Posting of circular and cancellation from AIM
21 7월 2010 - 3:00PM
UK Regulatory
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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