RPL.L General Meeting Requisition

 

TIDMTHAL TIDMRPL 
 
RNS Number : 4504J 
Thalassa Holdings Limited 
30 March 2010 
 
                              Thalassa Holdings Ltd 
                        ("the Company", Ticker THAL.L ) 
 
              Update on investment in Renewable Power & Light plc 
                              ("RPL", Ticker RPL.L) 
 
Further to the announcement of 17 March 2010, the boards of the Company and 
CityPoint Holdings Ltd ("CPH") confirm that they have issued a revised notice to 
requisition a general meeting of RPL (as set out in full in the letter to RPL 
below which is also available on the Company's website 
www.thalassaholdingsltd.com) to propose the resolutions to appoint Messrs Duncan 
Soukup, Peter Redmond and Robert Porter to the board of RPL and to remove the 
current board with the exception of Mr Timothy Hunstad. 
 
As previously announced, the Company and CPH are convinced that their proposals 
for change are in the best interests of ALL RPL shareholders and would request 
that those RPL shareholders who agree with the proposed resolutions make their 
voting intentions known to the board of RPL. 
 
Should the board of RPL, other than Mr Hunstad, voluntarily tender their 
resignations and appoint the proposed nominees in their place as a result of RPL 
shareholders making their intentions known to the board of RPL, the Company and 
CPH would immediately withdraw the requisition thereby saving RPL (and 
ultimately its shareholders) the time and expense of this formal process. 
 
Contact: 
 
Duncan Soukup, Executive Chairman                    Tel: + 33 (0)6 78 63 26 89 
Thalassa Holdings Ltd 
 
Simon Leathers                                                         Tel: + 44 
(0)20 7776 6550 
Daniel Stewart & Company plc 
 
 
Notes to Editor: 
 
Thalassa Holdings Ltd, incorporated and registered in the BVI in 2007 and listed 
on AIM in July 2008, is a holding company with diversified interests in quoted 
and unquoted companies, including Marine Seismic. 
 
The full text of the requisition notice is set out below: 
 
 
19 March 2010 
 
 
The Board of Directors 
Renewable Power & Light plc 
9 Queen Street 
London 
W1J 5PE 
United Kingdom 
 
 
Dear Sirs 
 
Renewable Power & Light plc ("Company")-Requisition of General Meeting 
 
We, the undersigned, being holders of at least 10 percent of the paid up capital 
of the Company carrying the rights to vote at general meetings, in accordance 
with section 303 of the Companies Act 2006 (the "2006 Act"), hereby require you 
to proceed to convene a general meeting of the Company to consider and, if 
thought fit, pass the resolutions set out below (all of will be proposed as 
ordinary resolutions), subject to special notice having been given to the 
Company pursuant to sections 168 and 312 of the 2006 Act: 
 
1.   THAT, Mr Charles Duncan Soukup be and is hereby appointed as a director of 
the Company with immediate effect. 
 
2.   THAT, Mr Peter Redmond be and is hereby appointed as a director of the 
Company with immediate effect. 
 
3.   THAT Mr Robert Porter be and is hereby appointed as a director of the 
Company with immediate effect. 
 
4.   THAT, Mr Michael G Reynolds be and is hereby removed from office as a 
director of the Company with immediate effect. 
 
5.   THAT, Mr Victor J Fryling be and is hereby removed from office as a 
director of the Company with immediate effect. 
 
6.   THAT, Mr Alexander S Lambie be and is hereby removed from office as a 
director of the Company with immediate effect. 
 
You will note that under the 2006 Act you have 21 days from the date of deposit 
of this letter to proceed to convene the general meeting. If you fail to do so, 
we shall proceed to convene the general meeting in accordance with section 305 
of the 2006 Act. 
 
In accordance with section 314 of the 2006 Act, we further request that the 
members' statement set out in the schedule hereto in respect of the resolutions, 
be circulated to members in accordance with section 315 of the 2006 Act. 
 
Yours faithfully 
 
 
 
 
 
 
.................................. 
For and on behalf of 
CityPoint Holdings Ltd (as beneficial holder) 
 
 
 
 
 
 
.................................. 
BBHISL Nominees Limited (registered holder) 
 
 
 
 
 
 
 
.................................. 
For and on behalf of 
Thalassa Holdings Ltd (as beneficial holder) 
 
 
 
 
 
 
................................. 
BBHISL Nominees Limited (registered holder) 
 
 
We, the persons listed above as proposed directors of the Company each (i) 
consent to act in such capacity and to execute forms AP1 subject to our 
appointment at the proposed general meeting (ii) agree to complete such 
questionnaire and provide such information as may reasonably be required by the 
nominated adviser to the Company pursuant to the AIM Rules for Companies and the 
Rules for Nominated Advisers; and (iii) agree that we may be named in an public 
announcement or circular sent to shareholders of the Company in furtherance of 
the convening of the above-mentioned general meeting and to the disclosure of 
such biographical information concerning ourselves as may be reasonably required 
by the nominated adviser to the Company. 
 
 
 
 
.................................. 
Duncan Soukup 
 
 
 
 
.................................. 
Peter Redmond 
 
 
 
 
.................................. 
Robert Porter 
 
 
 
 
 
 
 
 
 
 
 
                                    SCHEDULE 
 
                               MEMBERS' STATEMENT 
 
                                in respect of the 
 
                                GENERAL MEETING 
 
                                       of 
 
                          RENEWABLE POWER & LIGHT PLC 
 
                                (the "Company") 
 
 
On the 19 March 2010, CityPoint Holdings Ltd and Thalassa Holdings Ltd (the 
"Requisitioning Shareholders") exercised their right pursuant to section 303 of 
the Companies 2006 Act, to require the directors of the Company to convene a 
general meeting of the Company, to consider and if thought fit propose certain 
resolutions to: 
 
(i)         remove certain of the Directors; and 
(ii)        appoint new directors of the Company. 
This letter set out why the Requisitioning Shareholders consider the resolutions 
to be in the best interests of the shareholders and the Company. 
 
Removal of Directors 
 
The Requisitioning Shareholders consider that the best interests of the Company 
and its shareholders are no longer served by the existing directors other than 
Mr Timothy Hunstad. The Requisitioning Shareholders have reached this conclusion 
on the basis that all the resolutions put to shareholders at the general meeting 
of the Company held on 15 February 2010 were voted down despite a unanimous 
recommendation from the existing directors that shareholders should vote in 
favour of the resolutions. The key resolutions related to the disposal of the 
Company's US subsidiary, a proposal which was rejected by shareholders even 
though they had not been made aware that a higher offer (exactly 100,000% higher 
in real cash terms) for the US subsidiary had been made by the Requisitioning 
Shareholders on exactly the same terms as the deal recommended to you by the 
existing directors. The Requisitioning Shareholders consider such failure to 
inform you of this higher offer to be a fundamental breach of the fiduciary 
duties of the existing directors. 
 
Appointment of Directors 
 
The Requisitioning Shareholders propose that the following persons be appointed 
as directors of the Company with immediate effect at the General Meeting: 
 
(i)               Mr Charles Duncan Soukup 
Mr Soukup has 30 years of investment experience and has served on the boards of 
numerous public companies. Mr Soukup is the Founding Shareholder and Chairman of 
Thalassa Holdings Ltd, an AIM listed investing company. 
 
(ii)              Mr Peter Redmond 
Mr Redmond has over 25 years' experience in corporate finance and venture 
capital and is Chief Executive Officer of Merchant Capital Limited. He has been 
active in reconstructing a number of AIM companies as investing companies in 
recent years and each of these have since successfully acquired or established 
operating businesses. 
 
(iii)             Mr Robert Porter 
Mr Porter is a qualified accountant with over 17 years international investment 
and private banking experience. Since 2000 he has worked with a number of 
smaller organisations in the TMT and marketing consultancy sectors and is also a 
non-executive director of Optimisa plc. 
 
The Proposed Directors consider corporate governance to be of importance for all 
Shareholders and if appointed to the Board, will seek to attract additional 
individuals to provide objectivity and balance to the Board, in line with the 
principles of the Combined Code on Corporate Governance published by the 
Financial Reporting Council and in line with the expectations of AIM and the 
recommendations of the Company's nominated adviser, including, if appropriate, a 
majority of independent non-executive directors. The Proposed Directors would 
also welcome potential nominations for independent directors from existing 
shareholders. Should the Proposed Directors be appointed their immediate 
objectives will be to give shareholders clear and transparent financial 
information about the Company and to approach shareholders with proposals for 
the future of the Company that are designed to create value for shareholders as 
a whole and  which will not involve opaque related party transactions. 
 
Standstill 
 
The Proposed Directors strongly urge the current directors to desist from any 
action which may directly or indirectly adversely affect the assets of the 
Company and not to enter into any new contracts and/or liabilities before the 
date of the General Meeting which has been requisitioned to consider the 
proposals explained above. 
 
 
 
CityPoint Holdings Ltd                                              Thalassa 
Holdings Ltd 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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