Result of AGM
18 Maio 2010 - 7:20AM
UK Regulatory
TIDMRPL
RNS Number : 1112M
Renewable Power and Light Plc
18 May 2010
18 May 2010
Renewable Power & Light plc
("RPL" or "the Company")
Results of Annual General Meeting and Chairman's Address
The results of RPL's Annual General Meeting, held today at 10 Dominion Street,
London, EC2M 2EE, are as follows:
+-----------------+------------+---------------+------------+----------+
| Resolution | For | Discretionary | Against | Withheld |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 1. Report & | 9,483,716 | None | 55,458,699 | 0 |
| Accounts | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 2. Remuneration | 9,483,716 | None | 55,458,699 | 0 |
| Report | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 3. Re-elect Mr. | 2,463,716 | None | 62,478,699 | 0 |
| V Fryling | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 4. Re-appoint | 33,374,340 | None | 31,568,075 | 0 |
| Auditors | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 5. Auditor's | 33,354,340 | None | 31,588,075 | 0 |
| Remuneration | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 6. Authority to | 2,483,716 | None | 62,458,699 | 0 |
| allot shares | | | | |
+-----------------+------------+---------------+------------+----------+
| | | | | |
+-----------------+------------+---------------+------------+----------+
| 7. Authority to | 2,438,716 | None | 62,483,699 | 0 |
| disapply | | | | |
| pre-emption | | | | |
| rights | | | | |
+-----------------+------------+---------------+------------+----------+
Resolutions 4 and 5 have therefore been passed and resolutions 1, 2, 3, 6 and 7
have not been passed.
Details on proxy voting are available on RPL's website at www.rplplc.com
Grant Thornton Corporate Finance, the Company's Nominated Adviser for the
purposes of the AIM Rules for Companies (the "AIM Rules") and Fiske Plc, the
Company's Broker have tendered their resignations with immediate effect.
Under Rule 1 of the AIM Rules a company's shares will be suspended from trading
on AIM if it does not have a Nominated Adviser and the admission of its shares
to trading on AIM will be cancelled one month after suspension if a replacement
Nominated Adviser has not been appointed within that time. However, the Company
believes that the proposed board is in discussions with a replacement nominated
adviser.
As such the Company announces that trading in the Company's shares on AIM will
be suspended with immediate effect until such time an announcement confirming
the appointment of a new Nominated Adviser is made by the Company.
RPL's Chairman, Mr. Michael Reynolds, makes the following statement:
"Shareholders will now be well aware that at the General Meeting requisitioned
by Thalassa Holdings Limited and CityPoint Holdings Limited, scheduled to take
place at 11am this morning, it is virtually inevitable that the current Board,
with the exception of Timothy Hunstad, will be removed. This, of course,
means that the nominees of Thalassa, which is acting in concert with CityPoint,
will take control of your Company.
The current Board have made their position regarding Thalassa and CityPoint's
behaviour as shareholders very clear over the last few months, since Thalassa
and CityPoint's announcement preventing the Company from carrying out its
previously shareholder approved investment policy. The Board, by requesting
that Thalassa and CityPoint propose an alternative investment policy to the one
they had rejected and by seeking to negotiate a smooth transition, have tried to
ascertain the intent of these shareholders. However, having received none of
the information requested, the Board continues to be of the strong conviction
that these shareholders' ultimate intention has been to take control of your
Company and its cash balances without paying full value to all shareholders.
As your Board has highlighted on a number of previous occasions, pursuant to the
requirements of the AIM Rules, in the absence of a new investing policy that is
both adopted and implemented by 19 August, RPL's shares will be suspended from
trading and, from 7am 21 February 2011, will be de-listed from AIM. In the
event this should occur, the liquidity and marketability of the shares would be
severely reduced and the value of any such shares, the Board believes, would be
adversely affected as a consequence.
Your Board has spent the last 9 months implementing the strategy, approved by
Shareholders on 19 August, 2009, of returning capital to shareholders. This
approved strategy was virtually completed by the time Thalassa and Citypoint
acquired their shares. Thalassa's actions, including what the Board consider to
have been a misleading and spurious offer for the Company's US subsidiary, have
delayed our ability to deliver this strategy and have, in our view, resulted in
a decrease in shareholder value since 15 February, 2010.
As noted in the announcement on 21 April, discussions were held in mid March,
with a view to bringing nominees of the Company's major shareholders onto the
Board. This would have saved the Company the cost of doing so via the
requisitioned general meeting, with any appointments being ratified and
confirmed at today's AGM.
Your Board continues to be concerned about the treatment of minority
shareholders' rights, as the 19 August deadline is rapidly approaching. We
strongly urge minority shareholders to send a message to the proposed new board
demanding they set out the strategy going forward and how they intend to deliver
an increase in value to you.
Of further concern is Thalassa's announcement of 13 May 2010. The entire
announcement contains so many misrepresentative and misleading statements, some
of which are clearly defamatory, especially with regards to payments to
Directors and advisors, cash remuneration, share based compensation, the
employee benefit trust, the experience of the Directors and the alignment of
their interests with RPL's, that the Company does not believe it warrants a
public response addressing in detail each of the points raised.
Having made the Board's position clear one final time, I would like to take this
opportunity, on behalf of my fellow Board members, to thank those shareholders
who have been supportive of our strategy and actions through what has been an
extremely challenging few years. We would also like to thank our advisors,
Grant Thornton, Fiske, and Fox Williams, for their sound advice and hard work
over the years they have worked for your Company. We wish you all the best for
the future."
This information is provided by RNS
The company news service from the London Stock Exchange
END
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