OPG Power Ventures plc Notice of AGM and Relationship Agreement (0221Y)
November 26 2014 - 2:01AM
UK Regulatory
TIDMOPG
RNS Number : 0221Y
OPG Power Ventures plc
26 November 2014
26 November 2014
OPG Power Ventures PLC
2014 Annual General Meeting Notice and New Relationship
Agreement
Posting of 2014 AGM Notice
OPG Power Ventures plc ("OPG" or the "Company") announces that
it has posted its notice of Annual General Meeting ("AGM") to
shareholders, in respect of the AGM which is due to take place at
12.30pm on 19 December 2014 at IOMA House, Hope Street, Douglas,
Isle of Man, IM1 1AP.
New relationship agreement
The Company also announces that it has entered into a new
relationship agreement with Mr. Arvind Gupta, Managing Director and
Chief Executive of the Company (the "2014 Agreement").
Rationale for a new agreement
Mr. Gupta has held a beneficial interest in over 50 per cent. of
the Company's issued ordinary share capital ("Ordinary Shares")
since its admission to AIM in May 2008. At that time a relationship
agreement was entered into between the Company and Mr. Gupta ("the
2008 Agreement"). In addition, since the IPO the Company has and
continues to benefit from Mr Gupta's personal guarantees ("Personal
Guarantees" or "PGs") which currently amount to GBP225.2
million.
Whilst Mr. Gupta has confirmed to the Board that he has no
current intention to sell any Ordinary Shares, the 2014 Agreement
is intended to regulate the Company's relationship with Mr. Gupta
in the event that his beneficial interest (together with that of
his connected persons) in Ordinary Shares were ever to fall below
50 per cent. of the Company's issued ordinary share capital. Until
that time, the 2008 Agreement will remain in force.
The OPG independent directors believe that there are a number of
positive implications stemming from entering into the 2014
Agreement. The PGs have assisted the Company in accessing both
project finance and working capital financing whilst pursuing the
Group's successful group captive operating model. By entering into
the 2014 Agreement, Mr. Gupta has reaffirmed his readiness to
continue providing these PGs if and when he no longer has a
beneficial interest in a majority of the Ordinary Shares. The
Company can therefore consider a broader range of financing options
and pursue its future growth strategy beyond its current 750MW in
operation or under development.
Details of the new agreement
As in the 2008 Agreement, the 2014 Agreement contains terms that
are customary in agreements with substantial shareholders to
regulate the relationship between the Company and Mr. Gupta with a
view to ensuring that the Company is capable of carrying on its
business independently of Mr. Gupta and on an arm's length basis.
On the subject of Board appointment rights, the 2014 Agreement
contains the following key provisions:
-- that the Board of Directors shall be made up of not more than six directors;
-- if and for so long as the Personal Guarantees remain in force
and effect then Mr. Gupta will be entitled to nominate three
persons for appointment to the Board as directors (which may
include Mr. Gupta), with one such nominee director being entitled
to hold the position of Chairman, and one such nominee director
being entitled to hold the position of managing director and chief
executive officer of the Company. The Chairman will have a second
and casting vote; and
-- in the event that the obligations and liabilities of Mr.
Gupta under all of the Personal Guarantees has ceased, the Chairman
will no longer have a second and casting vote and Mr. Gupta
(together with his connected persons) is entitled to exercise or
control the exercise of:
o 30 per cent. or more of the votes able to be cast on all or
substantially all matters at general meetings of the Company, then
(i) Mr. Gupta will be entitled to nominate for appointment to the
Board three nominee directors with one such nominee director being
entitled to hold the position of managing director and chief
executive officer and (ii) one such nominee director being entitled
to hold the position as chairman of the Company; or
o 20 per cent. or more but less than 30 per cent. of the votes
able to be cast on all or substantially all matters at general
meetings of the Company, then (i) Mr. Gupta will be entitled to
nominate for appointment to the Board two nominee directors, with
one such nominee director being entitled to hold the position of
managing director and chief executive officer and (ii) one such
nominee director being entitled to hold the position as chairman of
the Company; or
o 10 per cent. or more but less than 20 per cent. of the votes
able to be cast on all or substantially all matters at general
meetings of the Company, then (i) Mr. Gupta will be entitled to
nominate for appointment to the Board one nominee director and (ii)
such nominee director being entitled to hold the position as
chairman of the Company,
The 2014 Agreement shall terminate upon whichever is the later
of:
(a) Mr. Gupta (together with his connected persons) ceasing to
be entitled to exercise or control the exercise of 10 per cent. or
more of the votes able to be cast on all or substantially all
matters at general meetings of the Company; and
(b) Mr. Gupta ceasing to have any obligations or liabilities to
make any payments under or in respect of all or any of the Personal
Guarantees.
Adoption
Entry into the 2014 Agreement constitutes a related party
transaction under the AIM Rules for Companies. Accordingly, the OPG
independent directors, having consulted with the Company's
nominated adviser, consider the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
In order to bring the Company's Memorandum and Articles of
Association into line with the 2014 Agreement, certain resolutions
are to be proposed at the 2014 Annual General Meeting and which are
detailed in the Company's Notice of AGM.
For further information, please visit www.opgpower.com or
contact:
+91 (0) 44 429 11
OPG Power Ventures PLC 211
Munish C Gupta
Martin Gatto
Cenkos Securities (Nominated Adviser +44 (0) 20 7397
& Broker) 8900
Stephen Keys / Mark Connelly
+44 (0) 20 7920
Tavistock Communications 3150
Simon Hudson / James Collins
About OPG
OPG is operating and developing power plants in India under the
group captive model with 270 MW in operation and a further 480 MW
under development. In the year ended 31 March 2014, the Company
generated revenues of GBP99 million, EBITDA of GBP31 million and
earnings per share of 4.1 pence.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
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