RNS Number : 8644A
Infinis Energy Limited
15 October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
15 October 2009
Infinis Energy Limited ("Infinis Energy")
Cash Offer for
Novera Energy plc ("Novera")
Response to Novera announcement
Infinis Energy notes today's announcement from Novera in relation to the Offer.
As set out in the Offer Document posted to shareholders, on 6 October 2009 Infinis Energy acquired approximately 13.0 per cent. of the existing issued share capital of Novera, from Credit Suisse Securities (Europe) Limited, the largest shareholder in Novera other than Infinis Energy, at a price of 62.5 pence per Novera Share. The acquisition triggered a mandatory cash offer for Novera in accordance with the provisions of Rule 9 of the City Code.
The only condition to the Offer is that valid acceptances are received which will result in Infinis Energy holding Novera Shares representing in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of Novera. The Condition and further terms of the Offer are set out in full in Appendix I of the Offer Document. Given that Infinis Energy currently holds Novera Shares representing, in aggregate, 42.6 per cent. of the issued share capital of Novera, the Condition would be fulfilled once Infinis Energy receives valid acceptances representing, in aggregate, more than 7.4 per cent. of the issued share capital of Novera.
The Offer is at a premium to where the shares have traded for a considerable period of time.
30 per cent. to the closing middle market price of 48.3 pence per Novera Share on 6 October 2009 (being the last Business Day prior to the Announcement Date); and
43 per cent. to the average closing middle market price of 43.8 pence per Novera Share for the six months up to and including 6 October 2009.
Infinis Energy continues to believe that its Offer is in the best interests of Novera Shareholders given the attractive cash premium highlighted above, the relatively low liquidity of Novera Shares and its view that Novera lacks the management expertise necessary to deliver a strategy which will create value for its shareholders.
Under Rule 35.1 of the City Code, in the event that Infinis Energy's Offer has not become or been declared wholly unconditional and has been withdrawn or has lapsed otherwise than pursuant to Rule 12.1 of the City Code, Infinis Energy may not, without the consent of the Panel, within 12 months from the date on which such offer is withdrawn or lapses, amongst other things, either:
(a) announce an offer or possible offer for Novera (including a partial offer); or
(b) acquire any interest in shares of Novera or procure an irrevocable commitment in respect of shares of Novera.
Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Any Novera Shareholder that has yet to receive their copy of the Offer Document and personalised Form of Acceptance can obtain an electronic copy via email from Capita. Details for telephoning Capita from outside the United Kingdom are set out below.
A copy of all announcements by Infinis Energy and the Offer Document are available on:
The procedure for acceptance of the Offer is set out in paragraph 7 of Part B of Appendix I of the Offer Document and, in respect of certificated shares, the accompanying Form of Acceptance.
If your Novera Shares are held in certificated form (that is, not through CREST) and you wish to accept the Offer, you should comply with the instructions in paragraph 7(A) of Part B and Part C of Appendix I of the Offer Document and the Form of Acceptance and complete, sign and return the enclosed Form of Acceptance, together with all other required documents, as soon as possible and, in any event, so as to be received either by post or, between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding public holidays), by hand by Capita Registrars, the receiving agent to the Offer, at the above address, no later than 1.00 p.m. (London time) on 2 November 2009. A reply-paid envelope (for use only within the United Kingdom) is enclosed for your convenience. No acknowledgement of receipt of documents will be given.
If your Novera Shares are held in uncertificated form (that is, in CREST) and you wish to accept the Offer, you should comply with the instructions set out in paragraph 7(B) of Part B and Part D of Appendix I of the Offer Document so that the relevant TTE instruction settles no later than 1.00 p.m. (London time) on 2 November 2009.
If you have any questions as to how to complete the Form of Acceptance (or wish to request additional Forms of Acceptance) or as to how to make an Electronic Acceptance, please contact Capita Registrars on 0871 664 0321 or +44 20 8639 3399 (if telephoning from outside the United Kingdom) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding United Kingdom public holidays) or at the address set out above.
Terms used in this announcement shall have the meaning given to them in the Offer Document.
BofA Merrill Lynch Telephone: +44 (0) 20 7628 1000
Simon Fraser (Corporate Broking)
Financial Dynamics Telephone: +44 (0) 20 7831 3113
This announcement is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer will be made solely through the Offer Document and, in the case of certificated Novera Shares, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in such documents.
BofA Merrill Lynch, a subsidiary of Bank of America Corporation, is acting exclusively for Infinis Energy in connection with the Offer and for no one else and will not be responsible to anyone other than Infinis Energy for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Climate Change Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively for Infinis Energy in connection with the Offer and will not be responsible to anyone other than Infinis Energy for providing the protection afforded to clients of Climate Change Capital or for providing advice in relation to the Offer.
The availability of the Offer to persons who are not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and/or regulations of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.
Nothing in this announcement is intended, or is to be construed, as a forecast, projection or estimate of the future financial performance of Infinis, Infinis Energy, Infinis Holdings, Terra Firma and/or Novera and/or other members of the Infinis Group and/or the Infinis Group as a whole.
This announcement, including information included or incorporated by reference in this announcement, may contain forward-looking statements concerning Infinis, Infinis Energy, Infinis Holdings, Terra Firma and/or Novera and/or other members of the Infinis Group and/or the Infinis Group as a whole. Generally the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviour of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither Infinis, Infinis Energy, Infinis Holdings, Terra Firma nor Novera, nor any other members of the Infinis Group assume any obligation in respect of, nor intend to update, these forward-looking statements, except as required pursuant to applicable law.
To the extent permitted by applicable law and in accordance with normal UK practice, Infinis Energy, or its nominee or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Novera Shares other than pursuant to the Offer, such as in open market or privately negotiated purchases during the period in which the Offer remains open for acceptance. Such purchases, or arrangements to purchase, must comply with English law, the City Code, the AIM Rules and other applicable law.
The directors of Infinis Energy and Terra Firma accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of the information in this announcement relating to Novera, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the directors of Infinis Energy and Terra Firma (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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