Editor's Pick: Markets: The week that was (16-20/11/09)
(CAP.L) Clean Air Power Ltd Buy/Sell
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| Date/Time | Headline | Source |
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| 16-11-09 | RNS |
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RNS Number : 5491C Clean Air Power Limited 16 November 2009 For Immediate Release 16 November 2009 Clean Air Power Ltd ("Clean Air Power" or "the Company") Notice of Special General Meeting Waiver of certain requirements under the Bye-laws of the Company relating to acquisitions resulting in holdings of 30 per cent. or more of all of the issued Common Shares Clean Air Power (AIM: CAP), the developer of Dual-Fuel* combustion technology that enables heavy-duty diesel engines to operate on a combination of diesel and natural gas, today announces that it has posted a circular to shareholders convening a Special General Meeting to be held at 12 noon on 3 December 2009 in order to seek approval for the waiver of certain requirements under the Bye-laws of the Company relating to acquisitions resulting in holdings of 30 per cent. or more of all of the issued Common Shares. Introduction On 14 March 2008, the Company issued a circular containing information on a finance package which the Company had agreed with Endeavor to provide funds to the Company for the further commercialisation of its patented technology. Pursuant to the terms of the finance package, a number of Common Shares, and certain warrants entitling the holder to acquire Common Shares, were subscribed for by Endeavor (but issued, at its direction, to ECP, its affiliate) under a placing, the terms of which were set out in the 2008 Circular. As the acquisition of such Common Shares, together with the Common Shares then already held by ECP, would result in ECP acquiring 30 per cent or more of the voting rights attributable to the Common Shares then in issue, a waiver was sought of certain provisions of the Bye-Laws which would otherwise have operated to restrict the acquisition by Endeavor or certain affiliated entities of Common Shares, both in relation to the acquisition of those Common Shares and warrants, and also in relation to certain potential future acquisitions of Common Shares by Endeavor and certain affiliated entities, as further set out in the 2008 Circular. The 2008 Waiver was granted at a special general meeting of the Company held on 7 April 2008. Subsequent to the granting of the 2008 Waiver, 13,484,508 Common Shares and the ECP Warrants were issued to ECP. As a result, ECP currently holds 18,453,450 Common Shares, representing approximately 33.08 per cent. of the total number of issued Common Shares, and the ECP Warrants. ECP has informed the Board that it wishes to make a transfer of the ECP Shares and the ECP Warrants to CS SPH II. The acquisition of the ECP Shares and ECP Warrants would involve an acquisition by CS SPH II of more than 30 per cent. of the voting rights attributable to the Common Shares, and accordingly it would potentially be prohibited, and trigger certain obligations and restrictions, under the Bye-Law Restrictions. Similarly, any subsequent exercise of any ECP Warrant, resulting in an acquisition of further Common Shares by CS SPH II, may (assuming CS SPH II (or any person determined by the Board to be acting in concert with CS SPH II) then still holds the ECP Shares) also trigger restrictions and obligations under the Bye-Law Restrictions. However, the Company believes that, given the circumstances surrounding the Relevant Acquisitions (as further described below), the Bye-Law Restrictions should not operate to prevent or restrict the Relevant Acquisitions. Under the Bye-Laws, the Bye-Law Restrictions may be waived by a vote of the Independent Shareholders, and accordingly the Company announced today that it is seeking such a waiver from the Independent Shareholders. In addition, given the Relevant Acquisitions, the Company believes that Endeavor should no longer need the benefit of the 2008 Waiver in relation to any future acquisitions of Common Shares, and accordingly, at the same time as seeking the New Waiver, the Company is also seeking approval from Shareholders that the 2008 Waiver be revoked. The Company and CS SPH II have received irrevocable undertakings from Shareholders (each of which the Board has determined to be Independent Shareholders) holding 55.9 per cent. of the total number of Common Shares in issue as at the date of this announcement. Accordingly, the Board expects that the Resolution will be approved and the New Waiver granted. The purpose of this announcement and the circular which has been posted to Shareholders today is to explain why the Directors believe that the New Waiver and other matters provided for in the Resolution are in the best interests of the Company and Shareholders as a whole and to seek your approval of the Resolution. CS SPH II and the proposed acquisitions ECP proposes to transfer the ECP Shares and the ECP Warrants to CS SPH II. CS SPH II is a private investment fund managed by DLJ MB Advisors, Inc., a subsidiary of Credit Suisse. Further information in relation to CS SPH II is set out in Part II of this document. The relationship between ECP and CS SPH II is as follows:
The ECP Shares represent an interest of 33.08 per cent. of the total number of Common Shares currently in issue. In addition, if CS SPH II were to exercise the ECP Warrants, its holding in the Company would increase to 40.36 per cent. of the total number of Common Shares then in issue (assuming CS SPH II then still held all of the ECP Shares, and assuming no other issue of new Common Shares by the Company). Intentions of CSFB Strategic Partners Holdings II, L.P CS SPH II has confirmed to the Company that following its acquisition of the ECP Shares it is not proposing to seek any change in the composition of the Board or the general nature of the Company's business. CS SPH II has also confirmed that its intentions regarding the locations of the Company's places of business and regarding the continued employment of its employees and management (and those of its subsidiaries) will not be altered as a result of its acquisition of the ECP Shares, nor does it have any intention to seek any redeployment of the fixed assets of the Company as a result of its acquisition of the ECP Shares. Special General Meeting A Special General Meeting of the Company has been convened for noon (local time) on 3 December 2009 at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. The Resolution proposed at the Special General Meeting is being sought to procure that:
Recommendation The Directors, having consulted with Charles Stanley and considered the contents and effect of the Resolution contemplated in the circular posted to Shareholders, believe that the Resolution is fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly the Directors unanimously recommend that you vote in favour of the Resolution to be proposed at the Special General Meeting as they themselves intend to do in respect of their beneficial holdings totalling 939,565 Common Shares, representing in aggregate 1.68 per cent. of the Common Shares held by Shareholders entitled to vote on the Resolution. Posting of Document The circular has been posted to Shareholders and will shortly be available on the Company's website at www.cleanairpower.com. For further information please contact:
John Pettitt, Chief Executive Peter Rowse, Finance Director
Charles Ryland Ben Willey Ben Romney Charles Stanley Securities (Nominated Adviser) +44 (0)20 7149 6112 Russell Cook Freddy Crossley Carl Holmes
DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires:
"Independent Shareholders" the Shareholders other than any Shareholders deemed by the Directors to be
This information is provided by RNS The company news service from the London Stock Exchange END
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| 12-11-09 | RNS |
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RNS Number : 3721C Clean Air Power Limited 12 November 2009 For Immediate Release 12 November 2009 Clean Air Power Ltd ("Clean Air Power" or "the Company") Option Grant to Directors Clean Air Power Limited (AIM: CAP), the developer of Dual-FuelTM combustion technology that enables heavy-duty diesel engines to run on a combination of both diesel and natural gas, announces that it has today granted 800,000 share options in the Company to the Executive Directors as set out in the table below. These options have been granted as part of a new 3 year incentive scheme designed to reduce the emphasis on cash bonuses for the Company's senior management team. The motivation of this initiative is to align the rewards to management with those of the shareholders and to preserve the company's cash. These grants to directors form part of a total grant of 2,065,000 options to be granted to 14 of the Company's senior management and key employees under the new scheme. The vesting of these options is scheduled to take place over the next three years and will be conditional upon the achievement of performance criteria, mainly based on EBITDA targets. The scheme was approved by the company's remuneration committee to become effective from 9 October 2009, subject to certain conditions, which have today been fulfilled. The price of 26.3p was determined as the average mid market daily closing price for the 5 business days following the date of remuneration committee approval.
Director
In addition to the above options John Pettitt owns 658,653 shares and Peter Rowse owns 104,418 shares. When combined with the total number of options listed above this represents respective overall interests in the enlarged share capital of the company of 6.6% and 1.2%. For further information please contact:
John Pettitt, Chief Executive Peter Rowse, Finance Director
Charles Ryland Ben Willey Ben Romney
Russell Cook Freddy Crossley Jen Boorer Notes to Editors About Clean Air Power Clean Air Power is the developer and provider of Dual-Fuel* combustion technology for heavy duty diesel engines. Dual-Fuel* engines substantially cut fuel costs and carbon emissions without sacrificing the original engine's characteristic efficiency or reliability. Clean Air Power is well positioned to assist corporations and governments to deliver on their environmental commitments while at the same time reducing transport operators overheads. Initially founded in the USA in 1991, around £40m has been invested in developing the technology with the result that 63 patents are currently held or pending. The holding company of the Group is based in Bermuda with operational subsidiaries in the UK, the USA and Australia. The Group was admitted to the AIM market of the London Stock Exchange in February 2006. Further information on Clean Air Power is available at www.cleanairpower.com This information is provided by RNS The company news service from the London Stock Exchange END
RDSILFERLTLLLIA More |
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| 09-10-09 | AFX UK Focus |
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LONDON, Oct 9 (Reuters) - Clean Air Power Ltd:
((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 09-10-09 | RNS |
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RNS Number : 4998A Clean Air Power Limited 09 October 2009
Clean Air Power Ltd ("Clean Air Power" or "the Company") Letter of Intent Clean Air Power (AIM : CAP), the developer of Dual-Fuel* combustion technology that enables heavy-duty diesel engines to operate on a combination of diesel and natural gas, today announces that it has entered into a Letter of Intent with another major global truck manufacturer. The letter outlines a development agreement to deliver a joint demonstration vehicle designed to establish the technical and commercial viability of a jointly produced dual fuel vehicle with the possibility of formal contract and commercial production should the development project prove successful. The Board is also pleased to confirm that it is continuing its active discussions with Volvo and will update shareholders on further progress towards the formal contracts of both projects in due course. For further information:-
John Pettitt Peter Rowse
Charles Ryland Ben Willey Ben Romney
(Nominated Adviser and Broker) Freddy Crossley Michael Rowen Notes to Editors About Clean Air Power Clean Air Power is the developer and provider of Dual-Fuel* combustion technology for heavy duty diesel engines. Dual-Fuel* engines substantially cut fuel costs and carbon emissions without sacrificing the original engine's characteristic efficiency or reliability. Clean Air Power is well positioned to assist corporations and governments to deliver on their environmental commitments while at the same time reducing transport operators overheads. Initially founded in the USA in 1991, around £40m has been invested in developing the technology with the result that 63 patents are currently held or pending. The holding company of the Group is based in Bermuda with operational subsidiaries in the UK, the USA and Australia. The Group was admitted to the AIM market of the London Stock Exchange in February 2006. Further information on Clean Air Power is available at www.cleanairpower.com This information is provided by RNS The company news service from the London Stock Exchange END
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Hoping to see some positive news regarding Volvo in the next few weeks! Should make this baby rocket. - Anyone have any thoughts?
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| 09-10-09 | ||||
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Been keeping my eyes on these share for a while. High risk, but as proved today when positive news comes out look at the reaction! Popular theme too.. greener technology...might be worth a punt
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| 11-02-09 | ||||
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nice rise today keep going
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