RNS Number : 8316B
Infinis Energy Limited
03 November 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
Infinis Energy Limited (“Infinis Energy”)
Cash Offer for
Novera Energy plc (“Novera”)
3 November 2009
Offer for Novera extended until, and closing at, 1.00 p.m. on 16 November 2009.
Infinis Energy announces that its Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document posted to Novera Shareholders on 12 October 2009, is extended to and will remain open for acceptance until 1.00 p.m. on 16 November 2009 (the "Second Closing Date").
Levels of Acceptance
As at 1.00 p.m. (London time) on 2 November 2009, being the First Closing Date of the Offer, Infinis Energy had received valid acceptances in respect of 121,377 Novera Shares representing approximately 0.1 per cent. of the issued share capital of Novera. None of the acceptances were received from persons acting in concert with Infinis Energy or were in respect of Novera Shares which were subject to an irrevocable commitment or a letter of intent procured by Infinis Energy or any of its associates (no such irrevocable commitment or letter of intent having been procured).
In addition, Infinis Energy holds a further 61,762,601 Novera Shares representing approximately 42.6 per cent. of the issued share capital of Novera.
Accordingly, as at 1.00 p.m. (London time) on 2 November 2009, Infinis Energy either owned or had received valid acceptances of its Offer which it may count towards the satisfaction of the Condition to the Offer in respect of a total of 61,883,978 Novera Shares representing, in aggregate, approximately 42.7 per cent. of the issued share capital of Novera.
The Offer is conditional only upon valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the Second Closing Date of the Offer (or such later time(s) and/or date(s) as Infinis Energy may with the consent of the Panel or in accordance with the City Code, decide) in respect of Novera Shares which, together with Novera Shares acquired or agreed to be acquired before such time(s), will result in Infinis Energy and any person acting in concert with it holding Novera Shares representing in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Novera including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Novera Shares that are unconditionally allotted or issued before the Offer becomes unconditional.
For the purposes of this Condition, shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Novera.
Given that Infinis Energy currently either owns or has received valid acceptances of its Offer in respect of a total of approximately 42.7 per cent. of the issued share capital of Novera, this Condition would be fulfilled once Infinis Energy receives valid acceptances representing, in aggregate, more than 7.3 per cent. of the issued share capital of Novera.
Further acceptance of the Offer
Novera Shareholders who wish to accept the Offer and have not yet done so are urged to do so in the manner set out in the Offer Document and, if they hold Novera Shares in certificated form, deliver a Form of Acceptance in accordance with the instructions set out thereon and in the Offer Document as soon as practicable and in any event by no later than 1.00 p.m. on the Second Closing Date.
It is expected that settlement of the consideration due under the Offer in respect of valid acceptances which have been received prior to the Second Closing Date and are valid and complete in all respects will be dispatched on or before 30 November 2009.
A reminder of the procedure for accepting the Offer
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 address below, no later than 1.00 p.m. (London time) on 16 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 16 November 2009.
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. In addition, any Novera Shareholder can obtain an electronic copy via email from Capita Registrars. Details for telephoning Capita Registrars from outside the United Kingdom are set out below.
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.
A copy of all announcements by Infinis Energy and the Offer Document are available on:
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.
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. 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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