RPL Renewable Power

 

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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