Turbo Power Systems Inc ( TPS or the Company )

Transcription

1 TURBO POWER SYSTEMS Press Release 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 0.33 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 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 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 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).

2 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 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

3 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 Mr Neves joined the Company as Chief Financial Officer in September 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 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 Ric Piper, Chairman Carlos Neves, Chief Executive Officer Charles Rendell, Chief Financial Officer Tel: +44 (0) finncap (NOMAD and broker) Henrik Persson, Emily Watts Tel: +44 (0) Kreab (financial public relations) Robert Speed Tel: +44 (0) Details of the person discharging managerial responsibilities/person closely associated a) Name: TWC3N Limited

4 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: CBEVZVUGAI9179 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, type of instrument: Identification code: Common shares of no par value CA 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) d) Aggregated information: Aggregated volume: Price: N/A * 2,982,444,444 Single transaction as in 4 c) above Price(s) e) Date of the transaction: 30 March 2017 Volume(s) N/A* 2,982,444,444 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 0.3m 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: CBEVZVUGAI9179 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, type of instrument: Identification code: A Ordinary Shares of 0.1 pence each in Turbo Power Systems Limited CA

5 b) Nature of the transaction: Purchase of A shares c) Price(s) and volume(s): Price(s) Volume(s) ,777,778 pence per share d) Aggregated information: Single transaction as in 4 c) above Aggregated volume: Price(s) Volume(s) Price: ,777,778 pence per share 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.