Investment Mandate
Aura Renewable Acquisitions plc is a company incorporated and headquartered in the UK. The Directors believe that there is an opportunity to build a UK based group investing in the Global Renewable Energy Sector Supply Chain. The Company will target participants in the wind, solar, biomass, hydropower, carbon capture, waste management, smart grids and green hydrogen supply chain, and their sub-sectors, ranging from raw materials resourcing to power generation, energy storage and recycling. The Company has a global remit and seeks to grow through a combination of strategic acquisitions and organic growth.
Aura has been established with a view to take advantage of the growing demand for renewable energy investment. It will do so through a phased strategy of selecting targets in both mature and growing markets; focusing investment and management expertise to enable acquisitions to scale and develop; and growing market share, customer satisfaction and shareholder value through high performance. Aura will consider potential targets throughout the Global Renewable Energy Sector Supply Chain.
Founder Shareholder
The founder of the Company is Harmony Capital Investments Limited (“Harmony Capital”), a company incorporated on 23 September 2021 and wholly owned and managed by Suresh Withana, which upon Admission holds 1,500,000 Ordinary Shares, 1,500,000 Freely Transferable Warrants and 1,050,000 Founder Shareholder Warrants. Neither Suresh Withana nor Harmony Capital have a management role in the Company.
Suresh Withana is a director of Harmony Capital Investors Limited (“HC Investors”), an investment firm with affiliates in Singapore, Hong Kong and London. Previously, he was most recently Global Head of Special Situations and Co-Head of Asia at Tikehau Capital, the listed investment management company with approximately €10 billion in assets (2014 to 2017). Prior to that, he was Co-Founder and Chief Investment Officer at Harmony Capital Partners, which managed a fund investing in Asian special situations opportunities (2005 to 2014), a Director of the Global Special Situations Group at Mizuho International Plc in London (2002 to 2005), Vice President of Investment Banking at Merrill Lynch International, London (2000 to 2002) and had a number of roles in corporate finance and investment banking (1993 to 2000). HC Investors manages investments on a non-discretionary basis on behalf of Jade Road Investments Limited, an investment company listed on the London AIM market, of which John Croft is Executive Chairman. John Croft is the Non-Executive Chairman of the Company. Harmony Capital is operated independently of HC Investors and has no business relationship with Jade Road Investments Limited, and HC Investors and Jade Road Investments Limited will on Admission have no shareholding interest in the Company.
Although the association of Suresh Withana and John Croft through their respective roles in relation to Jade Road Investments Limited is not considered by the Board to give rise to a conflict of interest on the part of John Croft, as a matter of good practice the Independent Acquisitions Committee, without the participation of John Croft, will be responsible for considering a potential Acquisition introduced by any of Suresh Withana, Harmony Capital or HC Investors. The Company has agreed with the Takeover PaneI that Mr Croft, who has been granted 262,500 Director Warrants conditional on Admission, and Harmony Capital should be considered to be acting in concert in relation to the Company.
Board of Directors
John Croft
Non-Executive Chairman
John Croft, Non-Executive Chairman
John Croft is an experienced chairman and non-executive director of both public and private companies. He previously had a successful international career in the technology and financial services sectors.
John has been the Executive Chairman, and is a member of the Audit Committee of Jade Road Investments Limited, an investment company listed on the London AIM market, and has extensive experience in Asia, having served on the boards of companies based in Malaysia, Hong Kong, China and Australia. As Executive Chairman of Jade Road Investments Limited he leads the non-executive directors and has primary responsibility for ensuring that company meets the standards of corporate governance expected of an AIM investing company of its size.
He became a non-executive director at Brazilian Nickel Plc in 2017, which is developing a Nickel Laterite project in Northeast Brazil and has been a non-executive director at Golden Rock Global Ltd. a Special Purpose Acquisition Company (SPAC) quoted with a Standard Listing from 2016. Golden Rock Global Ltd.’s IPO was in 2016, and in November 2021, Golden Rock Global Ltd. announced its intention to acquire BOLT GLOBAL, a block chain-based media and decentralised finance ecosystem. He has previously held senior director level positions in Racal Electronics (1990 to 1996) and NCR Corporation (1979 to 1989), following an early career in banking with HSBC (1972 to 1977) and Citibank (1977 to 1979). He resides in the United Kingdom.
David Fitzsimmons
Non-Executive Director
David Fitzsimmons, Non-Executive Director
David Fitzsimmons is highly experienced in the energy business, in both executive and non-executive positions. After a 27-year career with BP, from 1978 to 2004, he served as CEO of the UK listed renewables company Novera Energy for 4 years, from 2005 to 2009. He has subsequently advised a number of other renewables companies, including serving on the strategic advisory board of Braemar Energy in New York from 2005 to 2020.
Currently, David is a Member of the Technology Expert Service at Imperial College and has been since 2019, providing support and guidance on the commercialisation of its technologies, and has been a member of Pearlstone Energy’s Advisory Board from 2018.
Additionally, David is Chairman of Locate in Kent (appointed in 2015) , the Inward Investment Agency for Kent, as well as a Governor of Skinners Kent Academy (appointed in 2011). David has also been appointed as a director of the Skinners’ Academy, with effect from 1 January 2022. David was made Chairman of Dig Deep in 2021, having been a director and trustee since 2017, a charity that brings clean water and hygiene training to rural communities in Kenya.
Previously, David served as a director at the Renewables Energy Association (REA) from 2007 to 2009 and the International Petroleum Exchange (IPE) from 1996 to 1997. He resides in the United Kingdom.
Guy Ranawake
Non-Executive Director
Guy Ranawake, Non-Executive Director
Guy Ranawake is an experienced financial professional with considerable experience in the renewable energy space. He is currently an Independent Adviser to a variety of technology-focused SMEs including Exagen (from 2020) (a grid-scale solar and storage developer), with a particular focus on business strategy and capital raising. Most recently, in December 2021, he became a Designated Member of SRC Partners LLP, an LLP set up for the purpose of fund management focused on private market opportunities in the sustainability and energy transition space.
Guy is also Chair of the Dalgarno Trust, having been appointed in November 2020, a charity that aims to improve the lives of those living in North Kensington, London.
From 2016 through to 2020, Guy was the Senior Investment Director and Fund Manager of Ingenious Group, an Alternative Investment Fund Manager (“AIFM”) authorised and regulated by the FCA, where he managed infrastructure and infrastructure technology funds investing in renewable energy assets and technology providers, involved in businesses such as smart grids, electric vehicle charging, and energy efficiency solutions.
He also has prior experience at Evercore (2008 to 2015), Barclays (2007 to 2008) and Citi (1995 to 2003), where he held director positions in their respective Energy and Infrastructure teams. Guy has been an Associate of the Institute of Chartered Accountants of England and Wales (“ICAEW”) since 1993, having qualified with PWC (1990 to 1995). He resides in the United Kingdom.
Robin Stevens
Non-Executive Director
Robin Stevens, Non-Executive Director
Robin Stevens has a wealth of experience in corporate finance, financial advisory and business consulting. Currently, he is a Senior Adviser and Capital Markets Lead at MHA MacIntyre Hudson LLP (from 2021), where he provides capital markets and corporate finance advice to firms in the UK and overseas. He has particular experience working with emerging companies in the Asia Pacific region.
Robin has been an executive director at Robin Stevens Consulting Limited since 2018, which provides financial advisory and business consulting services to emerging companies in the UK and abroad, non-executive chairman at Vector Capital PLC (from 2020), a specialist group facilitating business to business loans secured against land and property in the UK, where he chairs the Audit Committee and serves on the Remuneration Committee, a non-executive director of Hercules Site Services PLC (from 2022), a business providing direct labour, civil engineering, specialist excavation and ancillary services to the UK construction sector, where he chairs the Audit Committee and, since 2021, a non-executive director at Avelas Biociences Inc., a US company pioneering the field of fluorescence imaging for real time cancer detection.
Previously, Robin was a corporate finance and audit partner at Moores Rowland LLP from 1989 to 1999, MRI Moores Rowland LLP from 1999 to 2007, Mazars LLP, from 2007 to 2010, and Crowe UK LLP, from 2010 to 2018, at which firms he was in each case UK Capital Markets Lead. He was a Senior Adviser to Crowe UK LLP from 2018 to 2021. He was also Chairman of the International Corporate Finance Committee of the worldwide accounting groups Moores Rowland International and Praxity International. He has acted as lead partner as Reporting Accountant on numerous capital market transactions in the UK, Europe and the Far East. He has presented on capital markets and corporate governance issues in the roles above at capital market seminars and workshops over the last 20 years. He resides in the United Kingdom.
The Board of Aura comprises:
A Nomination and Remuneration Committee constituted by:
- John Croft
- David Fitzsimmons
The terms of reference of the Nomination and Remuneration Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for quorum for and the right to attend meetings. The duties of the Nomination and Remuneration Committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting levels of remuneration, early termination, performance-related pay, pension arrangements, authorising claims for expenses from the chief executive officer and chairman, reporting and disclosure, share schemes and appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.
An Audit Committee constituted by:
- Robin Stevens
- Guy Ranawake
The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the requirements for any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit and reserving. The terms of reference also set out the authority of the committee to carry out its duties.
The Independent Acquisitions Committee constituted by:
- John Croft
- David Fitzsimmons
- Robin Stevens
- Guy Ranawake