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(THAL.L) Thalassa Holdings Ltd Buy/Sell
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| Date/Time | Headline | Source |
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| 17-03-10 | RNS |
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RNS Number : 7612I Renewable Power and Light Plc 17 March 2010 17 March 2010 Renewable Power & Light plc Response to Thalassa Announcement & Requisition of General Meeting The board of Renewable Power & Light plc ("RPL" or the "Company") notes the announcement made today on 17th March 2010, by Thalassa Holdings Limited (the "Thalassa Announcement") and confirms that it received after business hours yesterday on 16th March 2010 at its registered office a letter enclosing the requisition of general meeting and members' statement of Thalassa Holdings Limited and CityPoint Holdings Limited (together, "Thalassa") reproduced in the Thalassa Announcement. The Company will make a further announcement in due course but feels compelled initially to comment on what the board believes to be certain inaccuracies and misleading statements and omissions contained in the Thalassa Announcement. The Competing Offer The Thalassa Announcement states that Thalassa's proposal to replace the board of RPL was reached following the Company's general meeting on 15 February 2010, "most importantly because the board of RPL failed to inform shareholders that they had received, prior to that general meeting, a competing and substantially higher offer for RPL's US subsidiary, at a 100,000% premium to the $1 price that the board of RPL was recommending" (the "Competing Offer").
The headline consideration in the Competing Offer was stated to be "not less than $1,001"; hence the factual, but sensationalist, reference to the "100,000% premium" in the Thalassa Announcement, but which in the board's view misleads shareholders as to the true economic effect of the Competing Offer when compared to the True North transaction. This proposed $1,000 increase in the cash consideration was only a fraction of the amount the Company would have had to incur in considering, negotiating, executing and potentially seeking shareholder approval for the Competing Offer. Moreover, the Competing Offer was not legally binding and subject to certain conditions. Therefore the statement in the members' statement that the Competing Offer was "on exactly the same terms" as the transaction with True North is false and misleading. The terms of the True North transaction included detailed provisions on how existing contractual liabilities of RPL Holdings were to be dealt with, which was the key aspect of the transaction, not the value of the cash consideration. Taking into account the significant additional costs and time lag involved, as well as the uncertainty of the outcome of the Competing Offer, the RPL board concluded that the Competing Offer was not in the best interests of shareholders as a whole. The board did not therefore breach in any way its fiduciary duties as directors, contrary to the assertion made in the members' statement. Adoption of New Investing Policy The Thalassa Announcement contains a resolution purporting to approve a new investing policy in generic terms and which does not comply with the AIM Rules. The AIM Rules provide that the investing policy must be sufficiently precise and detailed to allow the assessment of it, and, if applicable, the significance of any proposed changes to the policy. It must contain at a minimum:
The Company will therefore be requesting from Thalassa further details of their proposed investing policy prior to convening the meeting as set out in the requisition, in order that it contains sufficient information to comply with the AIM Rules and in order to save the costs of having a further meeting of shareholders to propose a new investing policy. Timing & Thalassa Delay
The board have been aware of this impending deadline under AIM Rule 40 and the need for the Company to consider proposals from Thalassa for a new investing policy as soon as possible following the voting down of the True North transaction in order to preserve shareholder value as every month with no progress made towards implementing a shareholder approved investing policy reduces available time and resources. Accordingly, as set out in the Company's announcement on 15 February, a letter to Thalassa on 19 February and thereafter, the Company has made numerous requests of Thalassa and its advisers to provide proposals for a new investing policy and invited Mr Soukop to meet with the board following its board meeting taking place on 18 March 2010. Prior to the Thalassa Announcement, the board were led to believe by Thalassa's advisers that substantive proposals would be forthcoming on a new investing policy and that Mr Soukop would accept the Company's invitation. It now appears to the board that this was not the case. The Company notes in this regard the (incorrect) date on the members' statement as being 19 February 2010 (rather than 15 March 2010). It is clear from the Thalassa Announcement that its course of action has been known since immediately following the general meeting on 15 February 2010. The rationale for this delay is unclear. The Board is concerned that the extensive delay in approving and implementing a new investing policy may lead to a point when the AIM Rules will no longer apply to the Company, to the detriment of minority shareholders in the Company. A further announcement will be made as and when appropriate. For further information, please contact: Renewable Power & Light plc
Grant Thornton Corporate Finance - Nomad and Financial Adviser
This information is provided by RNS The company news service from the London Stock Exchange END
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| 17-03-10 | RNS |
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RNS Number : 6980I Thalassa Holdings Limited 17 March 2010 Thalassa Holdings Ltd ("the Company", Ticker THAL.L ) Update on investment in Renewable Power & Light plc ("RPL", Ticker RPL.L) The Boards of the Company and CityPoint Holdings Ltd (*CPH*) confirm that they have issued a 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, in summary, the following resolutions:-
The Company and CPH would welcome potential nominations for RPL directors from existing shareholders.
The proposal to replace the current board of RPL was reached following the voting down of all the resolutions proposed by the board of RPL at the general meeting held on 15 February 2010 and, most importantly, because the board of RPL failed to inform shareholders that they had received, prior to the that general meeting, a competing and substantially higher offer for RPL's US subsidiary, at a 100,000% premium to the $1 price that the board of RPL was recommending. 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:
Thalassa Holdings Ltd
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: 15 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:
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 February 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:
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:
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.
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.
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. Discontinuation of the Company's current Investment Strategy At a general meeting of the Company held on 19 August 2009, Shareholders approved an investment strategy which was to be implemented following the disposal of the Company's bio-diesel plants. The strategy had three key elements: the execution of the asset sale processes; an orderly realisation of the net value of the remaining business; and, allowing for the remaining liabilities of the Company and the ongoing working capital requirements, the return of surplus capital to shareholders. Following the sale of the Biodiesel Equipment announced on 18 November 2009 and the Second Return of Capital announced on 9 December 2009, this strategy had been substantially completed. The Company's proposal to sell its US subsidiary was voted down by the shareholders on 15 February 2010 as described above. A continuation of the current investing strategy clearly does not have the support of shareholders and, in the view of the Requisitioning Directors, is not the route to maximise shareholder value. Adoption of the New Investment Strategy The proposed new investment strategy is that the Company become an investment company which shall seek to acquire or invest in one or more opportunities which the newly appointed board consider to be undervalued or to have potential growth prospects. This strategy may involve the acquisition of a single business, which would be viewed as a reverse takeover under the AIM Rules and, accordingly, be subject to approval by the Company's shareholders. 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.
This information is provided by RNS The company news service from the London Stock Exchange END
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| 12-02-10 | RNS |
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RNS Number : 1058H Thalassa Holdings Limited 12 February 2010 Thalassa Holdings Ltd ("the Company", Ticker THAL.L ) Update on investment in Renewable Power & Light plc ("RPL", Ticker RPL.L) Following the announcement on 19 January 2010 regarding the acquisition of 29.8% of the outstanding shares of RPL by the Company and CityPoint Holdings Ltd ("CPH") and with reference to RPL's circular posted on 27 January 2010 in which RPL is seeking, among other things, shareholders approval for the sale of its US subsidiary, the Boards of the Company and CPH wish to clarify their voting intentions. The Company and CPH confirm that they have instructed their proxy to vote AGAINST ALL proposed resolutions in respect of, in aggregate, 26,487,430 Ordinary Shares held by them at the General Meeting scheduled for 15 February 2010 and as set out in the Notice of Meeting dated 27 January 2010. As a direct result of lack of information in the circular from RPL to all shareholders, the Company and CPH did not believe they were able to make a properly informed decision on the proposed resolutions based on the information provided in RPL's circular. Consequently, the Company and CPH have signed a non-disclosure agreement with RPL on 1 February 2010 under the terms of which RPL has disclosed certain financial information relating to the NAV of RPL pre and post the proposed disposal of RPL's US subsidiary. The Boards of the Company and of CPH therefore believed it would be in the best interest of all the shareholders of RPL to be in receipt of the same relevant information. Commenting, Duncan Soukup, Chairman of the Company and CPH stated: "We have voted AGAINST the disposal of RPL's US subsidiary as it will reduce the unaudited cash position of RPL of $5 million, as stated in its announcement of today, by $1.513 million, which represents 30% of RPL's unaudited cash position, to $3.487 million (equivalent to approximately 2.52 pence per Ordinary Share). As the holders of 29.8% of the equity of RPL it is our opinion that there is more potential value in keeping RPL running than there is in liquidating assets in this way and distributing them to shareholders." "It is also therefore our intention to vote against any further distribution of cash to shareholders. Given that any such distribution would require a special resolution (requiring a 75% majority) the Company and CPH have the ability to veto any such proposal." "We will also be seeking Board representation to formulate, with current or new Board members, a revised strategy to create and grow shareholder value." Contact:
Thalassa Holdings Ltd
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. This information is provided by RNS The company news service from the London Stock Exchange END
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| 11-02-10 | RNS |
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RNS Number : 0230H Thalassa Holdings Limited 11 February 2010 Thalassa Holdings Ltd ("the Company") Loan to the Company Duncan Soukup has made a further loan to the Company, the principal terms of which are set out below:-
The loan is secured on all investment assets held by the Company and its subsidiaries. The purpose of the loan is to provide additional investment capital to the Company and its subsidiaries at a time when the Board believes the current market conditions provide access to, in its opinion, a number of undervalued investment opportunities. The loan from Mr Soukup is a related party transaction pursuant to AIM Rule 13. The directors of the Company, with the exception of Mr Soukup, consider, having consulted with Daniel Stewart & Company plc, the Company's Nominated Adviser, that the terms of the loan are fair and reasonable insofar as the Company's shareholders are concerned. Mr Soukup also has two further loans outstanding to the Company of which the capital total is USD$700,619. Contact:
Thalassa Holdings Ltd
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. This information is provided by RNS The company news service from the London Stock Exchange END
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their seems to be something going on with these guys & RPL.L too?
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me too - any idea where you can find more info?
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That is currently unlisted. This move may be part of the process to relist the company. I was a shareholder when it was called Bella Media.
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They have not been approved or issued by Interactive Investor Trading Limited.
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