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Novera Energy Ltd (NVE)

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Monday 26 March, 2007

Novera Energy Ltd

Scheme of arrangement

Novera Energy Ltd
26 March 2007

                                                                   26 March 2007

               Novera Energy Limited ('Novera' or 'the Company')

              First announcement of proposed scheme of arrangement

        Transfer of Novera Domicile from Australia to the United Kingdom

The Directors of Novera, one of the leading independent renewable energy groups
in the UK, are pleased to announce Novera's intention to change the domicile of 
Novera from Australia to the UK. This proposal reflects Novera's UK focus, 
enhanced corporate and operational activities and growth prospects. This move
simplifies the corporate structure of Novera and is consistent with 
approximately 80% of the issued share capital of Novera now being held by 
shareholders with a registered address outside Australia, predominantly the UK. 
In addition, since June 2004, all of Novera's substantial assets have been
located in the UK and the Directors expect that the majority of Novera's future 
business will be conducted in the UK. Therefore the Directors believe that the 
change in domicile to the UK is the natural way forward for Novera.

Novera proposes to effect the change of domicile through a scheme of arrangement
under the Australian Corporations Act 2001 (the 'Proposed Scheme'), involving a
share-for-share exchange, with Novera Energy plc, ('Novera (UK)'), a company 
which has been incorporated in England and Wales for this purpose.

If the conditions attaching to the Proposed Scheme are satisfied, all 
shareholders in Novera will exchange their shares in Novera for shares in Novera 
(UK), on a one for one basis. Novera and all of its subsidiaries will then 
become wholly owned by Novera (UK). The Proposed Scheme is subject to 
satisfaction of a number of conditions, including approval by Novera 
shareholders and the Supreme Court of Victoria.

Following implementation of the Proposed Scheme, Novera will cancel its
admission to trading on AIM and Novera (UK) will seek admission to trading on 

An indicative timetable is set out below, which is subject to change and is
dependent on the timing of the Supreme Court of Victoria's hearings. All dates
are in Australian Eastern Standard Time ('AEST') unless otherwise specified. 
Confirmation of the relevant dates will be provided to the market as soon as 
the dates are known:

Expected timetable:

Lodgement of Proposed Scheme documents with
the Australian Securities and Investments
Commission                                                                        26 March 2007

First Supreme Court of Victoria Hearing                                           13 April 2007

Despatch of Scheme Documents to shareholders                   
(all documents will be made available at this time)                               20 April 2007

Scheme Meeting of shareholders of Novera                   6pm AEST and 9am British Summer Time
(immediately following AGM)                           ('BST') on 16 May 2007 (start time of AGM)

Second Supreme Court of Victoria Hearing                                            23 May 2007

Effective Date for Proposed Scheme implementation                                   24 May 2007

Suspension of Novera from trading on AIM              From close of business on 24 May 2007 BST

Record Date to determine entitlements                       7pm on 25 May 2007 or 5pm on 24 May  
                                                                            2007 for DI Holders

Cancellation of AIM quotation of Novera                                  8am BST on 29 May 2007

First day of trading of Novera (UK)                                             29 May 2007 BST

Shareholders will be aware that between June 2005 and April 2006 Novera shares 
were traded on both the Australian Securities Exchange ('ASX') and on AIM. At 
the Annual General Meeting of Novera held in March 2006, shareholders approved
the delisting of Novera from ASX and this took effect on 4 April 2006. As a 
result, shares in Novera are now traded solely on AIM. This proposed scheme is 
another step in simplifying Novera's corporate structure for all investors.

The Directors believe that the re-incorporation is a sensible next step as it 
reflects Novera's increasingly UK focus. All Directors of Novera support the 
proposal and will recommend it to the shareholders of Novera.

Many shareholders currently hold their interest in Novera by way of depository 
interests in CREST in uncertificated form ('DI'). If the Proposed Scheme 
proceeds, then, immediately prior to the record date, the DI arrangements will
be wound up and DI holders will be recorded in the register of Novera as holders 
of ordinary shares in Novera. DI holders will therefore be able to participate
in the Proposed Scheme in the same way as other shareholders. Novera (UK) will 
apply to participate in CREST and it is anticipated that any shares in Novera
(UK) to be issued to former DI holders will be issued to them in uncertificated 
form as CREST holdings.

Shareholders who hold their interest in Novera in certificated form as at the
record date will receive share certificates in respect of their holdings in
Novera (UK).

Arrangements have been or will be made with the holders of options in Novera 
for the cancellation of their existing options and the issue of new options over 
shares in Novera (UK) on terms that are materially consistent with the 
existing terms applicable to each option class.

The Proposed Scheme documentation will be made available once the Supreme Court 
of Victoria has approved it and has ordered the meeting of shareholders of 
Novera. At that time, the Proposed Scheme documentation, which will include an 
explanatory memorandum and an Appendix to the AIM pre-Admission announcement, 
will be sent to shareholders and will be available from Novera's website at


Novera Energy Limited                                         020 7845 9720
David Fitzsimmons, Chief Executive Officer
Rory Quinlan, Chief Financial Officer

Gavin Anderson                                                020 7554 1400
Ken Cronin
Janine Brewis
Kate Hill


Notes to editors:

Novera is the leading independent UK renewable energy group. The Company has
131MW of renewable power generation at 59 sites across the UK and is developing
a portfolio of wind farms with a target capacity of 250MW by 2011.

In addition, planning approval has been granted for Novera to construct its
second wind farm, Lissett in Yorkshire and for Novera to build the 10MW East
London Sustainable Energy facility at the Ford Motor Company site in Dagenham.

Novera has a portfolio of landfill gas, waste and wind assets and projects.

                      This information is provided by RNS
            The company news service from the London Stock Exchange