TIDMCWP
RNS Number : 6780W
Clipper Windpower Plc
23 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 CASH ACQUISITION OF CLIPPER WINDPOWER PLC
BY UNITED TECHNOLOGIES CORPORATION
Approval of Scheme of Arrangement at Court Meeting and General
Meeting
London (UK), Carpinteria, CA (USA) - 23 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 cash acquisition by UTC (and/or a
wholly-owned subsidiary of UTC) of the entire issued and to be
issued ordinary share capital of Clipper 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 2006
(the "Scheme") and involves a reduction of the capital of the
Company under section 641 of the Companies Act 2006.
On 6 November 2010, Clipper published and posted, or otherwise
made available, a circular (the "Scheme Document") to Shareholders
of Clipper. 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.
The Independent Directors of the Company are pleased to announce
that at the Court Meeting and the General Meeting held earlier
today, all the resolutions proposed at the meetings were duly
passed.
Court Meeting
The resolution to approve the Scheme of Arrangement proposed at
the Court Meeting was decided on a poll and the resolution was
passed. The result of the poll was as follows:-
Number of Scheme Shares
voted Percentage of votes
========= ======================== ====================
For 73,279,102 99.83%
========= ======================== ====================
Against 126,362 0.17%
========= ======================== ====================
The Scheme Shares voted for and against the resolution to
approve the Scheme represent 68.13 per cent. and 0.12 per cent.
respectively of the total number of Scheme Shares in issue at the
Voting Record Time. The Scheme Shares do not include the
107,098,020 ordinary shares in the Company held by UTC, by Clipper
Acquisition LLC (the wholly-owned subsidiary of UTC) and by HSBC
Client Holdings Nominee (UK) Limited for UTC (together the "UTC
Parties").
Of a total of 99 Scheme Shareholders (which excluded the UTC
Parties) who voted at the Court Meeting (in person or by proxy), 96
(approximately 96.97 per cent. in number) voted for and 3
(approximately 3.03 per cent. in number) voted against the
resolution to approve the Scheme.
General Meeting
The special resolution to authorise the Directors to take
actions necessary to effect the Scheme of Arrangement, to reduce
the capital of the Company, (subject to the Reduction of Capital)
to authorise the issue and allotment of New Shares by capitalising
the reserve arising from the reduction and to approve the amendment
to the Company's articles of association (by the adoption of a new
article 150 - 'Scheme of Arrangement') was also decided on a poll
and the special resolution was passed. The result of the poll was
as follows:-
Number of Clipper
Shares voted Percentage of votes
========= ================== ====================
For 179,378,101 99.93%
========= ================== ====================
Against 127,334 0.07%
========= ================== ====================
The ordinary shares in the Company voted for and against the
special resolution represent 83.57 per cent. and 0.06 per cent.
respectively of the total number of ordinary shares in issue at the
date of the General Meeting.
Of a total of 101 Shareholders who voted at the General Meeting
(in person or by proxy), 98 (approximately 97.03 per cent. in
number) voted for and 3 (approximately 2.97 per cent. in number)
voted against the special resolution.
Timetable
Completion of the Acquisition remains subject to the
satisfaction (or, if appropriate, waiver by UTC) of the remaining
conditions of the Scheme and the Acquisition set out in section A
of Part 3 of the Scheme Document, which include, amongst other
things, the sanction of the Scheme by the Court and the
confirmation of the Reduction of Capital by the Court at the Court
Hearing, scheduled to take place on 14 December 2010.
The expected timetable for the Acquisition remains as set out on
page 9 of the Scheme Document (save for the time referred to below)
and it is currently expected that the Scheme will become effective
on 15 December 2010.
Suspension and Cancellation of trading in Clipper Shares on
AIM
Prior to the Scheme becoming effective, Clipper will make an
application to the London Stock Exchange for the cancellation of
the Clipper Shares from trading on AIM. Accordingly, it is expected
that trading in the Clipper Shares on AIM will be suspended at 7.00
a.m. GMT on 14 December 2010 and that, if the Scheme is sanctioned
by the Court and the other conditions to the Scheme and the
Acquisition (other than delivery of the Court Order to the
Registrar of Companies in England and Wales) are satisfied or
waived, the admission of the Clipper Shares to trading on AIM will
be cancelled at 7.00 a.m. GMT (rather than 8.00 a.m. GMT as
referred to in the Scheme Document) on 15 December 2010. The last
day for dealings in, and for registration of transfers in Clipper
Shares will therefore be 13 December 2010.
Availability of Scheme Document
The Scheme Document is available for inspection during normal
business hours 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.
Unless the context otherwise requires, terms defined in the
Scheme Document 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 were 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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