CBD Energy Raises US$6.25M Through Convertible Note Issue

SYDNEY, Australia, June 11, 2012 /PRNewswire-Asia/ -- CBD Energy Limited (ASX: CBD), a diversified renewable energy company, has raised US$6.25 million under a convertible note facility.  Partners for Growth ("PFG"), a San Francisco-based financing group with a focus on technology and life science companies, is the lead investor in the facility and is expected to participate in subsequent closings under the facility.  The initial funding enables CBD to accelerate its domestic and international growth strategies.

CBD expects to use the proceeds from the initial and subsequent funding under the facility to:

• fund expansion of its restructured residential solar businesses which has new opportunities for growth;
• progress opportunities within the commercial solar market in Australia, Europe and the U.S.;
• move forward with its wind farm development program in Australia, including completion of the initial development and ownership transfer of the Taralga Wind Project;
• accelerate sales growth in both the U.S. and Australia for integrated solar panels produced by Westinghouse Solar Inc., which is being acquired by CBD pursuant to a merger agreement announced in May 2012; and
• maximize opportunities to deliver on a large pipeline of European solar projects, including the accelerated completion of 5 MW of projects currently under construction.

According to CBD Managing Director, Mr Gerry McGowan: "The funding is timely for enabling CBD to create value from its substantial international project pipeline and also reflects confidence  of a major US institution in the business model CBD has developed. Achieving funding in this market at a premium to our current share price is a positive reflection on the team we have built and the opportunities we have created," Mr McGowan concluded.

The convertible notes are secured and have a term of 36 months with a conversion price of A$0.053. Interest is payable at the rate of 9.75% per annum. Under the facility, warrants equal to 25% of the conversion shares are issuable with each convertible note and are excisable for five years at a price of $A0.053.

The conversion of the convertible notes and exercise of the attached warrants is conditional on shareholder approval to the extent CBD has insufficient capacity to issue new shares in accordance with ASX Listing Rules. CBD plans to announce a special meeting of shareholders shortly and in the notice of meeting will provide additional details on the terms of the agreements.

Chardan Capital Markets, LLC is exclusive placement agent for the convertible note facility and also served as exclusive financial advisor to CBD in connection with negotiation of the merger agreement with Westinghouse Solar, Inc. and placement of a $25 million special purpose construction credit facility for CBD's solar development projects in Europe. 

About CBD Energy (ASX:CBD)

CBD is Australia's emerging leader in renewable energy, enabling the efficient use of renewable energy for utilities, businesses and households through operations in wind, solar, energy storage and engineering. For its fiscal year ended 30 June 2011, CBD recorded revenue of A$164.5 million and profit after tax of A$4.8 million. CBD is one of the largest non-utility suppliers and installers of solar energy generation equipment for both large- and domestic-scale operation in Australia. Utilizing its globally competitive supply chain, CBD is also currently developing and installing solar projects in Australia, Europe, U.S. and Southeast Asia, both directly and through joint ventures.  More information about CBD can be obtained at: http://www.cbdenergy.com.au/

About Partners for Growth

Established in 2004, PFG provides custom debt solutions to private and public emerging growth technology and life science companies. PFG's custom approach results in a variety of structures and terms including working capital lines of credit, term loans and convertible debt. PFG looks to share in the success of its clients by taking equity participation rights in the form of stock warrants or convertibility of its debt.. Investments in the energy and cleantech area have included Windlab Systems, an Australian based wind mapping and wind farm development company; Comverge, a public company providing demand response and energy efficiency software and hardware and; Energy Connect, an energy demand response software company recently purchased by Johnson Controls.  More information about PFG can be obtained at:  http://www.pfgrowth.com/index.html

About Chardan Capital Markets, LLC

Chardan is a global, full-service investment bank with offices in New York, Los Angeles, Sydney and Beijing.  Chardan maintains a loyal, focused client base of U.S. institutional investors and family offices that are actively seeking investment opportunities in both public and private Australian entities.  The firm also serves as a bridge between its Asian and Australian corporate clients and U.S. capital markets. Chardan's investment banking group specializes in IPOs/secondaries, private placements, restructurings, M&A advisory services and mezzanine debt financing.  Chardan's research team has an international focus, specializing in actively covering non-U.S. listed companies.  The NY and LA-based institutional trading desks provide 24-hour coverage for international equities and options. 

Forward-Looking Statements

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission.  All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Contacts:

United States
Company:
James Greer, SVP USA
CBD Energy – US Office
(917) 714-4791
[email protected]

Investor Relations:
John Mattio, SVP
MZ Group
(212) 301-70130
[email protected]

Australia
Media and Investor Relations Contact:
Ian Westbrook
Westbrook Financial Communications
(61) 407 958 137
[email protected]

SOURCE CBD Energy Limited