Aix en Provence, March 15, 2010
Joint press release from THEOLIA, CRC Active Value Fund Ltd.,
Michel Meeus and Pierre and Brigitte Salik
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
Support for the financial restructuring plan and decision regarding the composition of THEOLIA's Board
As previously announced, THEOLIA has called a general shareholder meeting on March 19, 2010 at 10h at the Centre de Congrès d'Aix en Provence, 14 boulevard Carnot in Aix-en-Provence in order to approve the financial restructuring plan as well as the composition of THEOLIA's Board of Directors.
A dialogue has been initiated between the representatives of THEOLIA on the one hand and on the other Michel Meeus, Pierre and Brigitte Salik and CRC Active Value Fund Ltd. (CRC), the members of the new concert announced today, representing 9.08% of the capital and 8.76% of the voting rights of THEOLIA (the "Concert") with a view to building together a future that will create value for THEOLIA and its shareholders.
As such, all the members of the Concert are committed to voting in favor of the financial restructuring plan submitted to the general meeting. They also declare themselves in favor of the completion of the capital increase planned in the context of the restructuring plan.
For this reason, THEOLIA's Board of Directors decided, at its meeting of March 11, 2010, to support the draft resolutions submitted by Michel Meeus proposing as Board candidates Fady Khallouf and Gérard Creuzet, as independent directors, and also Michel Meeus, as a shareholder board director, (resolutions A to C submitted to the general meeting of March 19, 2010). The Board thereby invites the Company shareholders to vote in favor of these resolutions.
In addition, THEOLIA's Board of Directors has decided to approve the idea of opening the Board to three new members who represent the largest shareholders in the Company (not including members of the Concert) when the ordinary general shareholder meeting is held to approve the accounts of the financial year ending December 31, 2009.
With all these aspects in mind, CRC, Michel Meeus and Pierre and Brigitte Salik, who would like shareholders' interests to be represented on the Board of Directors and understood in the context of the progress of the restructuring, have agreed to ask, during the general meeting, for the removal of the draft resolutions proposed by Michel Meeus which call for the removal of certain THEOLIA Board directors.
The Company welcomes the support of a significant group of THEOLIA shareholders for the financial restructuring plan announced on December 29, 2009 and for the expansion of the Board of Directors favoring representatives of shareholders in the Company.
THEOLIA is an independent international developer and operator of wind energy projects. THEOLIA is active primarily in France, Germany and Italy, and also in India, Brazil and Morocco. THEOLIA trades on the compartment B of Euronext Paris, regulated market of NYSE Euronext, under the symbol TEO. The THEOLIA stock is part of in the CAC Small 90 index.
For more information
Edward F. McDonnell
Tél : +33 (0)4 42 906 594
Christofferson Robb & Company (UK) LLP
T: +44 207 227 4037
Tel : + 33 (0)6 09 04 80 11
+44 (0) 7899 066 995
French Société Anonyme (public limited company with Board of Directors) with share capital of ¤40,308,707
Registered office: 75 rue Denis Papin BP 80199 - 13795 Aix-en-Provence cedex 3 - France
Tel: +33 (0)4 42 904 904 - Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA is listed on the compartment B of Euronext Paris, code: TEO
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of THEOLIA in any jurisdiction.
This announcement is not an offer of securities for sale in the United States. No securities of THEOLIA have been or will be registered under the US Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or other jurisdiction of the United States. Accordingly, the securities of THEOLIA may not be offered, sold taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under, or an exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities of THEOLIA in the United States.
Neither this announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be released, published or distributed in or into the United States, Australia, Canada, Japan or South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement distributed in connection with this announcement may include forward-looking statements. Forward-looking statements include all matters that are not historical fact, including statements regarding the belief or current expectations of THEOLIA, its management or directors regarding the timing, amount, execution and impact of any restructuring plans or capital increase are currently contemplated or subject to negotiation, and other matters. Generally, words such as ''may'', ''could'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' and similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current beliefs and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of THEOLIA and are difficult to predict, and which may cause THEOLIA's actual results to materially differ from any future results or developments expressed by or implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets, economic conditions both internationally and in the markets where THEOLIA operates, and other factors affecting the level of THEOLIA's business activities and the costs and availability of financing for its activities. Securityholders and prospective investors are invited to refer to the risks described in the documents filed by THEOLIA with the Autorité des marches financiers (the "AMF") and available on the AMF website (www.amf-france.org) and the THEOLIA website (www.THEOLIA.com).
Each forward-looking statement in this announcement speaks only as of its date. THEOLIA expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in THEOLIA's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. Recipients of this announcement should conduct their own independent assessment of the matters described in this announcement.Information réglementée
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