CWP Clipper Reg S

 

TIDMCWP 
 
RNS Number : 3789F 
Clipper Windpower Plc 
12 January 2010 
 

12 January 2010 
 
 
Clipper Windpower Plc 
 
 
 
 
COMPLETION OF NEW EQUITY INVESTMENT OF GBP126.5 MILLION (US$206 MILLION) IN 
CLIPPER WINDPOWER PLC BY UNITED TECHNOLOGIES CORPORATION 
 
 
 
 
Clipper Windpower Plc ("Clipper" or the "Company") is pleased to announce that 
84.3 million ordinary shares have been issued today to United Technologies 
Corporation ("UTC"), raising gross proceeds of GBP126.5 million (US$206 
million assuming an exchange rate of GBP1.00: US$1.63) for the Company. The 
newly issued shares have been admitted to trading today ("Admission"). 
 
 
Background 
 
 
On 10 December 2009, Clipper announced the signing of an agreement for an equity 
investment into Clipper by UTC, a global provider of high technology products 
and services to the building systems and aerospace industries (the "Subscription 
Agreement"). 
 
 
Under the terms of the Subscription Agreement, UTC conditionally agreed to 
subscribe for 84,337,124 new ordinary shares in Clipper at a subscription price 
of GBP1.50 per share (the "Subscription"), representing a stake of approximately 
39.3 per cent of the issued share capital of the Company (as enlarged by the 
Subscription). 
 
 
The US$206 million of proceeds significantly strengthen Clipper's balance sheet, 
enabling the Company to enhance its operations and pursue its strategic 
initiatives. 
 
 
Partial Cash Offer 
 
 
It was also announced on 10 December 2009 that UTC had made an offer to 
shareholders of Clipper ("Shareholders") to acquire up to 21,804,559 ordinary 
shares (the "Target Number") in the Company for an offer price per share of 
GBP1.80 (the "Partial Cash Offer"). In support of the Partial Cash Offer, 
certain existing Shareholders granted UTC the option to buy such number of their 
shares to enable UTC to reach the Target Number in the event that fewer than the 
Target Number were tendered into the Partial Cash Offer, (the "Call Options"). 
 
 
As a result, upon completion of the Partial Cash Offer (and the exercise of the 
Call Options if required), UTC will own approximately 49.5 per cent of the 
issued share capital of Clipper (as enlarged by the Subscription). 
 
 
Board Changes 
 
 
Pursuant to the terms of the Subscription Agreement, and with effect from 
Admission, Kenneth Brown, Joseph G. Michels and Finn M. Hansen resigned from the 
Clipper board of directors (the "Board"). 
 
 
In addition, and also with effect from Admission, Ronald E. Bruehlman, Peter 
Christman, An-Ping Hsieh, Robert Leduc and Dr. J. Michael McQuade (all of whom 
have been nominated by UTC in accordance with the terms of the Subscription 
Agreement) have been appointed to the Board as non-executive directors. Brief 
details of the new directors of the Board are as follows: 
 
 
Ronald E. Bruehlman, aged 49, is currently UTC's vice president for corporate 
strategy and development. Bruehlman has been with UTC since 1988, during which 
time he has held various positions including Chief Financial Officer for the 
Carrier Corporation and Vice President of Financial Planning & Analysis for UTC. 
He has been a director of the Connecticut Forum since 2005 and a director of the 
New England Air Museum since 2009. 
 
 
Peter Christman, aged 52, has been President of Pratt & Whitney Power Systems, a 
UTC group company, since 2003. Prior to that, he held a number of positions with 
Energy Services, Inc. and Energy Maintenance Corp., including serving as 
President of ESI/EMC following its acquisition by Pratt & Whitney in 2001. 
 
 
An-Ping Hsieh, aged 49, has been with UTC since 1996. In 2008, Hsieh became 
Associate General Counsel responsible for UTC's worldwide Merger & Acquisition 
and anti-trust activity. Previously, he served as General Counsel of UTC Fire & 
Security Corporation. Hsieh is also involved with the Connecticut Asia Pacific 
American Bar Association, Greater Hartford Legal Aid and Lawyers Collaborative 
for Diversity. 
 
 
Robert Leduc, aged 53, is President of Flight Systems and U.S. Government 
Programs for Hamilton Sundstrand, a UTC group company, a position he has held 
since 2004. He has held numerous positions throughout UTC since joining the 
company in 1978, including positions at UTC's Pratt & Whitney division as its 
Executive Vice President and Chief Operating Officer and President of Commercial 
Engines, Pratt & Whitney's largest business segment. 
 
 
Dr. J. Michael McQuade, aged 54, is Senior Vice President for Science & 
Technology of United Technologies, a position he has held since joining UTC in 
2006. Previously, Dr. McQuade held senior R&D and general management positions 
with technology development oversight at 3M and Eastman Kodak, including serving 
as Vice President of 3M's Medical Division from 2001 to 2006 and President of 
Eastman Kodak's Health Imaging Business.  His current responsibilities include 
overseeing UTC Power and UTC's Research Centre and providing strategic oversight 
and guidance for research and development activities throughout the corporation. 
 
 
Each of Ronald E. Bruehlman, Peter Christman, An-Ping Hsieh, Robert Leduc and 
Dr. J. Michael McQuade hold positions as directors in other UTC group entities. 
These directorships are set out in the Appendix to this announcement. 
 
 
With these changes, the Clipper Board now consists of 11 directors, five of whom 
have been nominated by UTC.  James G.P. Dehlsen will continue as Chairman of the 
Board. 
 
 
Commenting on the completion of the Subscription and changes to the Board, James 
G.P. Dehlsen said: 
 
 
"This transaction is transformational for Clipper as it represents a strategic 
investment by one of the world's leading industrial technology companies. We 
welcome the investment from UTC and their confidence in Clipper's technology and 
business opportunities. Following this transaction, we believe there is a 
tremendous opportunity for Clipper to grow its market share and take its 
world-class technology to new markets, and we look forward to working together 
with UTC to achieve these goals. 
 
 
The full Clipper Board extends its appreciation to Ken Brown, Joe Michels and 
Finn Hansen for their significant contributions to the Company over their years 
of Board service. Their insights and perspectives have been valuable to 
Clipper's progress and will be missed. 
 
 
The Board also welcomes Ron Bruehlman, Peter Christman, Ping Hsieh, Bob Leduc 
and Michael McQuade to the Board.  I have every confidence that with their 
assistance and that of my other colleagues, Clipper will continue to make 
substantial advances in wind power innovation and commercialization as we become 
a major player in the industry." 
 
 
About 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 $67 billion. For the 
year ended 31 December 2008, UTC revenues were $59.8 billion. 
 
 
About Clipper 
 
 
Clipper Windpower Plc, www.clipperwind.com, is a company engaged in wind energy 
technology, turbine manufacturing, and wind project development. The Company 
designs advanced wind turbines, manufactures its 2.5 MW Liberty wind turbine, 
and actively develops wind power generating projects in the Americas. Clipper's 
primary offices are in the United Kingdom and in California, USA. The Company's 
330,000 square foot manufacturing and assembly facility, located in Cedar 
Rapids, Iowa, is ISO9001:2000 QMS Certified. Clipper is a public company listed 
on AIM of the London Stock Exchange. Clipper's ticker symbol is CWP. 
 
 
 
 
Appendix 
Details of UTC group directorships held by the UTC-nominated directors 
 
 
Ronald Bruehlman is a director of the following UTC group entities: Caricor 
Ltd.; Carlyle Air Conditioning Company, Inc.; Carrier International Corporation; 
Carrier Overseas Service, Limited; Carrier Service Company; Carrier Technologies 
ULC; Continental VAV, Inc.; International Comfort Products, LLC; United Electric 
Company; United Technologies Electronic Controls, Inc.; UT Insurance (Vermont) 
Inc.; and UTC Canada Corporation. 
 
 
An-Ping Hsieh is a director of the following UTC group entities: Alliance 
Elevator Company; Beijing Leader Huaxin Electronics Co., Ltd.; Chubb Management 
Services Limited; Chubb Security Holdings Australia Limited; CTU of Delaware, 
Inc.; Dynamic Controls HS, Inc.; Hamilton Standard Controls, Inc; Leader 
Investment (HK) Development Limited; Lenel Systems International, Inc.; Lexar 
Corporation; NS Radar, Inc.; NS Service, Inc.; NSI, Inc.; United Technologies 
Building Systems Company; United Technologies Communications Company; United 
Technologies Communications Services, Inc.; United Technologies Cortran, Inc. 
United Technologies Domestic Operations, Inc.; United Technologies Holding 
Corporation; United Technologies IOS, Inc.; United Technologies Realty, Inc.; 
UTC Corporation; UTC Fire & Security Corporation; and Westminster Securities 
Limited. 
 
 
Peter Christman is a director of the following UTC group entities: CalPeak Power 
LLC; Energy Services, Inc.; Pratt & Whitney Marine Systems, Inc.; Pratt & 
Whitney Power Services, Inc.; Pratt & Whitney Power Systems Overseas, Ltd.; 
Pratt & Whitney Power Systems, Inc.; Turboden, S.r.l.; United Technologies 
Energy Holdings International; United Technologies Energy Holdings, LLC; and 
Wood Group Pratt & Whitney Industrial Turbine Services, LLC. 
 
 
Robert Leduc is a director of the following UTC group entities: Claverham 98 
Limited; Claverham Group Limited; Claverham Holdings Limited; Claverham Limited; 
Eagle Services Asia Private Limited; Engine Alliance, LLC; FH Limited; Hamilton 
Sundstrand Management Services, Inc.; Hamilton Sundstrand UK Holdings Limited; 
IAD Rail Systems Limited; Kidde Technologies Inc.; Microtecnica Srl; P&W 
Alliance Holdings, Inc.; Ratier-Figeac, SAS; and Support Chain Management 
Limited. 
 
 
J Michael McQuade is a director of the following UTC group entities: 
Architectural Energy Corporation; Dome-Tech, Incorporated; Renlschler Field 
Energy Management Company; United Technologies Worldwide Holdings, Inc.; UTC 
Power (UK) LTD; UTC Power Corporation; and UTC Power Finance Corporation. 
 
 
 
 
For further information, please contact: 
 
 
Investors: 
Jenny Matthews 
Investor Relations Director 
+44 (0)20 7820 1078 
jmatthews@clipperwind.com 
 
 
JPMorgan Cazenove (Nominated Adviser and Corporate Broker to Clipper) 
Patrick Magee 
+44 (0)207 588 2828 
 
 
Business and Trade Press: 
Mary Gates 
Global Communications Director 
+1 (661) 301-0400 
mgates@clipperwind.com 
 
 
Financial Press: 
Patrick d'Ancona / Charlotte Kirkham 
M: Communications 
+44 (0)20 7920 2347 / 2331 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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