TIDMCWP
RNS Number : 8949D
Clipper Windpower Plc
10 December 2009
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This announcement is a financial promotion for the purposes of the Financial
Services and Markets Act 2000. it is Not for release, publication or
distribution, in whole or in part, IN OR into any jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
10 December 2009
united technologies corporation
Partial CASH Offer
for up to 21,804,559 Shares of
Clipper WindPower plc
at a price of GBP1.80 per Share
Further to the announcement released by Clipper Windpower Plc ("Clipper" or the
"Company") earlier today describing the proposed subscription by United
Technologies Corporation ("UTC") for 84,337,124 Subscription Shares in Clipper
(the "Subscription Press Announcement"), UTC is pleased to announce a partial
cash offer to acquire 21,804,559 (the "Target Number") Shares in Clipper,
representing approximately 10.2 per cent. of the Enlarged Issued Share Capital.
Together with the Subscription Shares to be issued to UTC under the Subscription
Agreement (amounting to approximately 39.3 per cent. of the Enlarged Issued
Share Capital), the Partial Offer, if successful, will result in UTC holding
approximately 49.5 per cent of Clipper.
The Partial Offer
Under the terms of the Partial Offer, Clipper Shareholders will receive:
For each Share GBP1.80 in cash
Shareholders may accept the Partial Offer in respect of any number of their
Shares, or may choose not to accept the Partial Offer. If the total number of
valid tenders received is in respect of more than the Target Number of Shares,
the total number of Shares which are acquired from each validly tendering
Shareholder pursuant to the Partial Offer will be scaled back from each
Shareholder pro rata with reference to the total number of Shares tendered, to
ensure that the total number of Shares purchased by UTC pursuant to the Partial
Offer does not exceed the Target Number.
The Partial Offer is open until 5.00 a.m. on the Closing Date and shall
thereafter close. If valid tenders in respect of the Partial Offer have not been
received in respect of at least the Target Number of Shares by 5.00 a.m. on the
Closing Date, UTC reserves the right (but is not obliged) to exercise the Call
Option (as described below).
The Partial Offer will be subject to the conditions and further terms set out in
Appendix I of this announcement and in the Partial Offer Document and the Form
of Tender.
The Subscription
The Partial Offer is conditional on, inter alia, the Subscription Agreement not
being terminated before the Closing Date. The Subscription Agreement provides
for the issue to UTC of the Subscription Shares, at a price of GBP1.50 per
share. The Subscription is itself conditional on several factors including, but
not limited to, there being no breach of the MAC Warranties, approval of the
Subscription by Shareholders and antitrust approval in the United States.
The Subscription Agreement provides, amongst other matters, the right for UTC to
appoint directors to the Board.
Further details of the Subscription are contained in the Subscription Press
Announcement.
Call Option
In the event that UTC acquires fewer Shares under the Partial Offer than the
Target Number, certain existing Shareholders ("Call Option Shareholders") have
granted UTC the option to buy such a number of their Shares as is sufficient to
make up the difference between the Target Number and the number of Shares
acquired under the Partial Offer. The Call Option must be exercised within seven
Business Days of the Closing Date and the Shares will be acquired from each Call
Option Shareholder on a pro rata basis reflecting their respective holdings of
Shares at the price of GBP1.80 per Share.
Background to and reasons for the Partial Offer
Recent global economic, market and credit conditions have resulted in
significant difficulties for the US wind industry and Clipper, and have
dramatically reduced the availability of financing for wind projects over the
past year. Some of Clipper's customers have responded by deferring the
construction of wind projects and reducing capital budgets, thus delaying
current turbine orders and associated milestone payments. As a result, the Board
had to consider the most appropriate way to take the Company forward, which led
to the announcement of discussions with a number of parties on 30 September
2009, including UTC. Those discussions continued and culminated in the
Subscription and Partial Offer.
Completion of the Subscription only will lead to UTC holding approximately 39.3
per cent. of the Enlarged Issued Share Capital of Clipper. However, UTC wishes
to ensure that it has a larger holding in the Company, and as such is inviting
existing Shareholders to tender their Shares to allow UTC to reach its target.
On completion of the Partial Offer (with or without exercise of the Call Option)
and the Subscription, UTC will own approximately 49.5 per cent. of the Enlarged
Issued Share Capital.
The Partial Offer provides Shareholders with the opportunity to sell Shares at a
premium to the recent market price.
UTC believes that the Subscription and Partial Offer will provide many benefits
to the Company and its Shareholders, including:
* significantly strengthening Clipper's balance sheet and enabling it to pursue
its strategic initiatives;
* facilitating the financing of Clipper projects through traditional project
financing sources;
* providing access to UTC's support and expertise in areas of manufacturing,
product quality and other industrial processes;
* strongly positioning Clipper to pursue the opportunities expected to become
available through any growth in the U.S. and offshore wind markets over the
coming years; and
* allowing existing Shareholders to continue to participate in the Company,
sharing in the potential upside from a market recovery and any resulting growth
of the Company's operations.
Information relating to UTC
UTC is a global provider of high technology products and services to the
building systems and aerospace industries. Its principal operating units include
Otis, Carrier, UTC Fire & Security, Pratt & Whitney, Hamilton Sundstrand and
Sikorsky. Otis, Carrier and UTC Fire & Security serve customers in the
commercial and residential property industries worldwide. Carrier also serves
commercial, industrial, transport refrigeration and food service equipment
customers. Pratt & Whitney, Hamilton Sundstrand and Sikorsky primarily serve
commercial and government customers in both the original equipment and
aftermarket parts and services markets of the aerospace industry. Hamilton
Sundstrand and Pratt & Whitney also serve customers in certain industrial
markets, including power generation.
UTC employs approximately 210,000 people and operates in more than 180
countries. UTC is quoted on the New York Stock Exchange with a market
capitalization of approximately $64 billion. For the year ended 31 December
2008, UTC revenues were $59.8 billion.
Additional information regarding UTC which has been publicly filed with or
furnished to the SEC and which is not required to be included as part of this
announcement, may be obtained by Clipper Shareholders via the SEC's EDGAR filing
system, accessible from the SEC's website at www.sec.gov.
General
This announcement does not constitute an offer or an invitation to purchase any
securities.
The conditions of the Partial Offer are set out in Appendix I of this
announcement, the Partial Offer Document and the Form of Tender. Appendix II of
this announcement contains the definitions of certain terms used in this
announcement.
The Partial Offer Document will be posted to Shareholders on 10 December 2009.
As Clipper's central place of management and control is outside the UK and
Channel Islands, Shareholders should note that Clipper is not subject to the
provisions of the City Code on Takeovers and Mergers (the "City Code").
Shareholders should note that they will not therefore be afforded any
protections under the City Code and, in particular, that when the standstill
period applicable to UTC under the terms of the Subscription Agreement expires,
UTC will be able to increase its shareholding without restriction.
The availability of the Partial Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
The Partial Offer described herein is being made for the Shares of Clipper, a
company incorporated under the laws of England and Wales and is being made in
the United States in compliance with Section 14(e) of the Exchange Act and
Regulation 14E thereunder. The Partial Offer will be made in the United States
by UTC and no one else. The Partial Offer is subject to disclosure and procedure
requirements of the United Kingdom which are different from those of the United
States.
Enquiries
+-----------------------------------------------------------+
| Royal Bank of Scotland plc |
| (financial adviser to UTC) |
| Mark CrossleyTel: +44 20 7678 8000 |
| Axel ReijmersTel: +1 203 897 2700 |
| |
+-----------------------------------------------------------+
| United Technologies Corporation |
| John Moran (UTC Communications)Tel: +1 (860) 728 7062 |
+-----------------------------------------------------------+
This announcement contains statements about UTC and Clipper that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Forward looking statements include statements relating to the
following: future capital expenditures, economic performance, financial
condition, future prospects, business and management strategies and the
expansion and growth of UTC' or Clipper's operations or potential synergies
resulting from the Partial Offer.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof.
RBS Corporate Finance Limited and RBS Securities Inc. (together "RBS") are
acting exclusively as financial advisers to UTC and no one else in connection
with the Partial Offer and the Subscription and will not regard any other person
(whether or not a recipient of this announcement) as their client in relation to
the Partial Offer or the Subscription and will not be responsible to anyone
other than UTC for providing the protections afforded to their clients or for
providing advice in relation to the Partial Offer or the Subscription or any
other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on
RBS by the Financial Services and Markets Act 2000, RBS do not accept any
responsibility whatsoever and make no representation or warranty, express or
implied, for or in respect of the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by RBS, or on RBS' behalf, in connection with UTC, Clipper,
the Partial Offer or the Subscription, and nothing in this announcement is or
shall be relied upon as a promise or representation in this respect, whether as
to the past or future. RBS accordingly disclaim to the fullest extent permitted
by law all and any responsibility and liability, whether arising in tort,
contract or otherwise, which they might otherwise have in respect of this
announcement and any such statement.
Appendix I
Conditions to the Partial Offer
The Partial Offer is subject to the following conditions:
(a) valid tenders, if any, being received by not later than 5.00 a.m. on the
Closing Date;
(b) there having been no termination of the Subscription Agreement prior to the
Closing Date;
(c) the applicable waiting period in respect of the Subscription for the
Subscription Shares and
acquisition of the Partial Offer Shares
under the HSR Act having expired or terminated;
(d) the receipt by UTC, in a form reasonably acceptable to UTC, of a deed
terminating the option
agreement between Clipper and BP
International Limited dated 14 July 2006;
(e) the receipt by UTC, in a form reasonably acceptable to UTC, of a deed
terminating the option
agreement, and varying and, in part,
waiving the terms of the subscription agreement, in each
case
between Clipper and OEP Wind Holdings LP dated 8 April 2008;
(f) the compliance by the Company of all its material obligations under the
Subscription
Agreement which fall to be satisfied or performed
prior to Admission;
(g) the MAC Warranties being true and accurate on the date of the Subscription
Agreement and at
all times during the five-day period prior to
Admission (as if repeated by reference to the facts
and
circumstances from time to time subsisting);
(h) the Resolution having been passed without amendment by Shareholders at the
General
Meeting;
(i) no trading in securities of the Company having been suspended or limited by
the AIM of the
London Stock Exchange, or no trading generally on
the AIM of the London Stock Exchange
having been suspended or
limited, or no minimum or maximum prices for trading have been
fixed, or no maximum ranges for prices having been required, by such exchanges
or by such
system or by order of any governmental authority, in
each case for a period of at least three
Business Days; and
(j)no banking moratorium having been declared by US or UK authorities for at
least one
Business Day.
UTC reserves the right to waive the conditions, in whole or in part, and to
extend the time for the satisfaction or fulfilment of the conditions, except
that in no circumstances shall the Partial Offer extend to more than the Target
Number or the Partial Offer Period be extended.
Appendix II
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
Admission means the admission to trading of the Subscription Shares on AIM in
accordance with the AIM Rules for Companies;
AIM means the Alternative Investment Market of the London Stock Exchange;
Board means the board of Directors of the Company;
Business Days means a day, not being a public holiday, Saturday or Sunday, on
which clearing banks in London are open for normal business;
Call Option means the option agreement entered into between UTC and the Call
Option Shareholders dated 10 December 2009;
Call Option Shareholders has the meaning given to it above in this announcement;
Closing Date means 12 January 2010;
Company means Clipper Windpower Plc;
Directors means the directors of the Company;
Enlarged Issued Share Capital means the issued share capital of the Company
following Admission;
Exchange Act means the US Securities Exchange Act of 1934 (as amended);
Form of Tender means the Form of Tender for use by Shareholders in connection
with the Partial Offer;
General Meeting means the extraordinary general meeting of the Shareholders
called in relation to the Resolutions;
HSR Act means the United States Hart-Scott Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder;
London Stock Exchange means the London Stock Exchange Plc;
MAC Warranties has the meaning given to it in Appendix II of the Partial Offer
Document;
Partial Offer means the offer for Shares being made by UTC subject to the terms
and conditions set out in the Partial Offer Document and in the accompanying
Form of Tender;
Partial Offer Document means the offer document to be sent to all Shareholders
on 10 December 2009 in relation to the Partial Offer;
Partial Offer Period means the period from 7.00 a.m. on 10 December 2009 until
5.00 a.m. on the Closing Date;
Partial Offer Shares means 21,804,559 Shares;
Resolution means the resolution set out in the Circular and Notice of the
General Meeting;
Shares means the issued ordinary shares of GBP0.10 each in the capital of the
Company;
Shareholders means holders of Shares;
Subscription means the allotment and issue of the Subscription Shares to UTC;
Subscription Agreement means the agreement between the Company and UTC dated 10
December 2009 pursuant to which UTC has agreed to subscribe for the Subscription
Shares;
Subscription Press Announcement has the meaning given to it above in this
announcement;
Subscription Shares means the 84,337,124 new shares to be issued under the
Subscription;
Target Number means 21,804,559;
UK or United Kingdom means the United Kingdom of Great Britain and Northern
Ireland;
US or United States means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia; and
UTC means United Technologies Corporation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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