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Tuesday 03 November, 2009

Infinis Energy Ltd

Australian dollar settlement

RNS Number : 8319B
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


Provision of an Australian dollar settlement alternative


Further to the Offer made by Infinis Energy for Novera on 12 October 2009, Infinis Energy announces that Novera Shareholders may elect to receive the Offer consideration in Australian dollars.  


This alternative settlement currency is intended to reduce the delay and cost for Novera Shareholders resident in Australia of receiving and cashing the Offer consideration in Australian dollars.  Although it is aimed at Novera Shareholders resident in Australia, it is being made available to all shareholders.


Terms of the Australian dollar settlement alternative


For Novera Shareholders validly electing for some or all of the Offer consideration to be converted into and paid in Australian dollars, the applicable exchange rate will be the British pound to Australian dollar rate calculated by Travelex at the time the Offer consideration is converted into Australian dollars, which will be before 5.30 p.m. (London time) on the Conversion Date (defined below) (the "Travelex Exchange Rate").  


The Travelex Exchange Rate will be a preferential corporate rate provided to Capita Registrars by Travelex and will provide a better return than the best foreign exchange rate Travelex will provide to individual retail customers at the time of the Travelex Exchange Rate.  The foreign exchange rates Travelex provide to

individual retail customers from time to time are shown on its website at www.travelex.com.


If a Novera Shareholder both (i) validly accepts the Offer in accordance with the terms set out in the Offer Document and Form of Acceptance (summarised below) and (ii) validly elects to receive some or all of the Offer consideration in Australian dollars in accordance with the terms set out in this announcement and, with respect to certificated Novera Shareholders, on the Form of Election available from Capita Registrars (as explained below), such Novera Shareholder will receive such consideration in Australian dollars at the Travelex Exchange Rate, net of Travelex's foreign exchange margin, by a cheque issued by Travelex.


For the purposes of this settlement alternative, Travelex's foreign exchange margin will be 2.25 per cent., which is a preferential corporate rate provided to Capita Registrars by Travelex and will be less costly to Novera Shareholders than the best foreign exchange margin Travelex will charge to individual retail customers at the time of the Travelex Exchange Rate.  The foreign exchange margins Travelex charges individual retail customers from time to time are shown on its website at www.travelex.com.


If a Novera Shareholder validly accepts the Offer but does not validly elect to receive consideration in Australian dollars (in either case, as set out below), such Novera Shareholder will receive consideration in pounds sterling by a cheque drawn on a UK clearing bank.


The ''Conversion Date'' shall be the Business Day preceding the Settlement Date.  The ''Settlement Date'' shall be the day on which cash consideration is settled under the Offer, which will be (i) in the case of acceptances of the Offer received, valid and complete in all respects on or before 1.00 p.m. on the date on which the Offer becomes or is declared unconditional in all respects, within fourteen days of such date; and (ii) in the case of acceptances of the Offer received, valid and complete in all respects after 1.00 p.m on the date on which the Offer becomes or is declared unconditional in all respects but while the Offer remains open for acceptance, within fourteen days of such receipt.


Procedure for election for Australian dollar consideration


Certificated Novera Shareholders who wish to receive consideration for the Offer in Australian dollarmust validly complete a Form of Election in accordance with the instructions printed on it and return it to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK 


For the convenience of Australian Novera Shareholders, a Form of Election and a reply paid envelope are being sent to every Novera Shareholder resident in Australia.  In addition, Capita Registrars will send any shareholder a Form of Election by email or post on request. Capita Registrars can be contacted using the contact details set out below.


Uncertificated Novera Shareholders (who hold their Novera Shares through CREST) who wish to receive the Offer consideration in Australian dollarshould contact Capita Registrars for details of how to validly elect for such settlement alternative. 


The signed Form of Election must be returned (in accordance with the instructions printed on it) or, in respect to uncertificated Novera Shareholders (who hold their Novera Shares through CREST), the instruction required by Capita Registrars must be returned by post or, during normal business hours only, by hand to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK as soon as possible and in any event no later than 1.00 p.m on the date 4 business days prior to the Settlement Date.  If the Form of Election is received after 1.00 p.m. on the date 4 business days prior to the Settlement Date the consideration for such Novera Shareholder's acceptance of the Offer will be paid in pounds sterling.  A valid election to receive the Offer consideration in Australian dollars will be irrevocable once it has been made, unless otherwise agreed by Infinis Energy.


Please note that the procedure for electing to receive the Offer consideration in Australian dollars set out above is in addition to and does not affect the procedure for acceptance of the Offer (summarised below) and an election to receive the Offer consideration in Australian dollars will not itself constitute an acceptance of the Offer.  To accept the Offer, Novera Shareholders must follow the instructions below (see 'A reminder of the procedure for acceptance of the Offer' below), which include a requirement to return a completed Form of Acceptance to Capita Registrars if shares are held in certificated form.  


If you are in any doubt as to the procedure for electing to receive the consideration for the Offer in Australian dollars, please contact Capita Registrars using the contact details set out below.


Equivalence between and acknowledgements of electing Novera Shareholders 


Novera Shareholders who validly elect to receive the Offer consideration in Australian dollars before 1.00 p.m. on the date 4 business days prior to the Settlement Date and whose Form of Acceptance, in acceptance of the Offer, is received by Capita Registrars:


  • on or before the date on which the Offer becomes or is declared unconditional in all respects will have the same Conversion Date (and therefore the same relevant exchange rate); and

  • on a day after the date on which the Offer becomes or is declared unconditional in all respects but while the Offer remains open for acceptance will have the same Conversion Date (and therefore the same relevant exchange rate) as the other Novera Shareholders whose Form of Acceptance is received on that day.

Novera Shareholders who choose to have their consideration paid in Australian dollars acknowledge that:


  • as a result of fluctuation in the Travelex Exchange Rate, Novera Shareholders may receive a different amount of Australian dollars for their Novera Shares than other Novera Shareholders who elect to receive Australian dollars but have a different Settlement Date because their Form of Acceptance is received by Capita Registrars on a different date; and

  • Capita Registrars will convert the Offer consideration into Australian dollars as soon as practicable following its receipt and will not have regard to fluctuation in the British pound to Australian dollar exchange rate calculated by Travelex on the Settlement Date and, therefore, the time at which the Travelex Exchange Rate is set may not give Shareholders electing to receive Offer consideration in Australian dollars the most preferable exchange rate available from Travelex on the Conversion Date.


Details for contacting Capita Registrars


Shareholders can contact Capita Registrars, the receiving agent, by calling 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK.  Lines are open 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.  


Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.  


Alternatively, Capita Registrars can be contacted in writing at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK.


A reminder of the procedure for acceptance of the Offer


The procedure for acceptance of the Offer is unchanged by this announcement or the provision of an Australian dollar settlement alternative.


As previously announced, 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 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 16 November 2009.  


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.


Further Information


Forms of Election for the Australian dollar settlement alternative and copies of the Offer Document and Form of Acceptance are available (during normal business hours) from Capita Registrars. Capita Registrars can be contacted using the contact details above.


A copy of all announcements by Infinis Energy and the Offer Document are available on: www.infinis.com.


If you have any questions as to how to elect to receive consideration for the Offer in Australian dollars or wish to obtain or need help completing the Form of Election (or wish to request additional Forms of Election), please contact Capita Registrars using the contact details set out above.


No acknowledgement of receipt of documents will be given.


Capitalised terms used but not defined in this announcement shall have the meaning given to such terms in the Offer Document.


Enquiries:


BofA Merrill Lynch     Telephone: +44 (0) 20 7628 1000

Noah Bulkin

Paul Bundred

Simon Fraser (Corporate Broking)


Financial Dynamics    Telephone: +44 (0) 20 7831 3113

Andrew Dowler 


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 has been made solely through the Offer Document and, in the case of certificated Novera Shares, the Form of Acceptance accompanying the Offer Document, which contains 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 are 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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