Results of the General Meeting
February 15 2010 - 10:19AM
UK Regulatory
TIDMRPL
RNS Number : 1668H
Renewable Power and Light Plc
15 February 2010
15 February 2010
Renewable Power & Light Plc
(the "Company" or "RPL")
Results of the General Meeting and Proxy Voting Figures
Further to the announcement made on 27 January 2010 relating to the proposed
related party transactions detailed in the circular posted on 28 January 2010
("the Circular"), the Company announces that at the general meeting held earlier
today, none of the resolutions were passed. The Company received valid proxies
in respect of 66,733,649 Ordinary Shares, representing 75.2% of the Company's
issued share capital. There were votes cast in respect of 46,378,054 Ordinary
Shares against the resolutions representing 69.5% of the votes cast at the
meeting.
The board are disappointed at the outcome since certain significant shareholders
have voted against the strategy previously approved by shareholders, comprising
a realisation of the Company's assets and distribution of cash to shareholders
in an orderly manner. Further, Thalassa Holdings Ltd together with CityPoint
Holdings Ltd (together "Thalassa"), a significant shareholder, made an
announcement on 12 February 2010 of its intention to block any future cash
distribution which is contrary to the previously approved strategy.
The proposed transaction with True North represented an opportunity to
extinguish the existing contractual liabilities of RPL Holdings Inc. highlighted
in the Circular enabling the Company to become a cash shell with minimal
liabilities. As a result, additional time and cost will be incurred maintaining
the US subsidiary. Consequently, following the outcome of today's general
meeting, the board considers that RPL may be less attractive to potential
investors as a merger candidate.
The board also wishes to express its disappointment in relation to the
announcement made on 12 February 2010 by Thalassa that alleged there was
insufficient information in the Circular. The directors are of the view that all
material information was included in the Circular or available in the public
domain by virtue of prior regulatory notifications.
Whilst the board considered that there was adequate information in the public
domain, it entered into a non-disclosure agreement with Thalassa. In accordance
with the principles of good corporate governance the directors felt it
appropriate to enter into a dialogue with Thalassa in order to clarify any
matters regarding the Company's historic operations and strategy as previously
approved by the Company's shareholders. The Independent Directors (as defined in
the Circular) concluded that it would be in shareholders' interests to encourage
Thalassa to vote in favour of these resolutions, as recommended to all
shareholders.
Thalassa have indicated that they will be seeking board representation with a
view to formulating a revised strategy to create and grow shareholder value. The
board wish to enter into discussions with those shareholders who have voted
against the resolutions as soon as possible regarding their proposals and to
determine if these proposals are in the best interests of all of the Company's
shareholders.
The board notes that in accordance with AIM Rule 15 any change to the Company's
existing investing strategy will have to be approved by shareholders in a
general meeting and such investing strategy will have to be implemented before
19 August 2010 (being 12 months from the date of shareholder approval of the
Company's existing investing strategy) otherwise trading in the Company's
Ordinary Shares on AIM will be suspended in accordance with AIM Rule 40. If
following suspension of the Ordinary Shares in accordance with AIM Rule 40, the
Ordinary Shares have not been re-admitted to trading on AIM, within a further
six months, the admission of Ordinary Shares to trading on AIM will be
cancelled.
The board will continue to evaluate the merits of any potential offer for the
Company or any other appropriate transaction. The board notes, however, that any
proposal may require, inter alia, due diligence and shareholder approval
incurring further time and costs to the Company.
For further information, please contact:
Renewable Power & Light plc Telephone: +44 0121 426 1777
Mike Reynolds
Grant Thornton UK LLP Telephone: +44 207 383 5100
Gerry Beaney
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of RPL, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30pm (London time) on the London
business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of RPL, they will be deemed to be
a single person for the purpose of Rule 8.3. Under the provisions of Rules 8.1
of the Code, all 'dealings' in 'relevant securities' of RPL by a potential
offeror, or RPL, or by any of their respective 'associates', must be disclosed
by no later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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