UTC Cash Acquisition of Clipper Court Sanctioned (9397X)

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RNS Number : 9397X

Clipper Windpower Plc

14 December 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

Scheme of Arrangement sanctioned by Court

London (UK), Carpinteria, CA (USA) - 14 December 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 acquisition of the entire issued and to be issued share capital of Clipper by UTC (and/or a wholly-owned subsidiary) 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.

The Independent Directors of the Company are pleased to announce that the Court has today sanctioned the Scheme and the associated reduction of the Company's capital.

The Court Order is expected to be delivered to the Registrar of Companies in England and Wales tomorrow, 15 December 2010, at which point the Scheme will become effective and the Acquisition will be completed. The cash consideration payable to Shareholders under the Scheme will be sent to such Shareholders by UTC within 14 days of the date on which the Scheme becomes effective.

Suspension and Cancellation of trading in Clipper Shares on AIM

As anticipated in the Company's announcement on 23 November 2010, trading in the Clipper Shares on AIM was suspended this morning at 7.30 a.m. GMT. The Company has requested that admission of the Clipper Shares to trading on AIM be cancelled with effect from 7.00 a.m. GMT on 15 December 2010 (as previously announced) and that the Clipper Shares remain suspended pending the Scheme becoming effective by means of the delivery of the Court Order to the Registrar of Companies.

Unless the context otherwise requires, terms defined in the Scheme Document dated 6 November 2010 published and posted by the Company in connection with the Scheme and the Acquisition have the same meaning in this announcement.

Enquiries:-

INVESTORS

Clipper Windpower Plc

Jenny Matthews, Investor Relations

Tel: [phone]

Goldman Sachs International (Nominated Adviser and Corporate Broker to Clipper)

Phil Raper

Brian Bolster

Nick Harper

Tel: [phone]

FINANCIAL PRESS

M:Communications

Patrick d'Ancona / Charlotte Kirkham

Tel: [phone] / 2331

BUSINESS AND TRADE

Mary Gates (Director, Global Communications, Clipper Windpower, Inc.)

Tel: [phone]

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

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