Results of EGM and Court Meeting (6780W)

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: [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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