7th Jun 2007 14:19
Turbo Power Systems Inc07 June 2007 7th June 2007 Turbo Power Systems Inc Issue of equity Turbo Power Systems Inc. ("the Company" or "TPS") the innovative powergeneration and conditioning equipment supplier, is today pleased to announce theplacing of 44,450,000 new Common Shares of no par value ("Placing Shares") at aprice of 9 pence per Placing Share with institutional and other investors toraise approximately £4.0 million (approximately £3.9 million after expenses)(the "Placing"). As announced on 15 May 2007, the Company has had an encouraging start to 2007with further increases in production revenue reported for the first quarter andthe announcement of significant contract wins on the Chicago Transit Authorityand Toronto Transit Commission rail programmes. These and other recent contractwins demonstrate that TPS is gaining significant sales traction in the rail andaerospace markets, underpinned by a strong pipeline of future opportunities. The net funds raised from the Placing will be used as follows: - to satisfy the additional working capital requirements resulting from recent and anticipated future contract wins; - to invest in additional engineering capacity to fulfil existing and anticipated development commitments; and -to make additional investments in sales and marketing to ensure that the necessary expertise and sales support exists to fully exploit the new opportunities that exist in the Company's target markets. The remainder of the new funds raised in the Placing will add further strengthto the Company's balance sheet and the Directors believe that the Company is nowfully funded according to its current forecasts. The Placing is conditional on admission of the Placing Shares to AIM("Admission"). Application will be made to the London Stock Exchange for thePlacing Shares to be admitted to trading on AIM and it is anticipated thatdealings in the Placing Shares will commence on 13 June 2007. The Placing Shareshave been issued credited as fully paid and will rank pari passu in all respectswith the existing Common Shares in the Company, including the right to receiveall dividends and other distributions declared or paid thereon followingAdmission. The Placing Shares will represent approximately 14.0 per cent. of theenlarged issued share capital of the Company immediately following Admission. Commenting on the placing, Michael Hunt, Chief Executive Officer of Turbo PowerSystems, said "Since the beginning of the year we have received significantadditional interest from the investment community and are delighted to haveattracted this new institutional investment. The new funds raised will allow theCompany to meet its additional working capital requirements and further investin engineering and sales & marketing. This Placing combined with the move to newpremises means that we will have the production capacity and balance sheetstrength required to service our expanding OEM customer base." Michael Hunt, CEO, and Stephen Sadler, CFO, will hold a conference call to answer any questions from investors that were unable to attend the AGM at 3:00pm UK time (10:00am EST) today using the dial in number +44 20 8974 7900 from the UK and 1888 294 0122 from Canada. The pin code for the call from all locations is 681981. For further information, please contact: Turbo Power Systems Inc Tel: +44 (0)20 8564 4460Michael Hunt, Chief ExecutiveStephen Sadler, Chief Financial Officer Gavin Anderson & Company (PR) Tel: +44 (0)20 7554 1400Ken CroninMichael Turner KBC Peel Hunt Tel: +44 (0)20 7418 8900Oliver ScottGordon Suggett Company Website: www.turbopowersystems.com About Turbo Power Systems Turbo Power Systems develops innovative products for power generation and powerconditioning. The Group was established in 1993 as a spin-off from ImperialCollege, London and was floated on the London stock exchange in July 2000 andsoon after obtained a secondary listing in Toronto. In July 2001, the Groupacquired Intelligent Power Systems Limited (I-Power) specialising in powerelectronics. FORWARD LOOKING STATEMENTS This announcement may contain forward-looking statements, including, withoutlimitation, statements containing the words "believes", "anticipates","expects", and similar expressions. Such forward-looking statements involveunknown risks, uncertainties and other factors which may cause the actualresults, financial condition, performance or achievements of the Company, orindustry results, to be materially different from any future results,performance or achievements expressed or implied by such forward-lookingstatements. Given these uncertainties, prospective investors are cautioned notto place any undue reliance on such forward-looking statements. The Companydisclaims any obligation to update any such forward-looking statements in thisannouncement to reflect future events or developments. The Placing Shares referred to in this announcement have not been and will notbe registered under the US Securities Act and may not be offered or sold in theUnited States except pursuant to an exception from, or a transaction not subjectto, the requirements of the US Securities Act. There will be no public offer ofthe Placing Shares in the United Kingdom, United States of America or elsewhere. APPENDIX 1 TERMS AND CONDITIONS OF THE PLACING For Invited Placees only - Important Information 1. Eligible Participants This Appendix, including the terms and conditions of the Placing set out below,is directed only at persons who are FSMA Qualified Investors. In this Appendix "you" or "Placee" means any person who is or becomes committedto subscribe for Placing Shares under the Placing. Members of the public are not eligible to take part in the Placing. 2. Overseas jurisdictions The distribution of this announcement and the Placing and/or issue of ordinaryshares in certain other jurisdictions may be restricted by law. No action hasbeen taken by the Company or KBC Peel Hunt that would permit an offer ofordinary shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such ordinary shares in anyjurisdiction where action for that purpose is required. FSMA Qualified Investorswho seek to participate in the Placing must inform themselves about and observeany such restrictions. In particular, this announcement does not constitute anoffer to sell or issue or the solicitation of an offer to buy or subscribe forordinary shares in the capital of the Company in the United States, Canada,Japan or Australia or in any other jurisdiction in which such offer orsolicitation is or would be unlawful. The Placing Shares have not been and willnot be registered under the US Securities Act or under the securities laws ofany State or other jurisdiction of the United States, and, subject to certainexceptions, may not be offered or sold, resold or delivered, directly orindirectly in or into the United States, or to, or for the account or benefitof, any US persons (as defined in Regulation S under the US Securities Act). Nopublic offering of the Placing Shares is being made in the United States. Nomoney, securities or other consideration from any person inside the UnitedStates is being solicited pursuant to this announcement or the Placing. 3. Placing This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. KBC Peel Hunt will arrange the Placing as agent for and on behalf of theCompany. KBC Peel Hunt will determine in its absolute discretion the extent ofeach Placee's participation in the Placing, which will not necessarily be thesame for each Placee. No commissions will be paid to or by Placees in respect oftheir agreement to subscribe for any Placing Shares. Each Placee will be required to pay to KBC Peel Hunt, on the Company's behalf,the Placing Price as the subscription sum for each Placing Share agreed to besubscribed by it under the Placing in accordance with the terms set out in thisAppendix. Each Placee's obligation to subscribe and pay for Placing Shares underthe Placing will be owed to each of the Company and KBC Peel Hunt. Each Placeewill be deemed to have read this announcement in its entirety. To the fullestextent permitted by law and applicable FSA rules, neither KBC Peel Hunt nor anyother KBC Person shall have any liability to Placees or to any person other thanthe Company in respect of the Placing. 4. Participation and settlement Participation in the Placing is only available to persons who are invited toparticipate in it by KBC Peel Hunt. A Placee's commitment to subscribe for a fixed number of Placing Shares underthe Placing will be agreed orally with KBC Peel Hunt. Such agreement willconstitute a legally binding commitment on your part to subscribe for thatnumber of Placing Shares at the Placing Price on the terms and conditions setout or referred to in this Appendix and subject to the Company's memorandum andarticles of association. After such agreement is entered into a writtenconfirmation will be dispatched to you by KBC Peel Hunt confirming the number ofPlacing Shares that you have agreed to subscribe, the aggregate amount you willbe required to pay for those Placing Shares and settlement instructions. It isexpected that such written confirmations will be despatched on the date of thisannouncement, that the "trade date" for settlement purposes will be 12 June 2007and the "settlement date" will be 13 June 2007. A settlement instruction form will accompany each written confirmation and, onreceipt, should be completed and returned to Jamie Reynolds at KBC Peel Hunt byfax on 020 7972 0112 by 3.00 p.m. on 8 June 2007. Settlement of transactions in the Placing Shares (ISIN: CA8999101030) will takeplace within the CREST system, subject to certain exceptions, on a "deliveryversus payment" (or "DVP") basis. You should settle against CREST ID: 546. KBCPeel Hunt reserves the right to require settlement for and delivery of anyPlacing Shares to any Placees by such other means that it deems appropriate ifdelivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this announcement or would not be consistentwith the regulatory requirements in any Placee's jurisdiction. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the written confirmation is copied and delivered immediately to theappropriate person within that organisation. 5. No Prospectus No prospectus has been or will be submitted for approval by the FSA in relationto the Placing or the Placing Shares. Placees' commitments in respect of PlacingShares will be made solely on the basis of the information contained in thisannouncement and on the terms contained in it. 6. Placing Shares The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares. Application will be made for the admission of the Placing Shares to trading onAIM. It is expected that Admission will take place, and dealings in the PlacingShares will commence, on 13 June 2007. 7. Placing Agreement KBC Peel Hunt has today entered into the Placing Agreement with the Companyunder which KBC Peel Hunt has, on the terms and subject to the conditions setout in the Placing Agreement, agreed to use its reasonable endeavours as agentof the Company to procure subscribers for Placing Shares at the Placing Price. 8. Placing conditions The Placing is conditional, inter alia, on (a) the Placing Agreement not beingterminated in accordance with its terms, (b) Admission taking place not laterthan 8.00 a.m. on 13 June 2007, and (c) the Placing Agreement becomingunconditional in all other respects. KBC Peel Hunt reserves the right (with the agreement of the Company) to waive orextend the time and or date for the fulfilment of any of the conditions in thePlacing Agreement to a time no later than 8.00 am on 20 June 2007 ("the LongStop Date"). If any condition in the Placing Agreement is not fulfilled or waived by KBC PeelHunt by the relevant time, the Placing will lapse and your rights andobligations pursuant to the Placing shall cease and terminate at such time. The Placing Agreement may be terminated by KBC Peel Hunt at any time prior toAdmission in certain circumstances including, inter alia, following a materialbreach of the Placing Agreement by the Company or the occurrence of certainforce majeure events. The exercise of any right of termination pursuant to thePlacing Agreement, any waiver of any condition in the Placing Agreement and anydecision by KBC Peel Hunt whether or not to extend the time for satisfaction ofany condition in the Placing Agreement or otherwise in respect of the Placingshall be within KBC Peel Hunt's absolute discretion. KBC Peel Hunt shall have noliability to you in the event of any such termination, waiver or extension or inrespect of any decision whether to exercise any such right of termination,waiver or extension. 9. Payment default Your entitlement to receive any Placing Shares will be conditional on KBC PeelHunt's receipt of payment by the relevant time to be stated in the writtenconfirmation referred to above, or by such later time and date as KBC Peel Huntmay in its absolute discretion determine. KBC Peel Hunt may, in its absolutediscretion, waive such condition, and shall not be liable to you in the event ofit deciding whether to waive or not to waive such condition. If you fail to make such payment by the required time for any Placing Shares (1)the Company may release itself (if it decides, at its absolute discretion, to doso) and will be released from all obligations it may have to allot and/or issueany such Placing Shares to you or at your direction which are then unallottedand/or unissued, (2) the Company may exercise all rights of lien, forfeiture andset-off over and in respect of any such Placing Shares to the fullest extentpermitted under its articles of association or otherwise by law and to theextent that you then have any interest in or rights in respect of any suchshares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each ofthem is irrevocably authorised by you to do so) all or any of such shares onyour behalf and then retain from the proceeds, for the account and benefit ofthe Company or, where applicable, KBC Peel Hunt (i) any amount up to the totalamount due to it as, or in respect of, subscription monies, or as interest onsuch monies, for any Placing Shares, (i) any amount required to cover any stampduty or stamp duty reserve tax arising on the sale, and (iii) any amountrequired to cover dealing costs and/or commissions necessarily or reasonablyincurred by it in respect of such sale, and (4) you shall remain liable to theCompany and to KBC Peel Hunt for any loss which it may suffer as a result of it(i) not receiving payment in full for such Placing Shares by the required time,and/or (ii) the sale of any such Placing Shares to any other person at whateverprice and on whatever terms are actually obtained for such sale by or for it.Interest may be charged in respect of payments not received by KBC Peel Hunt forvalue by the required time referred to above at the rate of two percentagepoints above the base rate of Barclays Bank plc. 10. Placees' warranties and undertakings to the Company and KBC Peel Hunt By agreeing with KBC Peel Hunt to subscribe Placing Shares under the Placing youwill irrevocably acknowledge and confirm and warrant and undertake to, and agreewith, each of the Company and KBC Peel Hunt, in each case as a fundamental termof your application for Placing Shares and of the Company's obligation to allotand/or issue any Placing Shares to you or at your direction, that: (a) you agree to and accept all the terms set out in this announcement; (b) your rights and obligations in respect of the Placing will terminate only inthe circumstances described in this announcement and will not be capable ofrescission or termination by you in any circumstances; (c) this announcement, which has been issued by the Company, is the soleresponsibility of the Company; (d) you have not been, and will not be, given any warranty or representation inrelation to the Placing Shares or to the Company or to any other member of itsGroup in connection with the Placing, other than by the Company as included inthis announcement or to the effect that the Company is not now in breach of itsobligations under the London Stock's Exchange's AIM Rules for Companies todisclose publicly in the correct manner all such information as is required tobe so disclosed by the Company; (e) you have not relied on any representation or warranty in reaching yourdecision to subscribe Placing Shares under the Placing, save as given or made bythe Company as referred to in the previous paragraph; (f) you are not a customer of KBC Peel Hunt in relation to the Placing and KBCPeel Hunt is not acting for you in connection with the Placing and will not beresponsible to you in respect of the Placing for providing protections affordedto its customers; (g) you have not been, and will not be, given any warranty or representation byany KBC Person in relation to any Placing Shares or the Company or any othermember of its Group; (h) you will pay the full subscription amount as and when required in respect ofall Placing Shares allocated to you in accordance with such terms and will doall things necessary on your part to ensure that payment for such shares andtheir delivery to you or at your direction is completed in accordance with thestanding CREST instructions (or, where applicable, standing certificatedsettlement instructions) that you have in place with KBC Peel Hunt or put inplace with KBC Peel Hunt with its agreement; (i) you are entitled to subscribe for Placing Shares under the laws of allrelevant jurisdictions which apply to you and you have complied, and will fullycomply, with all such laws (including where applicable, the Anti-Terrorism,Crime and Security Act 2001, the Proceeds of Crime Act 2002, and the MoneyLaundering Regulations 2003) and have obtained all governmental and otherconsents (if any) which may be required for the purpose of, or as a consequenceof, such subscription, and you will provide promptly to KBC Peel Hunt suchevidence, if any, as to the identity of any person which it may request from you(for the purpose of its complying with such Regulations or otherwise inconnection with your participation in the Placing) in the form and mannerrequested by KBC Peel Hunt on the basis that any failure by you to do so mayresult in the number of Placing Shares that are to be allotted and/or issued toyou or at your direction pursuant to the Placing being reduced to such number,or to nil, as KBC Peel Hunt may decide at its sole discretion; (j) you have complied and will comply with all applicable provisions of the FSMAwith respect to anything done or to be done by you in relation to any PlacingShares in, from or otherwise involving the United Kingdom and you have not madeor communicated or caused to be made or communicated, and you will not make orcommunicate or cause to be made or communicated, any "financial promotion" inrelation to Placing Shares in contravention of section 21 of FSMA; (k) you are a FSMA Qualified Investor; (l) you are acting as principal only in respect of the Placing or, if you areacting for any other person in respect of the Placing (1) you are both an"authorised person" for the purposes of FSMA and a "qualified investor" asdefined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the ProspectusDirective) acting as agent for such person, and (2) such person is either (i) aFSMA Qualified Investor or (ii) a "client" (as defined in section 86(2) of FSMA)of yours that has engaged you to act as his agent on terms which enable you tomake decisions concerning the Placing or any other offers of transferablesecurities on his behalf without reference to him; (m) nothing has been done or will be done by you in relation to the Placing orto any Placing Shares that has resulted or will result in any person beingrequired to publish a prospectus in relation to the Company or to any ordinaryshares in accordance with FSMA or the UK Prospectus Rules or in accordance withany other laws applicable in any part of the European Union or the EuropeanEconomic Area; (n) you are not, and are not acting in relation to the Placing as nominee oragent for, a person who is or may be liable to stamp duty or stamp duty reservetax in respect of any agreement to acquire (or any acquisition of) shares orother securities at a rate in excess of 0.5% (including, without limitation,under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositaryreceipts and clearance services), and the allocation, allotment, issue and/ordelivery to you, or any person specified by you for registration as holder, ofPlacing Shares will not give rise to a liability under any such section; (o) you will not treat any Placing Shares in any manner that would contraveneany legislation applicable in any territory or jurisdiction and no aspect ofyour participation in the Placing will contravene any legislation applicable inany territory or jurisdiction in any respect or cause the Company or KBC PeelHunt to contravene any such legislation in any respect; (p) (applicable terms and expressions used in this paragraph have the meaningsthat they have in Regulation S made under the US Securities Act) (1) none of thePlacing Shares has been or will be registered under the US Securities Act, (2)none of the Placing Shares may be offered, sold, taken up or delivered, directlyor indirectly, into or within the United States except pursuant to an exemptionfrom, or in transactions not subject to, the registration requirements of the USSecurities Act, (3) you are not within the United States and you are not a USperson, (4) you have not offered, sold or delivered and will not offer sell ordeliver any of the Placing Shares to persons within the United States, directlyor indirectly, (5) neither you, your affiliates, nor any persons acting on yourbehalf, have engaged or will engage in any directed selling efforts with respectto the Placing Shares, (6) you will not be subscribing Placing Shares with aview to resale in or into the United States, and (7) you will not distribute anyoffering material relating to Placing Shares, directly or indirectly, in or intothe United States or to any persons resident in the United States; (q) KBC Peel Hunt may (at its absolute discretion) satisfy its obligations toprocure Placees by itself agreeing to become a Placee in respect of some or allof the Placing Shares or by nominating any other KBC Person or any personassociated with any KBC Person to do so; (r) time is of essence as regards your obligations under this Appendix; (s) you shall indemnify and hold each of the Company and KBC Peel Hunt harmless,on an after tax basis, from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach by you of the terms in this Appendix; (t) this Appendix and any contract which may be entered into between you and KBCPeel Hunt and/or the Company pursuant to it or the Placing shall be governed byand construed in accordance with the laws of England, for which purpose yousubmit to the exclusive jurisdiction of the courts of England and Wales asregards any claim, dispute, or matter arising out of or relating to thisAppendix or such contract, except that each of the Company and KBC Peel Huntshall have the right to bring enforcement proceedings in respect of anyjudgement obtained against you in the courts of England and Wales in the courtsof any other relevant jurisdiction; and (u) nothing in this Appendix shall exclude any liability of any person for fraudon its part. All times and dates in this announcement are subject to amendmentat the discretion of KBC Peel Hunt, except that in no circumstances will thedate scheduled for Admission be later than the Long Stop Date. None of yourrights or obligations in respect of the Placing is conditional on any otherperson agreeing to subscribe any Placing Shares under the Placing and no failureby any other Placee to meet any of its obligations in respect of the Placingshall effect any of your obligations in respect of the Placing. APPENDIX 2 DEFINITIONS "Admission" the admission of Placing Shares to trading on AIM "AI the London Stock Exchange's rules for companies relating to AIM titled "AIM Rules for Companies" "Board" the Company's board of directors " "Company" Turbo Power Systems Inc "Directors" the directors of the Company "Existing Ordinary Shares Common Shares in issue on the date of this announcement "FSA" the Financial Services Authority "FSMA" the Financial Services and Markets Act 2000 "FSMA Qualified Investor" a person who is a "qualified investor" as referred to at section 86(7) of FSMA and at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA "Group" the group of which the Company is the parent and its subsidiary undertakings are members "KBC Peel Hunt" KBC Peel Hunt Ltd "KBC Person" any person being (i) KBC Peel Hunt, (ii) an undertaking which is a subsidiary undertaking of KBC Peel Hunt, (iii) a parent undertaking of KBC Peel Hunt or (other than KBC Peel Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person "Ordinary Shares" common shares of no par value in the Company "Placees" persons who agree to subscribe Placing Shares pursuant to the Placing "Placing" the proposed conditional placing of Placing Shares pursuant to the Placing Agreement "Placing Agreement" the conditional placing agreement relating to the Placing between the Company and KBC Peel Hunt dated the same date as this announcement "Placing Price" 9 pence per Placing Share "Placing Shares" new Common Shares to be made available for subscription under the Placing "Shareholders" holders of Common Shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "United States" the United States of America, its territories and possessions, any State of the United States and the District of Columbia "US Securities Act" the US Securities Act of 1933 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
TPS.L