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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Clipper Reg S | LSE:CWP | London | Ordinary Share | GB00B09H7Z56 | ORD 10P (REG S) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 65.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCWP RNS Number : 3718R Clipper Windpower Plc 20 August 2010 CLIPPER EXECUTES DEFINITIVE PRODUCT WARRANTY AGREEMENTS WITH UNITED TECHNOLOGIES CORPORATION London (UK), Carpinteria, CA (USA) - August 20, 2010. Clipper Windpower Plc ("Clipper" or the "Company") has completed execution of definitive agreements with respect to product warranty support from United Technologies Corporation ("UTC"). The agreements create the legal framework for UTC to provide guarantees of warranty obligations for new sales of Clipper's Liberty wind turbines. The issuance of any warranty guarantees will be on an individual basis and at the sole discretion of UTC. The Company's Board has been informed by UTC that the aggregate maximum liability of UTC and its affiliates pursuant to the warranty guarantees is in the region of $500 million, although this amount may be increased or decreased by UTC from time to time in its sole discretion. For each UTC guarantee issued, Clipper will pay UTC an annual fee of 1% of the maximum liability under the guarantee for each of the first two years of the guarantee and 1.5% of such amount for each subsequent year of the guarantee. Clipper will continue to complete all warranty obligations under the terms of each customer agreement. In the event Clipper does not satisfy an obligation and any payment is made by UTC to customers under a guarantee, Clipper will be obligated to reimburse UTC for such payments, with interest accruing at a rate of Libor plus 5%. In consideration for the provision of this support from UTC, Clipper will grant UTC a security interest in the assets of both Clipper and Clipper Windpower, Inc., together with an option for UTC to subscribe for new ordinary shares representing approximately 5% of the outstanding shares of Clipper, in each case enforceable by UTC only in the event of a Clipper default under the agreements. If the reimbursement amount owed to UTC is less than $100 million, Clipper will have six months to repay the amount before a payment default would occur. These arrangements with UTC are conditioned upon approval of the shareholders of the Company, and a circular convening a general meeting will be sent to shareholders within the next week. Due to the related party nature of these agreements, UTC will not vote on the resolution. The circular will contain a more detailed summary of the terms and conditions of the agreements, including the events of default which could trigger enforcement of the security and exercise of the option, and will also contain an explanation on why the Board believes that entering into these arrangements with UTC is in the best interests of shareholders. The Company expects that the guarantee support under these agreements will: · enhance the Company's ability to obtain new orders for turbines by providing increased confidence to customers and their project finance institutions regarding the Company's ability and credit strength to fulfill its warranty obligations; · strongly position the Company to pursue a broader range of sales opportunities available in global wind markets; and · allow shareholders to continue to participate in the positive development of the Company, sharing in the potential upside from an anticipated market recovery and the expected resulting growth in the Company's operations. UTC presently owns approximately 107.1 million Ordinary Shares representing approximately 49.9% of the entire issued share capital of the Company. UTC is therefore a substantial shareholder of the Company and considered to be a related party under the AIM Rules for Companies (the "AIM Rules"). The entering into the arrangements described in this announcement is classified as a related party transaction for the purposes of the AIM Rules. Accordingly, in approving execution of these agreements with UTC, the directors of the Company, other than those nominated by UTC, having consulted J.P. Morgan Cazenove, the Company's Nominated Advisor, believe that the terms of these arrangements with UTC are fair and reasonable insofar as all shareholders are concerned. This press release contains statements about the Company that are or may be forward looking statements. All statements other than statements of historical facts included in this press release 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: future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects, business and management strategies and the expansion and growth of the Company's operations and potential synergies between the Company and UTC. 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. The Company disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law. All subsequent written and oral forward looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements above. The forward looking statements included herein are made only as of the date of this press release. The Company does not intend, and does not undertake any obligation, to update these forward looking statements. About Clipper Clipper Windpower Plc, www.clipperwind.com, is a company engaged in wind energy technology, turbine manufacturing, and wind project development. The Company designs advanced wind turbines, manufactures its 2.5 MW Liberty wind turbine, and actively develops wind power generating projects in the Americas and Europe. Clipper's headquarters are in Carpinteria, California, USA. The Company's 330,000 square foot manufacturing and assembly facility for land-based wind turbines is located in Cedar Rapids, Iowa; its development center for offshore wind turbine development is located in Blyth, UK. Clipper is a public company listed on AIM of the London Stock Exchange. Clipper's ticker symbol is CWP. The ordinary shares of Clipper Windpower Plc are traded on AIM of the London Stock Exchange and are not registered under the U.S. Securities Act of 1933, as amended. Such shares may not be offered or sold to residents of the United States or to persons acting on their behalf, or to other persons who are "United States Persons" within the meaning of Regulation S as promulgated under the Securities Act of 1933, unless such shares have been registered under the Securities Act or there is an available exemption from registration. ### For further information, please contact: INVESTORS Clipper Windpower Plc Jenny Matthews Investor Relations Tel: +44 (0)7827 259495 J.P. Morgan Cazenove(Nominated Adviser and Corporate Broker to Clipper) Patrick Magee / Jamie Riddell Tel: +44 (0)20 7588 2828 FINANCIAL PRESS M:Communications Patrick d'Ancona / Charlotte Kirkham Tel: +44 (0)20 7920 2347 BUSINESS AND TRADE Mary Gates Director, Global Communications +1 661 301 0400 This information is provided by RNS The company news service from the London Stock Exchange END AGRKKKDDKBKKFFB
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