Turbo Power Systems Inc.

Turbo Power Systems Inc.

June 16, 2010 06:00 ET

Turbo Power Systems Inc.: Completion of Investment

LONDON, UNITED KINGDOM--(Marketwire - June 16, 2010) - Turbo Power Systems Inc ("TPS") (TSX:TPS)(AIM:TPS), a leading UK based designer and manufacturer of innovative power solutions, is pleased to announce, following receipt of shareholder approval and admission to trading on AIM, the completion of the investment in TPS (the "Investment") made by TAO Sustainable Power Solutions (UK) Limited ("TAO"), a wholly-owned UK subsidiary of Vale Soluções em Energia S.A.

Under the terms of the Investment, TAO acquired 1,083,333,334 common shares (the "Shares") of TPS through a private placement at a subscription price of ₤0.006 per Share (Cdn.$0.009 per Share) for aggregate gross proceeds of ₤6.5 million (Cdn.$9.8 million).

The Shares represent approximately 55.2% of the issued and outstanding common shares of TPS on a fully diluted basis after giving effect to the Investment, including full conversion of outstanding A ordinary shares of Turbo Power Systems Limited, a UK incorporated subsidiary of TPS. The Shares issued to TAO are subject to a Canadian statutory hold period which expires on October 17, 2010.

The Shares have been admitted to trading on AIM. Approval has been received from Toronto Stock Exchange ("TSX") for the listing of the Shares on the TSX, subject to receipt of customary deliverables by the TSX, and listing is expected to occur on June 17, 2010.

TAO acquired the Shares for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership control or direction over common shares of TPS through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise.

Pursuant to the terms of the Investment, Douglas Clark, David Hawksworth and Graham Thornton have resigned from the board of directors of TPS (the "Board") and James Pessoa, Rodrigo Braga and Jim Vickerman have been appointed to the Board. Information on James Pessoa, Rodrigo Braga and Jim Vickerman pursuant to Schedule 2(g) of the AIM Rules for Companies is included in TPS' announcement of the Investment on May 21, 2010. In addition, as a result of the Investment, TPS' obligations in respect of its outstanding 2008 convertible loan notes have been settled in full.

In accordance with Canadian securities law requirements, upon acquisition of greater than 10% of the issued and outstanding shares of TPS, TAO is obliged to file an "early warning report" with the securities regulatory authorities. A copy of the early warning report has been filed on SEDAR and can be found at www.sedar.com.

TAO's registered offices are located at 45 Moorfields, London, United Kingdom EC2Y 9AE.

All figures converted into Canadian dollars were calculated based on the noon rate of exchange posted by the Bank of Canada for conversion of U.K. pound sterling into Canadian dollars on May 19, 2010, being the date prior to the date of the subscription agreement entered into between TAO and TPS in respect of the Investment. On May 19, 2010, ₤1 equalled Cdn. $1.5086.

Contact Information

  • Turbo Power Systems Inc.
    Richard Bayliss
    +44 (0)20 8564 4460
    Marc Young & Henrik Persson (Corporate Finance)
    +44 (0)20 7600 1658
    Stephen Norcross & Brian Patient (Corporate Broking)
    +44 (0)20 7600 1658