Turbo Power Systems Inc.

Turbo Power Systems Inc.

May 25, 2012 08:27 ET

Turbo Power Systems Inc.: Result of Annual and Special General Meeting

CALGARY, ALBERTA--(Marketwire - May 25, 2012) - Turbo Power Systems Inc (TSX:TPS) (AIM:TPS) ("TPS", the "Company"), a leading UK based designer and manufacturer of innovative power solutions, announces that at the Annual and Special General Meeting held this morning, all resolutions set out and described in the circular posted to shareholders on 2 May 2012 were passed.

Unless otherwise stated, all defined terms are as set out in that Circular and the announcement of the same date.

Application has been made for the 1,899,111,111 new common shares in the Company issued to Tao pursuant to the Conversion to be admitted to trading on AIM. These new common shares will rank pari passu with existing common shares of the Company and dealings in the new common shares are expected to commence on 28 May 2012. Subsequent to the Conversion, £1,020,000 of the Loan will remain repayable on demand. Tao and TPS have agreed to amend the terms of this amount so as to be repayable on 1 April 2014. The total amount repayable on 1 April 2014 therefore amounts to £2,820,000. No other terms of the Loan, as previously announced, have been amended.

The Company is also pleased to welcome Peter Brown and Paul Newall to the board of directors ("the Board"). Information required pursuant to Schedule 2(g) of the AIM Rules for Companies in respect of Mr Brown and Mr Newall were included in the announcement of 2 May 2012.

The Board believe that the measures approved by Shareholders today address the principal concerns raised by the Toronto Stock Exchange. The Board will meet to seek to conclude upon the basis of the Consolidation. A further announcement will be made in the coming days.

Tao, which holds 75.4% of the issued share capital of the Company, is a related party for the purposes of the AIM Rules for Companies ("AIM Rules") and the agreement to amend the remaining proportion of the Loan as set out above therefore constitutes a related party transaction for the purpose of the AIM Rules. The Company's independent director considers, having consulted with finnCap Ltd, the Company's nominated adviser, that the terms of the transaction being entered are fair and reasonable insofar as the Company's shareholders are concerned.

James Pessoa, Chairman of the Board, commented that: "I am pleased that the resolutions have been approved by our shareholders and that Tao have agreed to the amendment to extend the term of the remaining Loan, which together strengthen the Company's balance sheet. We continue to work to secure further funding for the Company to support its working capital needs at this exciting time and look forward to making further announcements in this regard."

As a consequence of the Conversion, the Company's issued capital will now comprise 3,336,865,922 common shares of no par value each. There are no ordinary shares held in Treasury. Therefore the total number of voting rights on completion of the Investment will be 3,336,865,922.

The above figure of 3,336,865,922 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

Contact Information

  • Turbo Power Systems Inc.
    Peter Brown
    Chief Executive Officer
    +44 (0)20 8564 4460

    Kreab Gavin Anderson (financial public relations)
    Robert Speed / Georgia Lewis
    +44 (0)20 7074 1800

    finnCap (NOMAD, broker and financial advisor)
    Marc Young / Henrik Persson
    +44 (0)20 7220 0500