omniture

ReneSola Ltd Announces Notice of Annual General Meeting and Proposed AIM Cancellation

2010-07-27 14:17 838
    JIASHAN, China, July 27 /PRNewswire-Asia-FirstCall/ -- ReneSola Ltd 
("ReneSola" or the "Company") (NYSE: SOL) (AIM: SOLA), a leading global 
manufacturer of solar wafers, today announced that on July 27, 2010 it posted 
a circular to Shareholders, including notice of its annual general meeting 
(the "AGM") which will be held at 1:00 p.m. Beijing/Hong Kong time (6:00 a.m. 
British Summer Time) on August 20, 2010 at Latham & Watkins LLP, 49/F Jin Mao 
Tower, 88 Century Boulevard, Pudong, Shanghai, China.

    AGM Resolutions

    The following resolutions to be proposed at the AGM will require a simple 
majority of the votes cast by the Shareholders present in person or by proxy:

    1.  To receive, consider and approve the financial statements for the year 
        ended 31 December 2009, together with the reports of the auditors 
        thereon.
    2.  To re-elect Martin Bloom as a director of the Company, who is retiring 
        by rotation and offering himself for re-election in accordance with 
        the Company's Articles of Association.
    3.  To authorise the Directors to re-appoint Deloitte Touche Tohmatsu as 
        auditors of the Company to hold office until the conclusion of the 
        next General Meeting at which the accounts are laid.
    4.  To authorize the Directors to determine the remuneration of the 
        auditors.
    5.  That the maximum number of shares the Company is authorised to issue 
        be increased from 250,000,000 shares of no par value to 500,000,000 
        shares of no par value having the rights set out in the Memorandum and 
        Articles of Association.
    6.  That the 2007 Share Incentive Plan be amended so as to increase the 
        number of reserved shares which may be issued in accordance with the 
        rules of the 2007 Share Incentive Plan from 7,500,000 shares of no par 
        value to 12,500,000 shares of no par value.

    The following resolution to be proposed at the AGM shall require approval 
by not less than 75 per cent of the votes cast by the Shareholders present in 
person or by proxy:

    7.  That the admission of the Company's shares of no par value to trading 
        on AIM, a market operated by London Stock Exchange plc, be cancelled 
        and that the Directors be and are hereby authorised to take all steps 
        which are necessary and desirable in order to effect such cancellation 
        with effect from 30 November 2010 or such later date as the Directors 
        may determine.

    Proposed Cancellation of Admission to AIM

    1.  Introduction

    The Directors have resolved to apply for the cancellation of the admission 
of the Company's shares of no par value (the "Shares") to trading on AIM (the 
"Cancellation"). Cancellation is conditional upon the consent of Shareholders, 
by a majority of not less than 75 per cent of the votes cast on the resolution 
to be proposed at the AGM.

    2.  Background to and reasons for the Cancellation

    ReneSola was admitted to trading on AIM in August 2006 and subsequently 
obtained a listing of its American Depositary Shares (the "ADSs") on the New 
York Stock Exchange (the "NYSE") in January 2008. Since being NYSE listed, the 
Company has seen an increasing number of Shareholders migrating their 
shareholdings in the Company from AIM to the NYSE due to higher levels of 
liquidity. From 4 January 2010 to 21 July 2010, the average daily volume of 
ADSs traded on the NYSE was 1,969,189, representing 3,938,378 Shares, against 
291,224 Shares traded on AIM (Source: Bloomberg). This represents nearly 14 
times as many Shares traded on the NYSE as on AIM.

    There are significant costs associated with maintaining the Company's AIM 
quotation, including the annual fees payable to the London Stock Exchange, 
nominated adviser and broker fees and other related professional costs. 
Cancellation will, accordingly, reduce its recurring administrative overheads.

    In deciding to seek approval for the Cancellation, the Directors have 
taken the following into account:

    (i)  the relative inactivity, in share trading volume terms, of the Shares 
         on AIM in comparison to that on the NYSE; and

    (ii) the removal of the ongoing obligations and costs associated with the 
         Company's continuing compliance with the AIM Rules for Companies 
         (the "AIM Rules") and maintaining the quotation, together with the 
         potential for conflict between the two regulatory regimes.

    For these reasons, the Directors believe that the cost and administrative 
burden of maintaining the AIM quotation outweigh the benefits which the 
Company receives from its admission to AIM.

    3.  Cancellation

    Pursuant to Rule 41 of the AIM Rules, the Directors have notified the 
London Stock Exchange of the date of the proposed Cancellation. The 
Cancellation is conditional upon the approval of not less than 75 per cent of 
the votes cast by Shareholders (whether present in person or by proxy) at the 
AGM. Accordingly, the Resolution numbered 7 set out in the Notice of AGM to be 
posted today seeks Shareholders' approval of the Cancellation.

    Subject to the Resolution having been passed at the AGM, it is anticipated 
that trading in the Shares on AIM will cease at close of business on 29 
November 2010. The proposed date for the Cancellation taking effect is 30 
November 2010.

    4.  Consequences of the Cancellation

    If the Cancellation becomes effective, the Shares will no longer be traded 
on AIM, the trust deed which established the depositary interests traded 
through CREST (the "DIs") will be terminated in accordance with its terms and 
the CREST facility will be cancelled. Westhouse will cease to be the nominated 
adviser and broker to the Company. The Company will no longer be required to 
comply with the AIM Rules. The Company will maintain its listing of ADSs on 
the NYSE, where the ADSs will continue to be traded and it will, therefore, 
continue to be required to comply with all the obligations of the NYSE rules.

    If the Cancellation becomes effective, Shareholders whose Shares are not 
currently held in ADSs and who choose to convert their Shares into ADSs will 
receive from The Bank of New York Mellon (the "US Depositary") one ADS for 
every two Shares currently held by them either in the form of DIs or in 
certificated form. Such Shareholders will be able to trade the issued ADSs on 
the NYSE alongside the existing ADSs. During the period from the AGM to the 
earliest Cancellation date, being 30 November 2010, the Company will absorb 
the associated costs resulting from the conversion of Shares into ADSs. For 
more information about odd numbers of Shares, see Section 5 below.

    If the Cancellation becomes effective, Shareholders who choose not to 
convert their Shares into ADSs at this time will continue to be Shareholders 
of the Company holding Shares without a liquid market. Should Shareholders 
choose to convert their Shares into ADSs at a later time, they must follow the 
conversion procedure and pay a conversion fee to the US Depositary. 
Shareholders choosing to convert their Shares into ADSs within the six month 
period following the Cancellation will be required to certify that their 
Shares resulted from the conversion of DIs or that Shares deposited are not 
restricted shares ("Deposit Certification"). Thereafter, the US Depositary may 
require Shareholders to obtain a US legal opinion in place of a Deposit 
Certification to support the eligibility of their conversion.

    Following the Cancellation, holders of ADSs will no longer be able to 
cancel their ADSs and receive DIs in order to trade on AIM.

    5.  Conversion from Shares to ADSs 

    If Shareholders resolve to cancel the Company's AIM quotation, the 
earliest date of Cancellation is 30 November 2010. Should the Cancellation 
date be delayed, ten clear business days' notice will be provided of the later 
date. Shareholders whose Shares are not currently held in ADSs should take 
steps to convert their DIs or certificated Shares into ADSs within the period 
between the AGM and the earliest date of Cancellation. During the period from 
the AGM and the earliest Cancellation date, being 30 November 2010, the 
Company will absorb the associated costs resulting from the conversion of 
Shares into ADSs.

    After expiry of this period, in order to convert their DIs or certificated 
Shares into ADSs, Shareholders will need to comply with additional conversion 
requirements, including completing a Deposit Certification, and paying a 
conversion fee to the US Depositary. The conversion fee is currently US$5.00 
per 100 ADSs issued. In addition, six months after the earliest date of 
Cancellation, the US Depositary may require Shareholders to also obtain a US 
legal opinion to support the eligibility of their conversion. Therefore, the 
Company recommends that Shareholders who wish to hold ADSs complete the 
conversion process as soon as possible after the Cancellation is approved.

    Odd Numbers of Shares

    As an ADS represents two Shares, Shareholders who choose to convert their 
Shares into ADSs will receive one ADS for every two Shares currently held by 
them either in the form of DIs or in certificated form. Consequently, 
Shareholders holding an odd number of Shares should be aware that they will be 
unable to transfer their single remaining Share into an ADS. Shareholders are 
advised that they will be contacted by the Company in due course regarding any 
such single Share held by them remaining on the share register following 
Cancellation. It is likely that the Company will propose plans to consolidate 
the single Shares and transfer them into ADSs which will be sold and the 
proceeds of their sale will be donated to charity. Please note there will be 
no liquid market for Shares not represented by ADSs after the Cancellation. 

    Holders of Depositary Interests

    (i)   If Shareholders approve the Cancellation, Depositary Interest 
          holders who wish to hold ADSs should arrange to submit a stock 
          withdrawal request without delay and in accordance with established 
          CREST procedures in order to rematerialise their shareholding before 
          30 November 2010.

    (ii)  Immediately after submitting the stock withdrawal request, 
          Depositary Interest holders are requested to transfer their Shares 
          into the name of BNY (Nominees) Limited, One Canada Square, London 
          E14 5AL by completing and returning the stock transfer form included 
          within the notice of AGM to the address below, noting that their 
          share certificate will be held by Capita pending receipt of the 
          stock transfer form and will not be dispatched to the Shareholder 
          upon rematerialisation. Shareholders should complete the stock 
          transfer form for an even number of shares only. 

          Transfer Processing Department
          Capita Registrars Limited
          The Registry
          34 Beckenham Road
          Beckenham
          Kent
          BR3 4TU

          Queries relating to the Share and Depositary Interest registers 
          should be directed to Louise Connell at Tel +44 20 8639 1050 and 
          lconnell@capitaregistrars.com

    (iii) Once the transfer is processed, the resulting new share certificate 
          will be sent to The Bank of New York Mellon in Manchester by Capita 
          Registrars and the process of converting Shares into ADSs will begin.

    (iv)  At this stage, Shareholders should decide in what form they wish to 
          receive their ADSs. Shareholders can choose to hold ADSs through 
          their US broker, UK broker, or in certificated form if a Shareholder 
          does not have a US or UK broker. 

          -- Shareholders who choose to receive ADSs through their US broker 
             must retrieve from their broker its Depository Trust Company 
             ("DTC") participant account number, together with the 
             beneficiary name and account at the DTC participant, to which the 
             ADSs are to be delivered.

          -- Shareholders who choose to receive ADSs through their UK broker 
             must retrieve from their broker their CREST ID. 

          -- Shareholders who do not have a US or UK broker may choose to 
             receive the ADSs in certificated form. 

          Shareholders are required to send details of how they wish to hold 
          their ADSs by email to Sam Mobey and Raymond Haskew (contact details 
          below) at The Bank of New York Mellon Safe Custody Operations Group.

          Any queries relating to the deposit of the new share certificates 
          with The Bank of New York Mellon Safe Custody Operations Group may 
          be directed to Sam Mobey at Tel: +44 161 725 3462 or by email: 
          sam.mobey@bnymellon.com; or Raymond Haskew at Tel: +44 161 687 3390 
          or by email raymond.a.haskew@bnymellon.com.

    (v)   Upon safe receipt of share certificate in the name of BNY (Nominees) 
          Limited and provided that all appropriate information and details 
          are in order, The Bank of New York Mellon Safe Custody Operations 
          Group will provide the necessary confirmation to the Depositary 
          Receipts Division so that it may create and deliver the ADSs through 
          DTC, to the specified DTC participant account, through CREST, or in 
          certificated form in accordance with the Shareholder's instructions. 

          Queries relating to the settlement of ADSs may be directed to Peter 
          Ridgwell at Tel: +44 20 7964 6178 or email: 
          peter.ridgwell@bnymellon.com. 

    (vi)  It is expected that the entire conversion process should take 
          approximately five business days to complete, whereupon Shareholders 
          who previously held Shares through DIs in CREST will receive ADSs 
          and be able to trade them on the NYSE.

          If any Depositary Interests are still outstanding at 30 November 
          2010, they will automatically be withdrawn from CREST, the CREST 
          member's name will then be added to the share register and a share 
          certificate dispatched to the Depositary Interest holder. 

    Holders of Certificated Shares

    (i)   If Shareholders approve the Cancellation, holders of certificated 
          Shares who wish to hold ADSs should transfer their Shares into the 
          name of BNY (Nominees) Limited, One Canada Square, London E14 5AL, 
          by completing the stock transfer form included within the notice of 
          AGM. The form and their share certificate should then be sent to:

          Transfer Processing Department
          Capita Registrars Limited
          The Registry
          34 Beckenham Road
          Beckenham
          Kent
          BR3 4TU

          Queries relating to the share register should be directed to Louise 
          Connell at Tel +44 20 8639 1050 and lconnell@capitaregistrars.com

    (ii)  Once the transfer is processed, the resulting share certificate will 
          be sent to The Bank of New York Mellon in Manchester by Capita 
          Registrars to start the process of converting Shares into ADSs .

    (iii) At this stage, Shareholders should decide in what form they wish to 
          receive their ADSs. Shareholders can choose to hold ADSs through 
          their US broker, UK broker, or in certificated form if a Shareholder 
          does not have a US or UK broker. 

          -- Shareholders who choose to receive ADSs through their US broker 
             must retrieve from their broker its DTC participant account 
             number, together with the beneficiary name and account at the DTC 
             participant, where the ADSs are to be delivered to. 

          -- Shareholders who choose to receive ADSs through their UK broker 
             must retrieve from their broker their CREST ID. 

          -- Shareholders who do not have a US or UK broker may choose to 
             receive the ADSs in certificated form. 

             Shareholders are required to send details of how they wish to 
             hold their ADSs by email to Sam Mobey and Raymond Haskew (contact 
             details below) at The Bank of New York Mellon Safe Custody 
             Operations Group.

             Any queries relating to the deposit of the new share certificates 
             with The Bank of New York Mellon Safe Custody Operations Group 
             may be directed to Sam Mobey at Tel: +44 161 725 3462 or by email: 
             sam.mobey@bnymellon.com; or Raymond Haskew at Tel: +44 161 687 
             3390 or by email raymond.a.haskew@bnymellon.com.

    (iv)  Upon safe receipt of share certificate in the name of BNY (Nominees) 
          Limited and provided that all appropriate information and details 
          are in order, The Bank of New York Mellon Safe Custody Operations 
          Group will provide the necessary confirmation to the Depositary 
          Receipts Division so that it may create and deliver the ADSs through 
          DTC to the specified DTC participant account, through CREST, or in 
          certificated form in accordance with the Shareholder's instructions. 

          Queries relating to the settlement of ADSs may be directed to Peter 
          Ridgwell at Tel: +44 207 964 6178 or email: 
          peter.ridgwell@bnymellon.com. 

    (v)   It is expected that the entire conversion process should take 
          approximately five business days to complete, whereupon Shareholders 
          who previously held Shares in certificated form will receive ADSs 
          and be able to trade them on the NYSE.

    Holders of ADSs

    Shareholders whose Shares are currently represented by ADSs need take no 
action. ADSs will continue to trade on the NYSE.

    6.  Directors' Recommendation

    The Directors are of the opinion that the Cancellation is in the best 
interests of the Company and its Shareholders as a whole. Accordingly, the 
Directors unanimously recommend that Shareholders vote in favour of the 
Resolution to approve the Cancellation at the AGM, as they intend to do so in 
respect of the Shares in which they are beneficially interested or which they 
are entitled to vote at their discretion, totalling 56,749,909 Shares, 
representing approximately 33 per cent of the issued share capital of the 
Company. 

    7.  Availability of Circular

    A circular containing information about the Cancellation will be posted to 
Shareholders today and available for download from http://www.renesola.com .

    About ReneSola
    ReneSola is a leading global manufacturer of solar wafers and producer of 
solar power products based in China. Capitalizing on proprietary technologies, 
economies of scale, low-cost production capabilities and technological 
innovations and know-how, ReneSola leverages its in-house virgin polysilicon 
and solar cell and module production capabilities to provide its customers 
with high-quality, cost-competitive solar wafer products and OEM services. The 
Company possesses a global network of suppliers and customers that includes 
some of the leading global manufacturers of solar cells and modules. 
ReneSola's shares are traded on the New York Stock Exchange (NYSE: SOL) and 
the AIM of the London Stock Exchange (AIM: SOLA).

    For investor and media inquiries, please contact:

    In China:

     Ms. Feng Qi
     ReneSola Ltd
     Tel:   +86-573-8477-3903
     Email: feng.qi@renesola.com

     Mr. Derek Mitchell
     Ogilvy Financial, Beijing
     Tel:   +86-10-8520-6284
     Email: derek.mitchell@ogilvy.com

    In the United States:

     Ms. Jessica Barist Cohen
     Ogilvy Financial, New York
     Tel:   +1-646-460-9989
     Email: jessica.cohen@ogilvypr.com

    In the United Kingdom:

     Mr. Tim Feather / Mr. Richard Baty
     Westhouse Securities Limited, London
     Tel:   +44-20-7601-6100
     Email: tim.feather@westhousesecurities.com
            richard.baty@westhousesecurities.com
Source: ReneSola Ltd
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