CWP Clipper Reg S

 

TIDMCWP 
 
RNS Number : 7499V 
Clipper Windpower Plc 
08 November 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
 
                RECOMMENDED ACQUISITION OF CLIPPER WINDPOWER PLC 
                       BY UNITED TECHNOLOGIES CORPORATION 
                   Publication and Posting of Scheme Document 
London (UK), Carpinteria, CA (USA) - 8 November 2010.On 18 October 2010, Clipper 
Windpower Plc (the "Company" or "Clipper") announced that the Independent 
Directors of the Company and United Technologies Corporation ("UTC") had reached 
agreement on the terms of a recommended proposal for the acquisition of the 
entire issued and to be issued share capital of Clipper by UTC (and/or a 
wholly-owned subsidiary) not already owned by UTC (the "Acquisition").  The 
Acquisition is to be implemented by way of a scheme of arrangement under Part 26 
of the Companies Act (the "Scheme"). 
On 6 November 2010, Clipper published and posted, or otherwise made available, a 
circular (the "Scheme Document") to Clipper Shareholders.  The Scheme Document 
contains, among other things, the full terms and conditions of the Scheme and an 
explanatory statement in compliance with Section 897 of the Companies Act 2006. 
Notices of the Court Meeting and the General Meeting 
Notices of the Court Meeting and the General Meeting are set out in the Scheme 
Document.  Both the Court Meeting and the General Meeting will be held on 
Tuesday, 23 November 2010 at the offices of Lawrence Graham LLP, 4 More London 
Riverside, London SE1 2AU, with the Court Meeting to commence at 10.00 a.m. GMT 
and the General Meeting to commence at 10.15 a.m. GMT (or as soon thereafter as 
the Court Meeting has concluded or been adjourned). 
Timetable 
The Scheme Document also contains an expected timetable of principal events 
relating to the Scheme.  As set out in that timetable, subject to the 
satisfaction or waiver of the Conditions to the Scheme, it is currently expected 
the Scheme will become effective on 14 December 2010.  If any of the expected 
dates set out in the timetable change, the Company will give notice of the 
change by issuing an announcement to a Regulatory Information Service. 
Irrevocable Undertakings - correction 
In the announcement released by the Company on 18 October 2010 in relation to 
the Acquisition (the "Acquisition Announcement"), it was stated that Dehlsen 
Associates LLC and the Dehlsen Family Trust (in which James G.P. Dehlsen and 
James B. Dehlsen both have beneficial interests) had irrevocably undertaken to 
vote in favour of the Acquisition and the Scheme Resolutions in respect of 
14,878,365 Clipper Shares (representing approximately 6.93 per cent. of the 
existing issued ordinary share capital of Clipper).  The figure should correctly 
have been 14,709,335 Clipper Shares (i.e. 169,030 shares fewer) representing 
approximately 6.85 per cent. of the existing issued ordinary share capital of 
Clipper. 
Amendments to Clipper's articles of association 
In connection with the Scheme, certain amendments are proposed to be made to 
Clipper's articles of association.  The amended articles of association (the 
"New Articles") will be considered at the General Meeting. 
The Scheme Document and the New Articles will be available for inspection at the 
offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU.  The 
Scheme Document is also available to view and download on the Company's website 
(www.clipperwind.com) on the 'Investors' page under the heading 'Scheme Document 
- UTC Acquisition of Clipper', which is available at the following link 
http://www.clipperwind.com/investors.php. 
All references in this announcement to times are to London time. 
Unless the context otherwise requires, terms defined in the Acquisition 
Announcement have the same meaning in this announcement. 
Enquiries:- 
INVESTORS 
 
Clipper Windpower Plc 
Jenny Matthews, Investor Relations 
Tel: +44 (0)7827 259495 
 
Goldman Sachs International (Nominated Adviser and Corporate Broker to Clipper) 
Phil Raper 
Brian Bolster 
Nick Harper 
Tel: +44 (0)20 7774 1000 
 
FINANCIAL PRESS 
 
M:Communications 
Patrick d'Ancona / Charlotte Kirkham 
Tel: +44 (0)20 7920 2347 / 2331 
 
BUSINESS AND TRADE 
 
Mary Gates (Director, Global Communications, Clipper Windpower, Inc.) 
Tel: +1 661 301 0400 
 
This announcement is for information purposes only and does not constitute an 
offer to sell or an invitation to purchase any securities or the solicitation of 
an offer to buy any securities, pursuant to the Acquisition or otherwise. The 
Acquisition will be made solely by means of the Scheme Document, which contains 
the full terms and conditions of the Acquisition, including details of how the 
Acquisition can be approved and completed. 
The Acquisition will not be subject to the City Code on Takeovers and Mergers. 
Whether or not certain Clipper Shares are voted at the Court Meeting or the 
General Meeting, if the Scheme becomes effective, those Clipper Shares will be 
cancelled or transferred to UTC pursuant to the Scheme in return for the payment 
of 65 pence in cash per Clipper Share. 
Goldman Sachs International is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for Clipper and for no 
one else in connection with the Acquisition and will not be responsible to 
anyone other than Clipper for providing the protections afforded to clients of 
Goldman Sachs International nor for providing advice in relation to the 
Acquisition or any matter referred to in this announcement. 
The distribution of the announcement to persons who are not resident in the 
United Kingdom may be affected by the laws of the relevant jurisdiction in which 
they are located or of which they are citizens.  Persons who are not resident in 
the United Kingdom should inform themselves about, and observe, any applicable 
legal or regulatory requirements of their jurisdiction.  Further details in 
relation to overseas shareholders are contained in the Scheme Document. 
Unless otherwise determined by UTC and permitted by applicable law and 
regulation, the proposal relating to the Acquisition will not be made, directly 
or indirectly, in, into or from a Restricted Jurisdiction where to do so would 
violate the laws in that jurisdiction.  Accordingly, copies of this announcement 
and all documents relating to the Acquisition are not being, and must not be, 
directly or indirectly, mailed or otherwise forwarded, distributed or sent in, 
into or from a Restricted Jurisdiction where to do so would violate the laws in 
that jurisdiction, and persons receiving this announcement and all documents 
relating to the Acquisition (including custodians, nominees and trustees) must 
not mail or otherwise distribute or send them in, into or from such 
jurisdictions. 
The rights of Clipper Shareholders who are not resident in the United Kingdom in 
connection with the Acquisition may be affected by the laws of the relevant 
jurisdictions in which they are resident. Persons who are not resident in the 
United Kingdom should inform themselves of, and observe, any applicable 
requirements. 
If you are a resident of the United States, please read the following: 
In accordance with normal UK market practice, UTC, or its nominees, or its 
brokers (acting as agents) may from time to time make certain purchases of, or 
arrangements to purchase, Clipper Shares, other than pursuant to the 
Acquisition. These purchases may occur either in the open market at prevailing 
prices or in private transactions at negotiated prices. Any information about 
such purchases will be disclosed as required in the United Kingdom. 
Forward Looking Statements 
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. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may", 
"anticipates", "estimates", "projects" or words or terms of similar substance or 
the negative thereof, are forward looking statements. Forward looking statements 
include statements relating to the following: (i) future capital expenditures, 
expenses, revenues, earnings, synergies, economic performance, indebtedness, 
financial condition, dividend policy, losses and future prospects; (ii) business 
and management strategies and the expansion and growth of UTC's or Clipper's 
operations and potential synergies resulting from the Acquisition; and (iii) the 
effects of government regulation on UTC's or Clipper's business. 
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. Each of 
UTC and Clipper disclaims any obligation to update any forward looking or other 
statements contained herein, except as required by applicable law. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPUBRRRRAAARUA 
 

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