Posting of circular and cancellation from AIM

 

TIDMRPL 
 
RNS Number : 6532P 
Renewable Power and Light Plc 
21 July 2010 
 

                  Renewable Power & Light plc ('the Company') 
  Posting of Circular - Proposed Consolidation of the Existing Ordinary Shares, 
  Cancellation of Admission on AIM and the Creation of a New Investment Company 
 
21 July 2010 
 
The Company announces that it has today posted a circular (the 'Circular') to 
shareholders convening a General Meeting of the Company on Thursday 6 August 
2010 at 11 am.  The meeting will be held at the offices of Morrison Foerster 
(UK) LLP, CityPoint, One Ropemaker Street, London EC2Y 9AW.  The Circular, is 
available to be downloaded from the Company's website at www.rplplc.com, sets 
out details of proposals for the:- 
 
(1)  consolidation of the Company's shares, 
(2)  cancellation of the Company's admission from trading on AIM, and the 
creation of a new investment company, and 
(3)  reduction in the Company's capital 
 
 
Share Consolidation 
 
It is proposed by the Board that the Share Consolidation will consist of the 
following steps: 
 
(a)  That every 100,000 existing ordinary shares will be consolidated into one 
new ordinary share of GBP1,000 (the balance of the existing ordinary shares then 
held by each member being dealt with as provided in (b) and (c) below) and every 
100,000 authorised but unissued existing ordinary shares will be consolidated 
into one new ordinary share of GBP1,000; ("Share Consolidation"); 
 
(b)  Fractional entitlements arising out of the Share Consolidation shall be 
aggregated into new ordinary shares and the whole number of consolidation 
ordinary shares so arising shall be sold by the Company, on behalf of the 
shareholders; and 
 
(c)  Shareholders are entitled to receive the proportions of any proceeds of any 
sale in accordance with paragraph (b) above, attributable to such shareholder's 
holding of existing ordinary shares immediately before the share consolidation 
of GBP15 or more (net of any expenses of sale) (based on a value of 1p per share 
for 1,500 existing ordinary shares) provided that such entitlement shall only 
arise if the shareholder writes to the Company Secretary requesting his 
entitlement within six months of the Share Consolidation being approved at a 
general meeting ("Fractional Entitlement"). Shareholders are not entitled to 
receive the net proceeds of any sale in accordance with paragraph (b) above 
which amounts to less than GBP15 and those amounts will instead be aggregated 
and paid to the Company to be retained by the Company in accordance with article 
3.12 of the Articles. 
 
 
Further details relating to the effect of the consolidation are set out in the 
Circular. 
 
Cancelation of the Company's shares on AIM 
 
Since its appointment in May 2010, the Board has undertaken a thorough review of 
the Company, including its legacy issues, with a view to developing a new 
strategy to recover and build shareholder value. 
 
As part of the review process, the Directors have considered in detail the 
merits or otherwise of the ordinary shares continuing to trade on AIM. In view 
of the proposal to create a new investment company, and with regard to the 
significant legacy issues in the Company, the Board does not consider that RPL 
would be a suitable vehicle for a reverse takeover or as an investing company. 
 
The Board believe that the continued admission of the Company's shares being 
listed on AIM no longer sufficiently provides the Company with the advantages of 
providing access to capital or enabling the ordinary shares to be used to effect 
acquisitions; consequently, the Board is recommending that the Company's 
admission to trading on AIM is cancelled. 
 
As a result of the cancellation, RPL will be able to utilise the senior 
management time entailed in maintaining Admission and the costs associated with 
being listed on AIM towards growing the business for the benefit of 
Shareholders. 
 
The Company will remain as a non-trading vehicle which will seek to resolve 
legacy issues which arose between 2006 and May 2010 and generating any recovery 
for shareholders. 
 
The Directors strongly believe it is no longer in the best interests of the 
Company or its Shareholders for the Company to maintain its listing on AIM. 
 
In the event that resolution 4 is passed by shareholders the Company's shares 
will be cancelled from Admission at 7am Tuesday 20 August 2010. 
 
Creation of New Investment Company 
 
The Board's proposed strategy is to utilise a newly incorporated British Virgin 
Islands registered subsidiary ("NewCo"), a wholly owned subsidiary of the 
Company (consisting of the "BVI Shares"), which shall be funded from the 
Company's cash resources.  The BVI Shares will be distributed to Shareholder by 
way of a special dividend. 
 
It is proposed that NewCo be an investment vehicle seeking opportunities in 
accordance with the proposed strategy described below. 
 
The Board's proposed strategy is to utilise NewCo as an investment vehicle 
seeking investment opportunities. Such opportunities may be within any sector 
the Board considers will provide one or more suitable opportunities and, 
although there would be a focus on markets which the Directors have experience 
in, opportunities in any markets will be considered. The timing of any such 
transaction is largely dependant on identifying one or more opportunities and 
the Board will work diligently to this end. 
 
AIM Rule 15 suspension 
 
In the event that the resolutions proposed at the General Meeting are not 
passed, Shareholders are reminded that trading of the ordinary shares on AIM 
will, in any event, be suspended on 20 August 2010 pursuant to AIM Rule 15, 
being 12 months following the adoption of the investing policy approved at 
general meeting of the Company on 19 August 2009. 
 
 
Reduction in Capital 
 
The Company currently has negative distributable reserves, and is therefore 
prohibited under the Companies Acts from making distributions to shareholders, 
including payment of dividends.  In order to facilitate any future payments of 
dividends, including the distribution of the BVI Shares to shareholders by way 
of an in specie distribution, the Board is therefore proposing that the Company 
create distributable reserves as set out in the Circular.  The BVI Shares will 
be distributed to Shareholder by way of a special dividend. 
 
 
                                   ** ENDS ** 
For further information visit www.rplplc.com or contact: 
 
+-----------+-----------+-------------+ 
| Duncan    | Renewable | Tel:        | 
| Soukup,   | Power &   | +33         | 
| Executive | Light plc | (0) 6       | 
| Chairman  |           | 78 63 26 89 | 
+-----------+-----------+-------------+ 
| Liam      | Cairn     | Tel:        | 
| Murray,   | Financial | +44         | 
| Nominated | Advisers  | (0) 20      | 
| Adviser   | LLP       | 7148 7903   | 
+-----------+-----------+-------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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