Key Highlights
• Sale of ReNu Energy's Countrywide Hydrogen Business, including its Tasmanian green hydrogen project,
to an entity controlled by Boyd White, Geoffrey Drucker and Ingeborg Drucker.
• ReNu Energy's Independent Board Committee unanimously recommends that shareholders vote in favour
of the transaction, in the absence of a superior proposal and subject to the Independent Expert concluding
(and continuing to conclude) that the Proposed Divestment is fair and reasonable (or not fair but
reasonable) to ReNu Energy shareholders (excluding the Buyer and its associates).
• The transaction is conditional on shareholder approval under ASX Listing Rules 10.1 and 11.2, which will
be sought at an extraordinary general meeting to be held in March 2025, with completion also targeted
for March 2025.
• The sale follows market feedback over the last 12-18 months from multiple capital raising rounds
(including in relation to the optimal project structure to maximise value), ReNu Energy's financial position
and project funding requirements, and Board and Executive changes announced on 2 September 2024.
• The transaction will reposition ReNu Energy as a listed vehicle seeking to identify opportunities to create
value for shareholders. ReNu Energy is continuing to consult with ASX in relation to a transaction, which
will require re-compliance with Chapters 1 and 2 of the Listing Rules.
ReNu Energy Limited announces that it has agreed, subject to shareholder
approval, to sell its Countrywide Hydrogen Business, including its Tasmanian green hydrogen project, to
Countrywide Hydrogen Holdings Pty Ltd (Buyer), an entity controlled by ReNu Energy's management team
comprising Mr Boyd White, Mr Geoffrey Drucker and Mrs Ingeborg Drucker (Proposed Divestment).
Background
On 14 October 2024, ReNu Energy announced that it had received a non-binding indicative offer from the
company's management team in respect of its wholly owned subsidiary, Countrywide Hydrogen Pty Ltd
(Countrywide Hydrogen), and its hydrogen business assets and that ReNu Energy was engaging
constructively with the proponents.
ReNu Energy established an Independent Board Committee comprising Susan Oliver AM and Greg Watson
to oversee all aspects of the proposal and make recommendations to Shareholders. Boyd White was excluded
from decision making in respect of the proposal due to his association with the Buyer.
The Independent Board Committee unanimously recommends the Proposed Divestment to shareholders, in
the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to
conclude) that the Proposed Divestment is fair and reasonable (or not fair but reasonable) to ReNu Energy
shareholders (excluding the Buyer and its associates).
Overview of the Proposed Divestment
ReNu Energy and Countrywide Hydrogen have entered into an Asset Sale and Purchase Agreement (Sale
Agreement) for the sale of all of its Countrywide Hydrogen Business and assets, including its Tasmanian
green hydrogen project, to the Buyer for total consideration of up to $1.1 million, comprising cash (upfront and
deferred), assumption of employee entitlements and equipment leases, and a cash royalty based on project
revenue.
The Countrywide Hydrogen Business to be acquired by the Buyer comprises:
• (hydrogen business) the business carried on by ReNu Energy and Countrywide Hydrogen, which relates
to identifying, developing and investing in green hydrogen opportunities;
• (hydrogen projects) any project involving the production, storage, distribution, supply or sale of hydrogen
investigated, undertaken or pursued by ReNu Energy or Countrywide Hydrogen; and
• (business assets) all assets owned by ReNu Energy and Countrywide Hydrogen which are used solely
for the purposes of conducting the business, including business records and data, intellectual property
rights, business contracts and computers.
Completion of the Proposed Divestment is subject to a number of key conditions including: ReNu Energy
shareholder approvals under ASX Listing Rules 10.1 and 11.2; the Independent Expert concluding (and
continuing to conclude) that the Proposed Divestment is fair and reasonable (or not fair but reasonable) to
ReNu Energy shareholders (excluding the Buyer and its associates); release of any security interests over the
Countrywide Hydrogen Business assets; and no material adverse change occurring in respect of the
Countrywide Hydrogen Business prior to completion.
Annexure A sets out further information on the key terms of the Sale Agreement. Additional details regarding
the Proposed Divestment, including ReNu Energy's expected financial position before and after completion of
the transaction, will be provided to shareholders in the Notice of Meeting to be sent to shareholders.
Rationale for the Proposed Divestment
The Proposed Divestment follows market feedback over the last 12-18 months from multiple capital raising
rounds (including in relation to the optimal project structure to maximise value), ReNu Energy's financial
position and project funding requirements, and Board and Executive changes announced on 2 September
2024.
The Countrywide Hydrogen Business, including its flagship Tasmanian green hydrogen project, requires
significant additional capital to progress in the short term and to achieve final investment decision and
commercial production. ReNu Energy does not have the funds to support further development, and the
Independent Board Committee has formed the view that there is insufficient appetite from the Company’s
investor base to provide the required capital to meet these funding requirements.
The Independent Board Committee is not aware of any other proposal from alternative buyers of the
Countrywide Hydrogen Business that is capable of acceptance in the short term.
The Proposed Divestment will achieve immediate operating cost savings of over c$40,000 per month and
strengthen ReNu Energy's balance sheet, with the Buyer agreeing to assume c$0.4 million of liabilities
(comprising employee entitlements and equipment leases) and potential redundancy costs. This will enable
ReNu Energy to reposition itself as a clean listed vehicle without any material debts or liabilities.
Consequences for ReNu Energy following the Proposed Divestment
Following completion of the Proposed Divestment, ReNu Energy will be a listed vehicle without any material
debts or liabilities, which will seek to identify opportunities to create further shareholder value, including by way
of acquisitions, equity investments or strategic combination.
ReNu Energy is continuing to consult with ASX in relation to a transaction, which will require re-compliance
with Chapters 1 and 2 of the Listing Rules, due to the significant change in the nature and activities of the
company.
Next steps
ReNu Energy is preparing a notice of meeting to be distributed to shareholders which will include further
information about the Proposed Divestment.
An extraordinary general meeting is anticipated to be held in March 2025, at which shareholders will vote on
the Proposed Divestment. Subject to shareholder approval, completion of the transaction is also targeted for
March 2025.
This announcement was authorised for release to ASX by the Independent Board Committee.
