Directorate Change and End of Offer Period

RNS Number : 7941E

Zenergy Power PLC

13 April 2011

 



Press Release

13^th April 2011

Zenergy Power plc

("Zenergy" or the "Company" or the "Group")

Change of Directorate

End of offer period

On 11th February 2011, the Board of Zenergy announced that it had completed a review of the Group's business and strategic options which involved the Group's main business lines and an assessment of the long term viability of the Group's overall strategy.

The Board concluded that Zenergy's business could best be developed as part of a larger group with access to the necessary funding and commercial relationships to enable commercialisation of Zenergy's unique IP and products. The Board considered that the intrinsic value of the Company's technology was not reflected in the share price and, accordingly, the Board appointed Matrix Corporate Capital LLP and Woodside Capital Partners to seek a purchaser for the Group.  As a result, the Company entered into an offer period for the purposes of the Takeover Code.

The Board has recently been advised by representatives of certain shareholders that they do not believe selling the Company to be in the best interests of shareholders and that, were the Board to continue to pursue the sale of the Company, they would requisition the Board to put forward resolutions to shareholders in General Meeting inter alia to remove the non-executive Directors from the Board. The non-executive Directors comprise John Poulter (Chairman), Keith Hodgkinson, Tony O'Reilly, Christopher Nash and David Jeffcoat ("the NED's").

Having given the matter careful consideration, and consulted with certain shareholders, the NED's have concluded that, in light of the level of support for the alternative views, it would not be in the best interests of the Company and shareholders generally to enter into a public debate regarding the Company's strategy. As a consequence of these events, the Board has resolved to terminate the sale process. It confirms that, while a number of companies have been contacted in connection with the possible evaluation of the Company's business assets and intellectual property, the process was still at an early stage and so no party has been given access to the data room containing due diligence materials. As a result, the Company has not yet received any expression of interest regarding an offer for the Company. As a result of the termination of the sale process, the Panel has confirmed that the Company is no longer in an offer period for the purposes of the City Code.

Simon Cleaver has joined the Board as Executive Chairman and David Whelan and Georg Oehm have joined the Board as non-executive Directors. Mr Cleaver holds 10,000 shares in Zenergy. Mr Whelan is Chief Executive of the Cloverleaf Group which holds in excess of ten per cent. of Zenergy's issued share capital. Dr Oehm is a director of Mellinckrodt 1 SICAV which holds approximately 1.7 per cent. of Zenergy's issued share capital. In the circumstances the NED's have resigned from the Board with immediate effect. Jens Mueller remains as CEO and, until the Annual General Meeting convened for 24th May 2011 at which she will not be seeking re-election, Karen Chandler remains as CFO. It is intended that two independent non-executive Directors will be appointed to the Board in due course.

There is no other information that is required with regards to the above mentioned appointments pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies, save as set out below:

Full Name:                    Simon William Cleaver

Age:                             50

Current Directorships                                                      Past Directorships within past five years

SMS Now Ltd                                                                Affiliate Logic Ltd

SMS Logic Ltd                                                               SL Realisations Ltd

Search Logic plc

Host Logic plc

B9 Ventures Ltd

Business Serve Ltd

Pipemedia Ltd

Pipecall Ltd

KB Media Ltd

Designer Servers Ltd

Legend Internet Ltd

The Search Engineers Ltd

Legend Communications PLC

Consumer Leads Direct Ltd

Response Direct Publishing (SC) Ltd

Response Direct Publishing Ltd

On 21st August 2010 Search Logic plc, of which Mr Cleaver was a Director, was placed into administration.

Full Name:                    David Mark Whelan

Age:                             36

Current Directorships                                                   Past Directorships within past five years

Cloverleaf Ventures LLC                                               Virgin America Inc

Cloverleaf Ventures Holdings Inc                                  Mu-Gahat Holdings Inc

AgaMatrix Inc

Block Shield Corporation Limited

G4Group Inc

Identitas Inc (BVI)

MD Datacor Inc

Medcentre Holdings, Inc

Full Name:                    Georg Oehm

Age:                             45

Current Directorships                                                      Past Directorships within past five years

Mellinckrodt & Cie Holding AG                                        CFD Association Germany e.V

Mellinckrodt 1 Sicav                                                        GFD Finanzkommunikation GmbH

-Ends-

 Further information

Simon Cleaver (Chairman)	Zenergy Power plc	+ 44 7831 662 260
Jens Müller (CEO) Stephen Mischler	Zenergy Power plc Matrix Corporate Capital LLP	[phone] + 44 20 3206 7000

 

END

 

 

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