TIDMCWP
RNS Number : 9397X
Clipper Windpower Plc
14 December 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
Scheme of Arrangement sanctioned by Court
London (UK), Carpinteria, CA (USA) - 14 December 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 acquisition of the entire issued
and to be issued share capital of Clipper by UTC (and/or a
wholly-owned subsidiary) 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.
The Independent Directors of the Company are pleased to announce
that the Court has today sanctioned the Scheme and the associated
reduction of the Company's capital.
The Court Order is expected to be delivered to the Registrar of
Companies in England and Wales tomorrow, 15 December 2010, at which
point the Scheme will become effective and the Acquisition will be
completed. The cash consideration payable to Shareholders under the
Scheme will be sent to such Shareholders by UTC within 14 days of
the date on which the Scheme becomes effective.
Suspension and Cancellation of trading in Clipper Shares on
AIM
As anticipated in the Company's announcement on 23 November
2010, trading in the Clipper Shares on AIM was suspended this
morning at 7.30 a.m. GMT. The Company has requested that admission
of the Clipper Shares to trading on AIM be cancelled with effect
from 7.00 a.m. GMT on 15 December 2010 (as previously announced)
and that the Clipper Shares remain suspended pending the Scheme
becoming effective by means of the delivery of the Court Order to
the Registrar of Companies.
Unless the context otherwise requires, terms defined in the
Scheme Document dated 6 November 2010 published and posted by the
Company in connection with the Scheme and the Acquisition have the
same meaning in this announcement.
Enquiries:-
INVESTORS
Clipper Windpower Plc
Jenny Matthews, Investor Relations
Tel: +44 (0)7827 259495
Goldman Sachs International (Nominated Adviser and Corporate
Broker to Clipper)
Phil Raper
Brian Bolster
Nick Harper
Tel: +44 (0)20 7774 1000
FINANCIAL PRESS
M:Communications
Patrick d'Ancona / Charlotte Kirkham
Tel: +44 (0)20 7920 2347 / 2331
BUSINESS AND TRADE
Mary Gates (Director, Global Communications, Clipper Windpower,
Inc.)
Tel: +1 661 301 0400
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
END
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