC, an Egyptian limited liability company, commercial register number 327201 with its head office located at 165 El Orouba St., Heliopolis, Cairo, Egypt basic information about which is set out in Schedule 1; | |
“Company Loan” | means the loan from the Lender to the Company to be made pursuant to the Company Loan Agreement; | |
“Company Loan Agreement” | means the agreement between the Lender and the Company set forth in Schedule 9; | |
“Completion” or “Closing” | means completion of the purchase of the Shares and the Loan by the First Purchaser and the Second Purchaser, respectively, the delivery of documents, the release of the Purchase Price to the Sellers and the Second Purchaser payment to the Second Purchaser, all as provided in the Escrow Agreement; | |
“Damages” | means all direct losses, assessments, charges, actual damages, deficiencies, liabilities, fines, costs and expenses (including reasonable legal fees, interest and penalties paid, and the reasonable costs of investigation, defense or settlement of any of the foregoing); | |
“Early Termination Date” | means the date which is (90) days after the latest to occur of (i) the date this Agreement is executed and delivered by all parties thereto, (ii) the Escrow Agreement is executed and delivered by all partners thereto, (iii) the date on which the First Purchaser deposits an aggregate of US$29,500,000 with the Escrow Agent under the Escrow Agreement and (iv) the date on which the Lender advances the full amount of the Company Loan to the Company under the Company Loan Agreement, after which this Agreement may be terminated in accordance with Section 5.2 hereof; | |
“Encumbrances” | means all options, pledges, mortgages, liens, charges, pre-emptive rights, security interests, set off (other than customary rights of set-off of a bank with respect to funds on deposit with such bank), assignment and other similar rights of third parties except where the rights of the Sellers in the Shares are qualified as provided herein; | |
“Escrow Account” | means the escrow account to be opened by the Escrow Agent, in accordance with the Escrow Agreement for the payment of the Purchase Price and other payments made under this Agreement; | |
“Escrow Agent” | means HSBC Egypt; | |
“Escrow Agreement” | means the Escrow Agreement to be hereafter entered into among the Sellers, the Purchasers, the Company and the Escrow Agent in relation to the payment of the Purchase Price and the other matters as may be set forth in such Escrow Agreement, substantially in the form attached hereto in Schedule 8, with such amendments thereto as may be approved by the parties to such Escrow Agreement, such approval to the evidenced by the respective parties signatures to the Escrow Agreement; |
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“Purchasers’ Completion Certificate” | Means the Certificate of the Purchasers substantially in the form of Schedule (11) attached hereto. | |
“First Purchaser Shares and Loan” | means (i) such rights (but not legally registered title) as the Sellers have to 17,000 Shares pursuant to the Purchase and Sale Agreements and otherwise under applicable law (the“First Purchaser Shares”), and (ii) US$22,153,623.10 principal amount of the Loan that the First Purchaser is purchasing on the terms and subject to the conditions of this Agreement; | |
“GAFI” | means the General Authority for Investment and Free Zones, a governmental instrumentality of the Arab Republic of Egypt; | |
“Certificate of General Counsel” | means the certificate of Daniel V. Gulino, Senior Vice President and General Counsel of the Sellers (on his successor in office) to be provided by the Sellers to the Escrow Agent substantially in the Form of Schedule (12) attached hereto. | |
“Lender” | means the lender under the Company Loan Agreement. | |
“License” | means any license, permit, approval, authorization, certificate, directive, order, variance, concession agreement, registration or franchise issued, granted, conferred or otherwise created by a governmental authority; | |
“Loan” | means the existing loan amounting to US$26,063,086 owing by the Company to the Sellers; | |
“Loan Purchase Price” | means the purchase price amounting to US$26,063,086 for the existing Loan; | |
“Non-Competition Period” | means the period starting on (and including) the date of Closing and ending on (but excluding) the earlier of (i) the date on which the First Purchaser no longer owns any Shares, and (ii) the fifth anniversary of Closing; | |
“Own” or “Ownership” | means (i) with respect to the Shares, the rights of the Sellers to the Shares evidenced by the Purchase and Sale Agreements and such ownership of the Shares as the Sellers have under applicable law and not the legally registered title to the Shares and (ii) with respect to the Loan, legal entitlement; | |
“Parties” | means the Sellers, the Purchasers, ZG and the Company; | |
“Person” | means an individual, partnership, corporation, joint stock company, limited liability company, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof; |
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“Purchase and Sale Agreements” | means (i) the Purchase and Sale Agreement entered into on the 15th day of February 2001 by and between Zaki Yousif Girges and RW Egyptian Holdings, LLC relating to 200 of the outstanding Shares and (ii) the Purchase and Sale Agreement entered into on January 19, 2001 by Hussein Mohamed Kortam and Ridgewood Near East Holding, LLC relating to 19,800 of the outstanding Shares; | |
“Purchase Price” | means US$27,500,000 being the aggregate price of the Share Purchase Price and the Loan Purchase Price; | |
“Restricted Territories” | means the entire territory of all of the countries located in the continent of Africa and, in addition, Lebanon, Saudi Arabia, United Arab Emirates, Muscat, Oman, Yemen, Kuwait, Syria, Turkey, Iraq and Iran; | |
“Share Purchase Price” | means the aggregate price of the Shares referred to in Article 2 hereof and payable by the First Purchaser and the Second Purchaser to the Sellers, pursuant to the Escrow Agreement; | |
“Second Purchaser Shares and Loan” | means (i) such rights (but not legally registered title) as the Sellers have to 3,000 Shares pursuant to the Purchase and Sale Agreements and otherwise under applicable law (the“Second Purchaser Shares”), and (ii) US$3,909,462.90 principal amount of the Loan, that Second Purchaser is purchasing on the terms and subject to the conditions of this Agreement; | |
“Sellers Completion Certificate” | Means the Certificate of the Sellers substantially in the form of Schedule (13) attached hereto. | |
“ZG and Second Purchaser Completion Certificate” | Means the Certificate of ZG and the Second Purchaser substantially in the Form of Schedule (14) attached hereto. | |
“Subsidiaries” | means the following entities: | |
Sinai for Environmental Services, an Egyptian Joint Stock company, having its registered office at 165 El Orouba Street, Heliopolis, Cairo, Egypt. | ||
and | ||
Ridgewood for Water Desalination, an Egyptian Joint Stock company, having its registered office at 165 El Orouba Street, Heliopolis, Cairo, Egypt. | ||
“Tax/tax” or “Taxation” | means and includes all forms of taxation and statutory, governmental, supra-governmental, state, principal, local governmental or municipal impositions, duties, contributions and levies, including without limitation, corporate income tax, withholding tax of any nature, sales tax, stamp tax, custom duties and service charges, levies, social insurance premiums, employees payroll and directors tax and related deductions and withholdings, and all penalties, fines, charges, costs and interest relating thereto in all jurisdictions; and |
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“Warranties” | means the warranties set out in Schedule 3(“Sellers’ Warranties”) and the warranties set out in Schedule 5(“ZG and Second Purchaser Warranties”) and the warranties of the First Purchaser and the Second Purchaser to the Sellers as set out in Schedule 7 (the“Purchasers Warranties”). |
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5. | CONDITIONS TO COMPLETION; TERMINATION |
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6. | CONDUCT OF BUSINESS |
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14. | NOTICES |
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If to First Purchaser: | Horus Private Equity Fund III, LP | |
c/o M&C Corporate Services Limited P.O.Box 309G7 Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands | ||
If to Second Purchaser: | Mariridge for Infrastructure Projects office is at 26 Helmy Abd El Atti Street, Nasr City, Cairo, Egypt Attn: Mr. Zaki Girges | |
If to Sellers or the Company: | Ridgewood Near East Holdings LLC RW Egyptian Holdings, LLC c/o Ridgewood Renewable Power, LLC 947 Linwood Avenue Ridgewood, NJ 07450 ATTN: Robert Swanson | |
(with a copy to) Ridgewood Egypt for Infrastructure 165, El Orouba St. Heliopolis, Cairo, Egypt Attn: Mr. Zaki Girges, and | ||
Day Pitney LLP 7 Times Square NY. NY. 10036 Attn: Mr. Frank Lawatsch, Jr. Esq. |
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By: | /s/ Randall D. Holmes |
Title: | President |
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By: | /s/ Randall D. Holmes Name: Randall D. Holmes Title: President |
By: | /s/ Horus Private Equity Fund III, LP Name: Samer Yassa Title: Director |
By: | /s/ Zaki Yousif Girges Name: Zaki Yousif Girges Title: Manager |
By: | /s/ Zaki Yousif Girges Name: Zaki Yousif Girges Title: Manager |
Signature: | /s/ Zaki Yousif Girges |
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Name of the Company | : | Ridgewood Egypt for Infrastructure | ||
Commercial Registration no. | : | 327201 | ||
Date of incorporation | : | November 11, 1999 | ||
Type of company | : | An Egyptian limited liability company | ||
Issued capital and paid-in capital | : | 20,000 Quotas / EGP 2,000,000 |
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SCHEDULE 2: | FIRST PURCHASER SHARES AND LOAN AND SECOND PURCHASER SHARES AND LOAN |
Names of Sellers | Amount of First Purchaser Shares and Loan | |||
Ridgewood Near East Holdings, LLC | 16,830/US$21,932,087 | |||
RW Egyptian Holdings LLC | 170/US$221,536 | |||
Total | 17,000 Shares/ US$22,153,623. of the Loan | |||
Name of First Purchaser | Amount of First Purchaser Shares and Loan | |||
Horus Private Equity Fund III L.P | 17,000/US$22,153,623 | |||
Total | 17,000 Shares/ US$22,153,623 of the Loan |
Names of Sellers | Amount of Second Purchaser Shares and Loan | |||
Ridgewood Near East Holdings, LLC | 2970/US$3,870,368 | |||
RW Egyptian Holdings LLC | 30/US$30,095 | |||
Total | 3,000 Shares/ US$3,909,463 of the Loan | |||
Name of Second Purchaser | Amount of Second Purchaser Shares and Loan | |||
Mariridge for Infrastructure Projects | 3,000/US$3,909,463 | |||
Total | 3,000 Shares/ US$3,909,463 of the Loan |
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SCHEDULE 3: | SELLER WARRANTIES |
1. | Capacity of the Sellers |
2. | Insider Contracts |
3. | Borrowings |
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4. | Guarantees |
5. | Intellectual Property |
6. | Corporate Matters |
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SCHEDULE 4: | COMPLETION CONDITIONS |
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SCHEDULE 5: | WARRANTIES OF ZG AND THE SECOND PURCHASER |
1. | Accounts |
2. | From the Accounts Date up until Signing Date: |
3. | Contracts and Commitments |
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4. | Insider Contracts |
5. | Grants and Allowances |
6. | Terms of Trade |
7. | Licenses |
8. | Borrowings |
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9. | Guarantees |
10. | Insolvency |
11. | Litigation |
12. | Ownership and Condition of Assets |
13. | Intellectual Property |
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14. | Leases |
15. | Insurance |
16. | Employment and Labor Relations |
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17. | The Accounts and Tax |
18. | Tax Events since the Accounts Date |
19. | Tax returns, disputes, audits, etc. |
20. | Corporate Matters |
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SCHEDULE 6: | ACCOUNTS |
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SCHEDULE 7: | WARRANTIES OF FIRST PURCHASER AND SECOND PURCHASER |
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SCHEDULE 8: | FORM OF ESCROW AGREEMENT |
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Bank Name: | Wachovia Bank |
Bank Name | : | Arab African International Bank | ||
Address | : | 5 Midan Al Saray Al Koubra — Garden City | ||
Account Name | : | Horus Private Equity Fund III LP | ||
Account Number | : | |||
Swift Code | : | ARAIEGCX | ||
Correspondent in USD JP Morgan New York Swift Code | : | CHAS US 33 | ||
Account No. | : |
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(i) | This certificate is the “Escrow Agent Certificate” referred to in Annex B of the Escrow Agreement;. |
(ii) | Together with this Escrow Certificate, the Company hereby makes delivery to the Escrow Agent of the documents described in Annex A to the Escrow Agreement; |
(iii) | The Purchasers, the Sellers and the Company hereby confirm that all of the completion conditions of the Sale and Purchase Agreement have been satisfied or waived and that the Escrow Agent is hereby authorized and divested as follows: |
(a) | To deliver the Purchase Price to the Sellers as provided in Section 3.2 (i) of the Escrow Agreement. |
(b) | To deliver the Second Purchaser Payment to the Second Purchaser as provided in Section 3.2 (ii) of the Escrow Agreement; |
(c) | To make delivery of the documents described in Annex A of the Escrow Agreement to the First Purchaser. |
(d) | To the extent that there are any funds remaining in the Escrow account after giving effect to the deliveries of funds to the Sellers and the Second Purchaser in Clauses (iii)(a) and (b) above, the Escrow Agent is authorized to deliver such remaining funds to the First Purchaser as contemplated in Section 3.2 of the Escrow Agreement. |
(e) | Upon the performance by the Escrow Agent of the actions described in clauses (iii)(a), (b) (c) and (d) above of this Escrow Agent Certificate, the Escrow Agent shall have fully discharged it obligations under the Escrow Agreement |
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of the Extraordinary General Shareholder Meeting
Of Ridgewood Egypt for Infrastructure Company
A Limited Liability Company
Convened on
• | Mr. , on behalf of the General Authority for Investment and Free Zones. | |
• | Mr. , on behalf of PriceWaterhouse Coopers, by virtue of an authorization dated . | |
• | Mr. , on behalf of Ridgewood Near East Holdings, by virtue of an authorization dated . | |
• | Mr. , on behalf of RW Egyptian Holdings, by virtue of an authorization dated . |
• | Whereas, RW Egyptian Holdings and Ridgewood Near East Holdings have purchased the entire shares on January 19, 2001, thus they become the actual owners of the shares. | |
• | Whereas the Extraordinary General Shareholders Meeting of the Company approved the amendment of Article (5) of the Articles of Incorporation of the Company to prove that the two companies become shareholders in the Company, which was ratified by the General Authority for Investment and Free Zones on May 10, 2001. |
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• | Whereas, the security entities have objected to the names of the two shareholders and as the two shareholders have sold their shares in the Company to and Mariridge for Infrastructure Company, SAE, therefore the Extraordinary General Shareholders Meeting has unanimously approved the following resolutions: |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
Zaki Yousif Girges — Egyptian | 200 | 20,000 | EGP | 1% | ||||||||||
Hussein Mohamed Kortam — Egyptian | 19800 | 1,980,000 | EGP | 99% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
17000 | 1,700,000 | EGP | 85% | |||||||||||
Mariridge for Infrastructure | 3000 | 300,000 | EGP | 15% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
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a) | The Lender has agreed to provide the Borrower with a loan of US$2 million. | |
b) | The Lender has agreed to make the loan available to the Borrower upon and subject to the terms and conditions of this Agreement. |
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(a) | For the first 90 days after the Loan is made, no payments are due; |
(b) | Commencing on the 120th day after the Loan is made, and continuing on the same day of each month thereafter for the succeeding 17 months, the Borrower shall pay monthly installments in the amount of US$123,117. This payment amount represents the amount of constant blended payments of principal and interest necessary to amortize the principal amount of US$2,050,000 over 18 months with interest at 10% per annum. |
4. | Payment Instructions: |
5. | Acceleration of the Loan: |
6. | Representation and Warranties: |
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7. | General Provisions: |
165 El Orouba St.
Heliopolis, Cairo, Egypt
Attn: Mr. Zaki Girges
Ridgewood Renewable Power LLC
947 Linwood Avenue
Ridgewood, New Jersey 07450
U.S.A.
Attn: Robert E. Swanson, Chairman
c/o M&C corporate Services Limited
P.O.Box 309G7, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
8. | Counterparts: |
First Party | Second Party | |
The Lender | The Borrower | |
By: | By: | |
Name: | Name: | |
Title: | Title: |
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1. | The First Purchaser and the Second Purchaser hereby certify that: |
Name: | Name: | |
Signature: | Signature: | |
For and on behalf of the First Purchaser | For and on behalf of the Second Purchaser |
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1. | Each of the Sellers hereby certify that: |
Name: | Name: | |
For and on behalf of the Ridgewood Near East Holdings, LLC | For and on behalf of the RW Egyptian Holdings LLC. |
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1. | ZG and the Second Purchaser hereby certify that: |
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SCHEDULE 15: | FORM OF THE MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING |
of the Extraordinary General Shareholder Meeting
Of Ridgewood Egypt for Infrastructure Company
A Limited Liability Company
Convened on
• | Whereas, RW Egyptian Holdings and Ridgewood Near East Holdings have purchased the entire shares on January 19, 2001, thus they become the actual owners of the shares. | |
• | Whereas the Extraordinary General Shareholders Meeting of the Company approved the amendment of Article (5) of the Articles of Incorporation of the Company to prove that the two companies become shareholders in the Company, which was ratified by the General Authority for Investment and Free Zones on May 10, 2001. |
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• | Whereas, the security entities have objected to the names of the two shareholders and as the two shareholders have sold their shares in the Company to and Marriage for Infrastructure Company, SAE, therefore the Extraordinary General Shareholders Meeting has unanimously approved the following resolutions: |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
Zaki Yousif Girges — Egyptian | 200 | 20,000 | EGP | 1% | ||||||||||
Hussein Mohamed Kortam — Egyptian | 19800 | 1,980,000 | EGP | 99% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
17000 | 1,700,000 | EGP | 85% | |||||||||||
Mariridge for Infrastructure | 3000 | 300,000 | EGP | 15% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
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(as amended)
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1. | Appointment of the Escrow Agent. |
2. | Establishment of Escrow Account. |
3. | Disposition and Termination. |
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• | USD 27,500,000 by wire transfer to Ridgewood Renewable Power LLC. In: |
Bank Name: | Wachovia Bank |
ABA (ACH) 031100225
• | USD 2,000,000 to: |
4, Farid Street (off El Thawra St.)
Heliopolis — Cairo — Egypt
Swift Code: CIB EEG CX081
For Credit to the Account of Zaki Yousif Girges
Account No.:
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4. | Duties of Escrow Agent |
5. | Payment to the Escrow Agent |
6. | Term of Escrow Agreement |
7. | Notices |
c/o M&C corporate Services Limited
P.O.Box 309G7, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
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RW Egyptian Holdings LLC
c/o Ridgewood Renewable Power LLC
947 Linwood Ave.
Linwood, New Jersey 07450 U.S.A
Attn: Robert E. Swanson
Day Pitney LLC
7 Times Square New York, N.Y. 0036 U.S.A.
Attn:Frank Lawatsch ESQ.
165 El Orouba Street
Heliopolis, Cairo, Egypt
8. | Waiver; Modification |
9. | Assignment |
10. | Governing Law |
11. | Limitation of Liability |
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12. | Dispute Resolution. |
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By: | /s/ Amr Tharwat |
Title: | Group Head — Corporate Banking |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Horus Private Equity Fund III, LP |
Title: | Director |
By: | /s/ Zaki Yousif Girges |
Title: | Manager |
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By: | /s/ Zaki Yousif Girges |
Title: | Mgn |
Signature: | /s/ Zaki Yousif Girges |
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• | Mr. , on behalf of the General Authority for Investment and Free Zones. | |
• | Mr. , on behalf of PriceWaterhouse Coopers, by virtue of an authorization dated . | |
• | Mr. , on behalf of Ridgewood Near East Holdings, by virtue of an authorization dated . | |
• | Mr. , on behalf of RW Egyptian Holdings, by virtue of an authorization dated . |
• | Whereas, RW Egyptian Holdings and Ridgewood Near East Holdings have purchased the entire shares on January 19, 2001, thus they become the actual owners of the shares. | |
• | Whereas the Extraordinary General Shareholders Meeting of the Company approved the amendment of Article (5) of the Articles of Incorporation of the Company to prove that the two companies become shareholders in the Company, which was ratified by the General Authority for Investment and Free Zones on May 10, 2001. |
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• | Whereas, the security entities have objected to the names of the two shareholders and as the two shareholders have sold their shares in the Company to and Mariridge for Infrastructure Company, SAE, therefore the Extraordinary General Shareholders Meeting has unanimously approved the following resolutions: |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
Zaki Yousif Girges — Egyptian | 200 | 20,000 | EGP | 1% | ||||||||||
Hussein Mohamed Kortam — Egyptian | 19800 | 1,980,000 | EGP | 99% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
Name & Nationality | No. of Shares | Value | Currency | % | ||||||||||
17000 | 1,700,000 | EGP | 85% | |||||||||||
Mariridge for Infrastructure | 3000 | 300,000 | EGP | 15% | ||||||||||
TOTAL | 20000 | 2,000,000 | EGP | 100% |
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Company’s Auditor
The Chairman of the Meeting
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Trust V | 14.1 | % | ||
Growth | 68.1 | % | ||
Egypt Fund | 17.8 | % |
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By: | /s/ Randall D. Holmes |
capacity as Managing Shareholder of
The Ridgewood Power Growth Fund,
Ridgewood Electric Power Trust V,
Ridgewood/Egypt Fund
By: | /s/ Jeffrey H. Strasberg |
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OF
THE RIDGEWOOD POWER GROWTH FUND
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(i) | from the assets of the Fund allotted for the payment or provision for payment of liabilities of the Fund as provided in Section 8.1(g)(1) of the Declaration or otherwise available, an amount reasonably determined by the Managing Shareholder to be sufficient to pay the costs and expenses anticipated to be incurred in connection with the maintenance and ultimate settlement or other disposition of then-pending litigation matters and any other claims or liabilities or rights involving the Fund and the costs and expenses of the maintenance, administration and subsequentwind-up of the Liquidating Trust; and |
(ii) | all rights, obligations and liabilities relating to or associated with the Fund’s then-pending litigation matters and any other claims or liabilities or rights involving the Fund and any other matters that arise during the term of the Liquidating Trust. |
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To approve and adopt the Sale and Purchase Agreement, dated as of June 5, 2008, by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund III, L.P., Mariridge for Infrastructure Projects, Mr. Zaki Girges, and Ridgewood Egypt for Infrastructure LLC, and the transactions contemplated thereby and relating thereto, as described in the Consent Statement accompanying this Consent Card, including, without limitation, the transactions contemplated by the Inter-Fund Agreement, dated as of June 5, 2008, by and between Ridgewood Renewable Power LLC, The Ridgewood Power Growth Fund, Ridgewood Electric Power Trust V and Ridgewood/Egypt Fund and the post-closing liquidation and dissolution of The Ridgewood Power Growth Fund pursuant to the Growth Fund Plan of Liquidation and Dissolution. |
(Mark only ONE of the following three boxes)
NAME OF SHAREHOLDER: | SHARES: | |||||
SIGNATURE of Shareholder: | Date: | |||||
SIGNATURE of Shareholder: | Date: | |||||