TIDMTPS
RNS Number : 0791B
Turbo Power Systems Inc
30 March 2017
This announcement is released by Turbo Power Systems Inc and
contains inside information for the purpose of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Transaction, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of the Commission
Implementing Regulation (EU) 2016/1055, this announcement is being
made on behalf of the Company by the Board of the Company.
Turbo Power Systems Inc
("TPS" or the "Company")
Change of Ultimate Parent Company,
Board Changes,
Intention to Cancel Admission to AIM
and Termination of Strategic Review
Change of ultimate parent company
TPS, the innovative high-speed electrical machines and power
electronic systems provider, announces that it has been informed by
TWC3N Limited ("TWC3N"), a company controlled principally by
certain members of the Company's existing management team, that
TWC3N has acquired the entire issued and to be issued share capital
of TAO Sustainable Power Solutions (UK) Limited ("TAO UK") and
separately, TWC3N has also acquired all of the A Ordinary Shares of
0.1 pence each in the capital of Turbo Power Systems Limited
("TPSL"), the Company's subsidiary ("A Shares") (together, the
"Transaction").
TAO UK holds 2,982,444,445 Common Shares, representing 89.4% of
the issued share capital of the Company and has an outstanding loan
of GBP0.33 million to the Company (including accrued interest)
which accrues interest at 6% per annum, payable annually and is
repayable to TAO UK on 1 April 2018. TAO UK is the immediate
controlling entity of the Company.
The A Shares are convertible into an equal number of common
shares of no par value in the Company ("Common Shares") on request
by the holder, having given 61 days' notice. Further information
about the A Shares is provided in Note 9 'Share capital and other
reserves' of the Final Results for 2016 announced by the Company on
15 March 2017.
As a result of the Transaction, the ultimate parent undertaking
of the Company is now TWC3N. TWC3N has provided to the Company
assurances as to the ongoing financial support of the Company on a
basis similar to TAO UK and as set out in the announcement of the
Company's Final Results for 2016.
TWC3N is entirely owned by Carlos Neves, Chief Executive Officer
of the Company (26.5% voting rights of TWC3N), Charles Rendell,
Chief Financial Officer of the Company (26.5% voting rights of
TWC3N), Nigel Jakeman, Engineering and Business Development
Director of the Company (26.5% voting rights of TWC3N), and
Adderstone Group Limited, a group comprising a diverse range of
businesses involving property and investment within the UK, whose
Chief Executive Officer and Founder is Ian Baggett (20.5% voting
rights of TWC3N).
The below notifications, made in accordance with the
requirements of the EU Market Abuse Regulation, provide further
detail of the number of Common Shares and A Shares in the Company
indirectly purchased through the Transaction.
Board changes
Carlos Neves and Charles Rendell have been appointed as
executive Directors of the Company with immediate effect. Further
information on Carlos Neves and Charles Rendell is set out
below.
Ric Piper continues as Non-Executive Director of the Company and
has been appointed as Chairman of the Company with immediate
effect. He will continue to be Chairman of each of the Board's
Committees.
The three previous board representatives of TAO UK, Fernando
Senhora (who was TPS's Non- Executive Chairman), Livia Castro
(Non-Executive Director) and Rodrigo Lauria (Non-Executive
Director), have resigned as directors of the Company with immediate
effect. Fernando Senhora has also resigned as Director of TPSL.
Future plans, including trading on AIM
TWC3N has informed the Company that it wishes to work with it
following completion of the Transaction to develop a new five year
plan, building on the Company's sustained improvement in financial
performance over recent years and on the investments, relationships
and expertise of the Company in its core Rail, Industrial, Energy
and Defence markets. TWC3N has advised the Company that it is
committed to helping the Company to continue this progress.
The Company has on an ongoing basis assessed the benefits and
drawbacks to the Company and its Shareholders of retaining its
admission to AIM. Following the Transaction and consultation with
TWC3N, the Board now considers that seeking a cancellation of its
admission to AIM ("Cancellation") is in the best interests of the
Company and its shareholders as a whole. In reaching this
conclusion, the Board has considered the following key factors:
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which, in the Board's opinion, are
disproportionate to the benefits to the Company;
-- the free float and liquidity of the Common Shares is limited;
-- the AIM listing of the Common Shares does not, in itself,
offer investors the opportunity to trade in meaningful volumes or
with frequency within an active market. With little trading volume,
the Company's share price can move up or down significantly
following trades of small numbers of shares; and
-- due to the Company's limited liquidity in its shares and, in
practical terms, a small free float and market capitalisation,
continuing admission to trading on AIM no longer sufficiently
provides the Company with the advantages of providing access to
capital or enabling the Common Shares to be used to effect
acquisitions.
The Company intends to seek shareholders' approval of the
Cancellation at its annual general meeting ("AGM"), expected to be
held on 25 May 2017. Notice of the AGM will be posted to
shareholders in the coming weeks which will set out (amongst other
matters) further details of the Cancellation, the process to be
followed and the effect on shareholders of the Cancellation. TWC3N,
who following the Transaction hold 89.4% of the Company's issued
share capital, is supportive of the Cancellation and therefore it
is highly likely that the Cancellation will become effective
shortly after the AGM.
Following these changes, the Company has terminated the
Strategic Review.
Ric Piper, Chairman of the Company, commented that:
"I am pleased today to have been informed that outcome of the
Strategic Review is that the controlling interest in the Company
has been acquired by the team which has been responsible for the
Company's turnaround in recent years. No longer distracted by the
Strategic Review, TPS can focus solely on satisfying its customers'
requirements, producing world class products and on exploring the
opportunities we have for growth.
I am also pleased that TWC3N have undertaken to support the
Company in the same manner as TAO UK undertook to do previously,
and have received assurances as to their capacity to do so.
I believe that the Company is entering an exciting new phase and
welcome TWC3N as the Company's controlling shareholder."
Information on new directors required pursuant to the AIM Rules
for Companies
Mr Neves, aged 50, was appointed Chief Executive Officer of the
Company in July 2012. Mr Neves joined the Company as Chief
Financial Officer in September 2011. Prior to joining the Company,
he had worked in the energy industry for 19 years, most recently in
Corporate Planning for Cosan in Brazil. Prior to this he worked for
Exxon Mobil in Brazil and the USA. Mr Neves has extensive
experience at strategic planning, business analysis and financial
control in addition to sales and marketing.
Mr Rendell, aged 51, joined the Company in July 2011 and was
appointed Chief Financial Officer in July 2012. Prior to joining
the Company, he had worked in the technology industry for 20 years,
most recently as Chief Financial Officer of ARC International plc,
a UK listed company. Prior to this he worked for Argonaut Software
and Sega. Mr Rendell is a Chartered Accountant, qualifying with
KPMG in London.
Following the above appointments, the Board of Directors of the
Company will comprise of: two Executive Directors, being Mr Neves
and Mr Rendell, and one Independent Non-Executive Director being Mr
Piper (Chairman).
Both Mr Neves and Mr Rendell have an indirect beneficial
interest in both Common Shares and A Shares, through their
shareholdings in TWC3N Limited.
Mr Neves is currently a Director of TWC3N Limited, and three
subsidiaries of the Company; Intelligent Power Solutions Limited,
Turbo Power Development Limited and Nada Tech Limited. Mr Neves has
not held any other directorships or partnerships in the past five
years.
Mr Rendell as well as being a Director of TWC3N Limited, is
currently a Director of Vertizan Limited and its subsidiary,
Ramdomize Limited, a private company licencing software functional
testing tool suites. Mr Rendell has not held any other
directorships or partnerships in the past five years.
There are no further details in relation to the above
appointments which require disclosure pursuant to Rule 17 and
paragraph (g) of Schedule 2 of the AIM Rules for Companies.
For further information, please contact:
Turbo Power Systems Tel: +44 (0)191
Ric Piper, Chairman 482 9200
Carlos Neves, Chief Executive
Officer
Charles Rendell, Chief Financial
Officer
finnCap (NOMAD and broker) Tel: +44 (0)20
Henrik Persson, Emily Watts 7220 0500
Kreab (financial public relations) Tel: +44 (0)20
Robert Speed 7074 1800
Details of the person discharging managerial
responsibilities/person closely associated
--- --------------------------------------------------------------------------------
a) Name: TWC3N Limited
--- ----------------------------------------- -------------------------------------
Reason for the notification
--- --------------------------------------------------------------------------------
a) Position/status: Person closely associated
--- ----------------------------------------- -------------------------------------
b) Initial notification/Amendment: Initial notification
--- ----------------------------------------- -------------------------------------
Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- --------------------------------------------------------------------------------
a) Name: Turbo Power Systems Inc
--- ----------------------------------------- -------------------------------------
b) LEI: 213800CBEVZVUGAI9179
--- ----------------------------------------- -------------------------------------
Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- --------------------------------------------------------------------------------
a) Description of the financial instrument, Common shares of no par
type of instrument: value
Identification code: CA8999101030
--- ----------------------------------------- -------------------------------------
b) Nature of the transaction: Purchase of TAO Sustainable
Power Solutions (UK)
Limited whose Net Assets
include 2,982,444,444
Common Shares in the
Turbo Power Systems Inc.
--- ----------------------------------------- -------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
---------- --------------
N/A * 2,982,444,444
---------- --------------
--- ----------------------------------------- -------------------------------------
d) Aggregated information: Single transaction as
* Aggregated volume: in 4 c) above Price(s) Volume(s)
---------- --------------
N/A* 2,982,444,444
* Price: ---------- --------------
--- ----------------------------------------- -------------------------------------
e) Date of the transaction: 30 March 2017
--- ----------------------------------------- -------------------------------------
f) Place of the transaction: Off market transaction
--- ----------------------------------------- -------------------------------------
*There was no value directly attributable to the indirect
purchase of the Turbo Power Systems Inc Common Shares in the
purchase agreement so this field has been marked as Not-Applicable
("N/A"). The full consideration in respect of TWC3N's purchase of
TAO UK is GBP0.3m in cash.
Details of the person discharging managerial
responsibilities/person closely associated
--- ----------------------------------------------------------------------------------
a) Name: TWC3N Limited
--- ----------------------------------------- ---------------------------------------
Reason for the notification
--- ----------------------------------------------------------------------------------
a) Position/status: Person closely associated
--- ----------------------------------------- ---------------------------------------
b) Initial notification/Amendment: Initial notification
--- ----------------------------------------- ---------------------------------------
Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ----------------------------------------------------------------------------------
a) Name: Turbo Power Systems Inc
--- ----------------------------------------- ---------------------------------------
b) LEI: 213800CBEVZVUGAI9179
--- ----------------------------------------- ---------------------------------------
Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- ----------------------------------------------------------------------------------
a) Description of the financial instrument, A Ordinary Shares of
type of instrument: 0.1 pence each in Turbo
Identification code: Power Systems Limited
CA8999101030
--- ----------------------------------------- ---------------------------------------
b) Nature of the transaction: Purchase of A shares
--- ----------------------------------------- ---------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
------------ ------------
0.00112
pence
per share 892,777,778
------------ ------------
--- ----------------------------------------- ---------------------------------------
d) Aggregated information: Single transaction as
* Aggregated volume: in 4 c) above Price(s) Volume(s)
------------ ------------
0.00112
* Price: pence
per share 892,777,778
------------ ------------
--- ----------------------------------------- ---------------------------------------
e) Date of the transaction: 30 March 2017
--- ----------------------------------------- ---------------------------------------
f) Place of the transaction: Off market transaction
--- ----------------------------------------- ---------------------------------------
The total number of shares TWC3N Limited has an interest in,
following the above transaction, is 2,982,444,444 Common Shares,
representing 89.4% of the Company's current voting rights and
892,777,778 A Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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