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:
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
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
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
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