OPG Power Ventures : Notice of AGM and Relationship Agreement

26 November 2014

OPG Power Ventures PLC

2014 Annual General Meeting Notice and New Relationship Agreement

Posting of 2014 AGM Notice

OPG Power Ventures plc ("OPG" or the "Company") announces that it has posted its notice of Annual General Meeting ("AGM") to shareholders, in respect of the AGM which is due to take place at 12.30pm on 19 December 2014 at IOMA House, Hope Street,Douglas, Isle of Man, IM1 1AP.

New relationship agreement

The Company also announces that it has entered into a new relationship agreement with Mr. Arvind Gupta, Managing Director and Chief Executive of the Company (the "2014 Agreement").

Rationale for a new agreement

Mr. Gupta has held a beneficial interest in over 50 per cent. of the Company's issued ordinary share capital ("Ordinary Shares") since its admission to AIM in May 2008.  At that time a relationship agreement was entered into between the Company and Mr. Gupta ("the 2008 Agreement").  In addition, since the IPO the Company has and continues to benefit from Mr Gupta's personal guarantees ("Personal Guarantees" or "PGs") which currently amount to £225.2 million. 

Whilst Mr. Gupta has confirmed to the Board that he has no current intention to sell any Ordinary Shares, the 2014 Agreement is intended to regulate the Company's relationship with Mr. Gupta in the event that his beneficial interest (together with that of his connected persons) in Ordinary Shares were ever to fall below 50 per cent. of the Company's issued ordinary share capital.  Until that time, the 2008 Agreement will remain in force.   

The OPG independent directors believe that there are a number of positive implications stemming from entering into the 2014 Agreement.  The PGs have assisted the Company in accessing both project finance and working capital financing whilst pursuing the Group's successful group captive operating model.  By entering into the 2014 Agreement, Mr. Gupta has reaffirmed his readiness to continue providing these PGs if and when he no longer has a beneficial interest in a majority of the Ordinary Shares.  The Company can therefore consider a broader range of financing options and pursue its future growth strategy beyond its current 750MW in operation or under development.

Details of the new agreement

As in the 2008 Agreement, the 2014 Agreement contains terms that are customary in agreements with substantial shareholders to regulate the relationship between the Company and Mr. Gupta with a view to ensuring that the Company is capable of carrying on its business independently of Mr. Gupta and on an arm's length basis.  On the subject of Board appointment rights, the 2014 Agreement contains the following key provisions:

·     that the Board of Directors shall be made up of not more than six directors;

·     if and for so long as the Personal Guarantees remain in force and effect then Mr. Gupta will be entitled to nominate three persons for appointment to the Board as directors (which may include Mr. Gupta), with one such nominee director being entitled to hold the position of Chairman, and one such nominee director being entitled to hold the position of managing director and chief executive officer of the Company. The Chairman will have a second and casting vote; and

·     in the event that the obligations and liabilities of Mr. Gupta under all of the Personal Guarantees has ceased, the Chairman will no longer have a second and casting vote and  Mr. Gupta (together with his connected persons) is entitled to exercise or control the exercise of:

o  30 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company, then (i) Mr. Gupta will be entitled to nominate for appointment to the Board three nominee directors with one such nominee director being entitled to hold the position of managing director and chief executive officer and (ii) one such nominee director being entitled to hold the position  as chairman of the Company; or

o  20 per cent. or more but less than 30 per cent. of the votes able to be cast on all or substantially all matters at general meetings of the Company, then (i) Mr. Gupta will be entitled to nominate for appointment to the Board two nominee directors, with one such nominee director being entitled to hold the position of managing director and chief executive officer and (ii) one such nominee director being entitled to hold the position  as chairman of the Company; or

o  10 per cent. or more but less than 20 per cent. of the votes able to be cast on all or substantially all matters at general meetings of the Company, then (i) Mr. Gupta will be entitled to nominate for appointment to the Board one nominee director and (ii) such nominee director being entitled to hold the position  as chairman of the Company,

(a)         Mr. Gupta (together with his connected persons) ceasing to be entitled to exercise or control the exercise of 10 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company; and

(b)         Mr. Gupta ceasing to have any obligations or liabilities to make any payments under or in respect of all or any of the Personal Guarantees.

Adoption

Entry into the 2014 Agreement constitutes a related party transaction under the AIM Rules for Companies. Accordingly, the OPG independent directors, having consulted with the Company's nominated adviser, consider the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

In order to bring the Company's Memorandum and Articles of Association into line with the 2014 Agreement, certain resolutions are to be proposed at the 2014 Annual General Meeting and which are detailed in the Company's Notice of AGM.

For further information, please visit www.opgpower.com or contact:

About OPG

OPG is operating and developing power plants in India under the group captive model with 270 MW in operation and a further 480 MW under development.  In the year ended 31 March 2014, the Company generated revenues of £99 million, EBITDA of £31 million and earnings per share of 4.1 pence.

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