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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Renewable Power | LSE:RPL | London | Ordinary Share | GB00B4LWV986 | ORD �1000 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 750.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMRPL RNS Number : 1668H Renewable Power and Light Plc 15 February 2010 15 February 2010 Renewable Power & Light Plc (the "Company" or "RPL") Results of the General Meeting and Proxy Voting Figures Further to the announcement made on 27 January 2010 relating to the proposed related party transactions detailed in the circular posted on 28 January 2010 ("the Circular"), the Company announces that at the general meeting held earlier today, none of the resolutions were passed. The Company received valid proxies in respect of 66,733,649 Ordinary Shares, representing 75.2% of the Company's issued share capital. There were votes cast in respect of 46,378,054 Ordinary Shares against the resolutions representing 69.5% of the votes cast at the meeting. The board are disappointed at the outcome since certain significant shareholders have voted against the strategy previously approved by shareholders, comprising a realisation of the Company's assets and distribution of cash to shareholders in an orderly manner. Further, Thalassa Holdings Ltd together with CityPoint Holdings Ltd (together "Thalassa"), a significant shareholder, made an announcement on 12 February 2010 of its intention to block any future cash distribution which is contrary to the previously approved strategy. The proposed transaction with True North represented an opportunity to extinguish the existing contractual liabilities of RPL Holdings Inc. highlighted in the Circular enabling the Company to become a cash shell with minimal liabilities. As a result, additional time and cost will be incurred maintaining the US subsidiary. Consequently, following the outcome of today's general meeting, the board considers that RPL may be less attractive to potential investors as a merger candidate. The board also wishes to express its disappointment in relation to the announcement made on 12 February 2010 by Thalassa that alleged there was insufficient information in the Circular. The directors are of the view that all material information was included in the Circular or available in the public domain by virtue of prior regulatory notifications. Whilst the board considered that there was adequate information in the public domain, it entered into a non-disclosure agreement with Thalassa. In accordance with the principles of good corporate governance the directors felt it appropriate to enter into a dialogue with Thalassa in order to clarify any matters regarding the Company's historic operations and strategy as previously approved by the Company's shareholders. The Independent Directors (as defined in the Circular) concluded that it would be in shareholders' interests to encourage Thalassa to vote in favour of these resolutions, as recommended to all shareholders. Thalassa have indicated that they will be seeking board representation with a view to formulating a revised strategy to create and grow shareholder value. The board wish to enter into discussions with those shareholders who have voted against the resolutions as soon as possible regarding their proposals and to determine if these proposals are in the best interests of all of the Company's shareholders. The board notes that in accordance with AIM Rule 15 any change to the Company's existing investing strategy will have to be approved by shareholders in a general meeting and such investing strategy will have to be implemented before 19 August 2010 (being 12 months from the date of shareholder approval of the Company's existing investing strategy) otherwise trading in the Company's Ordinary Shares on AIM will be suspended in accordance with AIM Rule 40. If following suspension of the Ordinary Shares in accordance with AIM Rule 40, the Ordinary Shares have not been re-admitted to trading on AIM, within a further six months, the admission of Ordinary Shares to trading on AIM will be cancelled. The board will continue to evaluate the merits of any potential offer for the Company or any other appropriate transaction. The board notes, however, that any proposal may require, inter alia, due diligence and shareholder approval incurring further time and costs to the Company. For further information, please contact: Renewable Power & Light plc Telephone: +44 0121 426 1777 Mike Reynolds Grant Thornton UK LLP Telephone: +44 207 383 5100 Gerry Beaney Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of RPL, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of RPL, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rules 8.1 of the Code, all 'dealings' in 'relevant securities' of RPL by a potential offeror, or RPL, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END MSCEELFFBLFFBBV
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