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Notice of Extraordinary General Meeting

14 May 2010

Renewable Energy Holdings plc
(“REH” or the “Company”)
Notice of Extraordinary General Meeting
 
 
Renewable Energy Holdings plc (AIM: REH), the AIM quoted investor and operator of European wind power, announces that yesterday the Company posted a circular (the “Circular”) to shareholders convening an Extraordinary General Meeting (“EGM”) for 28 May 2010, containing full information regarding a resolution to approve the waiver of the obligations under Rule 9 of the City Code on Takeovers and Mergers (the “Code”) by the Panel on Takeovers and Mergers (the “Panel”), in respect of the convertibility of the £2.5 million loan provided to the Company by Utilico Limited (“Utilico”) (the “Utilico Loan”) in 2009. A copy of the Circular is available for download on www.reh-plc.com.
 
As announced by REH on 31 July 2009, Utilico, the Company's largest shareholder, provided the Utilico Loan to allow REH to acquire the shares in Gamar GHL Limited Liability Company (“Gamar”) and to continue the development of the Company's proposed 30MW wind power project in Kobylany, Poland (the “Kobylany Wind Farm Project”).  Utilico currently holds 28.71 per cent. of the Company’s issued share capital. The Utilico Loan is convertible in whole or in part into ordinary shares of 1p each in the Company (“Ordinary Shares”) at any time before 31 July 2011, conditional upon approval by independent shareholders of REH at an extraordinary general meeting of the Company and upon receipt of a waiver from the Panel from the obligations of Utilico to make an offer for REH under Rule 9 of the Code.  Should Utilico choose to convert the whole of the Utilico Loan into Ordinary Shares, it would result in Utilico being issued a maximum of 8,264,463 new Ordinary Shares with a resultant holding of 36.3 per cent. of the enlarged issued voting share capital of REH, in the absence of any further increases in voting share capital before such time.
 
The EGM is convened to propose the waiver by the Panel, as described in the Circular, of any requirement under Rule 9 of the Code for Utilico to make a general offer to the shareholders of the Company (the “Whitewash Resolution”), as a result of the conversion of the Utilico Loan, in whole or in part, and as defined in the Circular.  In accordance with the requirements of the Panel, the Whitewash Resolution will be taken as a poll of independent shareholders, being all shareholders with the exception of Utilico,
 
The independent directors, being all the Company’s directors with the exception of James Smith, recommend that shareholders vote in favour of the Whitewash Resolution to be proposed at the EGM, as those who hold Ordinary Shares, being Sir John Baker and Michael Proffitt, intend to do in respect of their own beneficial shareholdings, which in aggregate amount to 520,000 Ordinary Shares, representing approximately 0.75 per cent. of the Company’s issued share capital.
 
Capitalised terms in this announcement carry the same meaning as ascribed to them in the Circular.
 
View EGM Circular 
- Ends -
For further information, please contact:
 
Ambrian Partners Limited
(Financial Adviser to the Independent Directors)
Andrew Craig / Ben Wright
 
Tel: +44 (0)20 7634 4700               
Strand Hanson Limited
Rory Murphy / James Spinney
 
Tel: +44 (0)20 7409 3494
Novus Capital Markets Ltd
Charles Goodfellow / David Rae
 
Tel: +44 (0)20 7107 1872
Financial Dynamics
Billy Clegg / Ed Westropp / Alex Beagley
Tel: +44(0)20 7831 3113