Novera Energy Ltd
21 December 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE
21 DECEMBER 2006
NOVERA ENERGY LIMITED ('NOVERA' OR THE 'COMPANY')
Proposed acquisition by Novera of the 50 per cent. holding in Novera Macquarie
Renewable Energy Joint Venture Limited ('NMRE') from Macquarie Renewables
Limited ('MRL') (the 'Acquisition') and proposed placing of 69,090,910 new
Novera ordinary shares at 55p per share (the 'Placing') to raise £38 million
The Board of Novera, a leading independent UK renewable energy producer, is
pleased to announce that Novera has entered into a conditional agreement with
MRL to acquire for cash their 50 per cent. holding in NMRE for £30 million. The
Acquisition will be financed through funds to be raised by the Placing which has
been fully underwritten by N M Rothschild & Sons Limited ('Rothschild').
NMRE was established in the UK in December 2004 as a 50:50 joint venture between
Novera and Macquarie Bank Group ('Macquarie') to form a vehicle for operating
and acquiring landfill gas and biomass renewable energy assets. NMRE currently
has one of the largest diversified renewable energy portfolios in the UK with an
installed operating capacity of 131 MW at 59 sites.
The Acquisition is an important step in Novera's development and the
consolidation of ownership of NMRE will bring a number of benefits to Novera,
including, inter alia:
•the ability to unlock additional shareholder value through a combination
of operating efficiencies and synergies between NMRE and Novera's existing
activities, and also Novera's planned development pipeline of opportunities;
•enhanced sector presence for Novera which will benefit both the existing
Novera operations as well as the development pipeline; and
•opportunities for Novera to fund additional new developments through
NMRE's cash generation.
The operating efficiencies and synergies will start to be realised during 2007
and are expected to provide pre tax improvements of £1.3 million per annum from
2008 onwards, due to savings in corporate overheads, engine maintenance and
procurement, improved operational interface and response times, and gas field
Undertakings to vote in favour of the Acquisition have been given by each of the
Directors in respect of shares they own and certain other institutional
shareholders totalling 26,648,150 Novera shares, representing approximately 48.6
per cent. of the existing share capital of Novera.
In addition to the cash consideration payable at completion, MRL is entitled to
receive 50 per cent. of the net proceeds of any payment that NMRE may receive
subject to the outcome of an outstanding indemnity claim which NMRE is pursuing.
Novera has undertaken to place £750,000 into escrow at completion pending the
outcome of the indemnity claim.
An extraordinary general meeting of Novera will be held on 15 January 2007 (the
'EGM') at which a resolution will be proposed for the purpose of approving the
The Acquisition is conditional on approval by Novera's shareholders, the placing
and underwriting agreement not having been terminated and having become
unconditional, and admission of the placing shares (the 'Placing Shares') to
trading on the AIM Market of London Stock Exchange plc ('Admission').
A total of 69,090,910 new Novera ordinary shares of no par value have been
conditionally placed at 55 pence per share by Oriel Securities Limited ('Oriel
Securities'), Kaupthing, Singer & Friedlander Capital Markets Limited
('Kaupthing') and Scott Harris UK Limited ('Scott Harris'), with institutions
and certain of Novera's directors and employees. The Placing will raise
approximately £38 million (before commissions and expenses), to fund the
Acquisition and the ongoing working capital requirements of the enlarged Novera
Subject to completion, the Placing Shares will be issued credited as fully paid
up and will rank pari passu in all respects with Novera's existing ordinary
shares, including the right to receive any future dividends or other
distributions which may or may not be declared from time to time.
NMRE continues to perform well with generation, revenue and earnings before
interest tax depreciation and amortisation ('EBITDA') for the 10 months between
January and October 2006 all ahead of the corresponding period in 2005
(generation up by 10% (470 GWh vs. 426 GWh), revenue up by 25% (£25m vs. £20m)
and EBITDA up 48% (£11m vs. £7m)). Generation performance has continued to be
strong in the second half of the year, although revenues are likely to be down
on the first half due to the disposal of the German wind farms, termination of
the Tower Colliery contract, a delay to the installation of the gas collection
systems and expansion projects and seasonality.
Novera continues to make good progress with its East London Sustainable Energy
Facility ('ELSEF') and is also now in preliminary discussions regarding four
other similar projects. In addition, Novera has pre-qualified for the Manchester
Solid Recovered Fuel contract and agreements are in place to operate three waste
water sludge drying facilities until 2010 with Kelda Group plc.
Novera has continued to develop its wind operations with tangible progress made
towards its five year goal of 250 MW of capacity from green field development
sites. Novera has secured grid access for its Lissett wind farm. Novera has
completed feasibility studies on a further 11 wind sites with potential capacity
of 171 MW and Novera's next wind development, Mount Boy, is expected to be
submitted for planning in January 2007.
Commenting on the Acquisition, John Brown, Chairman of Novera, said:
'Novera's strategy is to create value through focusing on UK renewable power
generation, through the organic development of the company's strong pipeline of
development projects and through driving consolidation in the sector. The
acquisition of MRL's shares in NMRE is a significant milestone in the execution
of that strategy.'
Commenting on the Acquisition, David Fitzsimmons, Chief Executive of Novera,
'This acquisition is a major step forward for Novera as it transforms the scale
of the company's operations in UK renewables, creating a business with greater
economies of scale, critical mass and a much stronger platform to drive future
consolidation in the sector.
Going forward, the Board is confident about the enlarged Novera business, and
its ability to create further shareholder value in an exciting and growing
•Latest time and date for receipt of Forms of Proxy by: 8.00 a.m. on 12
•EGM to approve the Acquisition: 15 January 2007
•Expected date of admission of the Placing Shares: 19 January 2007
•Expected date of completion of the Acquisition: 22 January 2007
Further details regarding both the Acquisition and the Placing, including the
Notice of the EGM at which the ordinary resolution required to approve the
Acquisition will be proposed, are set out in a shareholder circular ('Circular')
which will be posted to Novera shareholders later today.
Unaudited financial information on NMRE
For the 6 months ended 30 June 2006, NMRE generated an EBITDA of approximately
£6,873,000 and had unaudited net assets of approximately £32,893,000. For the 12
months ended 31 December 2005, NMRE generated an EBITDA of approximately
£8,813,000 and had unaudited net assets of approximately £30,832,000.
There will be a conference call for analysts on 21 December 2006 at 9.30 a.m.
Please contact Rebecca Ghent at Hudson Sandler on 0207 796 4133 for the details
of this call.
For further information please contact:
Novera Energy Limited
David Fitzsimmons (Chief Executive Office) 020 7845 9720
Rory Quinlan (Chief Financial Officer)
Rothschild (Sole financial adviser to Novera in
relation to the Acquisition)
Greg Cant 0161 827 3800
Oriel Securities (Nominated Adviser and joint broker to Novera)
Adrian McMillan 020 7710 7600
Kaupthing (Joint broker to Novera)
Jos Trusted 020 3003 2000
Hudson Sandler (PR adviser to Novera)
Nick Lyon 020 7710 8915
Scott Harris (Private client broker to Novera)
Stephen Scott 020 7653 0030
Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively as financial adviser to
Novera in connection with the Acquisition and is not acting for any other person
and will not be responsible to any other person for providing the protections
afforded to customers of Rothschild or for advising on the transaction and
arrangements proposed in the Circular or any transaction or arrangement referred
to in this announcement.
Oriel Securities has been appointed as Nominated Adviser and joint broker to the
Company. Oriel Securities, which is authorised and regulated in the United
Kingdom by the FSA, is acting as Nominated Adviser and joint broker to the
Company for the purposes of the AIM rules in connection with the Placing and
Admission and is not acting for and will not be responsible to any other person
other than the Company for providing the protections afforded to customers of
Oriel Securities or for advising any other person on the contents of Circular or
any transaction or arrangement referred to in this announcement.
Kaupthing has been appointed as joint broker to the Company. Kaupthing, which is
authorised and regulated in the United Kingdom by the FSA, is acting as joint
broker to the Company for the purposes of the Placing and is not acting for and
will not be responsible to any other person other than the Company for providing
the protections afforded to customers of Kaupthing or for advising any other
person on the contents of the Circular or any transaction or arrangement
referred to in this announcement.
All statements, other than statements of historical fact, contained in this
announcement constitute 'forward-looking statements' . In some cases,
forward-looking statements can be identified by terms such as 'may', 'intend',
'might', 'will', 'should', 'could', 'would', 'believe', 'anticipate', 'expect',
'estimate', 'predict', 'project', 'potential', or the negative of these terms,
and similar expressions. Such forward-looking statements are based on
assumptions and estimates, and involve risks, uncertainties and other factors
that may cause the actual results, financial condition, performance or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.
This information is provided by RNS
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