RNS Number : 8410B
Novera Energy PLC
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 OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
03 November 2009
Novera Energy plc
("Novera" or the "Company")
Response to the extension of Infinis' Offer
On 26 October 2009, the Novera Board wrote to Novera Shareholders advising them that it firmly believed that the Offer of 62.5 pence per Novera Share made by Infinis Energy Limited ("Infinis") substantially undervalued Novera and its prospects and unanimously recommended that Novera Shareholders reject the Offer.
The Novera Board notes the announcement made earlier today by Infinis of the level of acceptances it has received in relation to the Offer. In particular, the Novera Board notes that the level of acceptances is less than 0.1 per cent. of the existing issued share capital of Novera.
The Novera Board also notes that Infinis has now extended the Offer and that the next closing date will be 16 November 2009.
The Novera Board continues to believe that Infinis' Offer substantially undervalues the Company and recommends that Novera Shareholders continue to take no action and reject the Offer.
Roy Franklin, Chairman of Novera, commented:
"We are encouraged by the extremely low level of acceptances that Infinis has received in response to its Offer. This reinforces the strong support from our Shareholders for the Board's continued rejection of this cheap and opportunistic Offer.
As I stated in our recent Shareholder circular, Novera has attractive core operating assets and an exciting and valuable wind development portfolio. Our management team has strength in depth and the skills and experience to take our business forward."
A further announcement will be made by the Novera Board as and when appropriate.
Novera Energy plc
Roy Franklin, Chairman
Richard Round, Acting Chief Executive Officer/Finance Director
Tel: +44 (0) 20 7845 9720
Hawkpoint Partners Limited (Joint Financial Adviser)
Rupert Newall / Alastair Rogers / Andreas Zapf
Tel: +44 (0) 20 7665 4500
Oriel Securities Limited (Joint Financial Adviser, Nominated Adviser and Broker)
Richard Crawley / Michael Shaw
Tel: +44 (0) 20 7710 7600
Kreab Gavin Anderson (PR)
Ken Cronin / Kate Hill / Michael Turner
Tel: +44 (0) 20 7074 1800
Words and expressions defined in the circular to Novera Shareholders dated 26 October 2009 shall have the same meanings in this announcement. A copy of this announcement is available at the website of the Company at
The Novera Directors accept responsibility for the information contained in this announcement, except that the only responsibility accepted by them in respect of the information contained in this announcement relating to Infinis, 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 Novera Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting for Novera and no one else in connection with the Offer and will not be responsible to anyone other than Novera for providing the protections afforded to clients of Hawkpoint or for providing advice in connection with the Offer.
Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting for Novera and no one else in connection with the Offer and will not be responsible to anyone other than Novera for providing the protections afforded to clients of Oriel Securities or for providing advice in connection with the Offer.
Forward looking statements
This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Novera or the Novera Group and certain plans and objectives of the Board of Novera. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Board of Novera in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the Financial Services Authority, the London Stock Exchange, the AIM Rules or any other applicable law or regulation, Novera assumes no obligation to update or correct the information contained in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Novera, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Novera, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Novera by Infinis or by Novera, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
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