12th Aug 2015 08:49
LONDON (Alliance News) - Clean Air Power Ltd Wednesday said it has requested for its shares to be temporarily suspended after receiving expressions of interest from potential suitors which "may or may not lead to an offer for all or part of the group".
The developer of of compression-ignited natural gas systems and software for heavy duty vehicles launched a strategic review of the company in June, which is being led by KPMG, with the aim of identifying ways to secure the long-term financial stability of the company. This led to a number of parties expressing their interest in acquiring all or part of Clean Air Power.
On Wednesday, Clean Air Power said it is in "detailed discussions" about a possible sale, but said no deal has been finalised and no deal is assured.
"As the group's holding company is based in Bermuda, the board, as advised by KPMG, is considering the options which are available under Bermudan and local jurisdictions to execute a transaction given the pressing short-term financial constraints under which the group continues to operate," it said.
"In the circumstances the company has requested that trading in the company's shares on AIM be suspended pending the outcome of the discussions and resulting clarification of the company's financial position," the company added.
In addition, the company said President and Chief Executive John Pettitt and Chief Financial Officer Neill Skinner both have agreed to resign as directors of the Bermudan holding company, but will both remain as employees and continue to serve as directors in the UK and US, it said.
That is due to bye-laws in the company's Bermudan holding company which states there "must be a majority of directors on the board who are non-resident in the UK for tax purposes".
Earlier in August, Non-Executive Directors Ulrich Wöhr and Karl-Viktor Schaller resigned from the board, meaning the non-UK majority was no longer in place.
Clean Air said it does not believe it would be "practical" to replace the two directors, especially whilst the strategic review is still underway, and therefore Pettitt and Skinner have agreed to resign from the board to regain the non-UK majority.
"Therefore, in order to preserve the required majority, and thus ensure ongoing compliance with the Bye-Laws, the board agreed that Mr Pettitt and Mr Skinner will resign as directors of the company with immediate effect," said Clean Air Power.
"Mr Pettitt and Mr Skinner will remain employees and will provide full support to the board as the strategy review process is concluded and will continue to serve as directors of the US and UK subsidiary companies," it added.
By Joshua Warner; [email protected]; @JoshAlliance
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