RNS Number : 4499C
Novera Energy PLC
13 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
13 November 2009
Novera Energy plc
("Novera" or the "Company")
Further response to the extension of Infinis' Offer
The Board of Novera is today writing to Novera Shareholders in response to the extension of Infinis' Offer announced on 3 November 2009. As stated in Novera's circular to Novera Shareholders on 26 October 2009, the Board believes that the Offer of 62.5 pence per Novera Share made by Infinis substantially undervalues the Company and its prospects and recommends that Novera Shareholders reject the Infinis Offer.
The second response circular (the "Second Response Circular") posted today to Novera Shareholders highlights the beneficial new developments in the UK wind market and the progress that Novera continues to make in developing its wind portfolio. The Second Response Circular also addresses certain claims made by Infinis in its announcement of 27 October 2009.
Roy Franklin, Chairman of Novera, commented:
"In addition to Novera's attractive core operating assets, the Company has an exciting and valuable wind development portfolio. The tangible developments of the last few weeks including the Government's measures to ease the historic hurdles of grid connection and planning, improving conditions for financing and continuing progress made by our wind team with respect to planning applications all serve to highlight this point further and reinforce our strong belief that Infinis' Offer substantially undervalues the Company and its prospects. Our management team has continued to demonstrate it has the skills and experience to take our business forward and I urge Shareholders to retain their Novera Shares and reject the Infinis Offer."
The Novera Board, having been so advised by Hawkpoint and Oriel Securities, continues to believe that the Infinis Offer substantially undervalues Novera and its prospects and unanimously recommends that you reject it by taking no action. In providing their advice, Hawkpoint and Oriel Securities have taken into account the Board's commercial assessment. Novera Shareholders are strongly advised to ignore any documents that may be issued by Infinis or its advisers and not to sell their Novera Shares.
The following is edited text of the "Letter from the Chairman of Novera Energy plc" contained in the Second Response Circular.
"Dear Novera Shareholder,
I wrote to you in our circular of 26 October 2009 (the "Circular") setting out your Board's recommendation to reject the cheap and opportunistic Offer from Infinis. In the Circular, we explained the reasons why we believe that the Infinis Offer of 62.5 pence per Share substantially undervalues Novera and its prospects.
Since then, there have been beneficial new developments in the UK wind market and Novera continues to make progress in the development of its wind portfolio.
Tangible improvements in the ability to secure debt funding in the UK wind market
Debt availability in the UK wind market has, we believe, improved, as demonstrated by the competitive process leading up to our announcement of 23 October 2009 relating to financing heads of terms for our Glenkerie wind farm. This facility will provide up to £36 million over a 15-year period.
On 10 November 2009, the European Investment Bank (the "EIB") announced details of a new scheme which could enable up to £1.4 billion of funding to support the construction of UK onshore wind projects. Both of our mandated banks on the Glenkerie financing are participating in this scheme, from which we expect to benefit through a direct reduction in the margins payable on this and future projects.
Novera has a sustainable stand alone financing strategy
In line with industry practice and as stated previously, Novera's strategy includes the option of selling stakes in its wind assets at the appropriate stage to maximise value. Cash generated from such sales will, in conjunction with debt financing, be available to fund new wind farm construction.
Prior to the Offer Period, Novera had started a process of assessing interest from bidders in acquiring a minority stake in one of its operating wind assets. To date, we have received a number of expressions of interest and the Board is encouraged by the level of indicative offers received. This process is expected to complete in early 2010.
In addition, since 30 June 2009, Novera's free cash balance, being net of restricted cash, has increased by £2.4 million to £14.8 million as at 31 October 2009. This cash is also available to fund the construction of new wind farms and demonstrates the cash generative nature of our operating assets.
The increased availability of debt funding, the option of selling stakes in assets, together with the existing levels of cash and continued strong cash generation from Novera's operating assets means that the Board is highly confident in its ability to finance the future development of the Company.
Government investment in the grid connection process
This is an exciting and welcome development for the UK wind industry in general, and Scotland in particular, where Novera has a number of projects under development. Extracts from Ofgem's announcement are set out in the Second Response Circular.
The Government has previously announced measures to rectify uncertainties around grid access and has recently begun a consultation exercise which will end on 17 November 2009, seeking views on further reforms from industry. The Government's preliminary view at the start of the consultation period was that generators should not have to wait for transmission connection while network reinforcements are completed where local networks are already in place, and that any reforms should be focused primarily on those changes needed to accelerate grid access for new generators.
Progress in planning developments
In summary, there have been recent positive developments, all of which the Board believes further demonstrate that Novera has an exciting future as an independent Company and is worth substantially more than 62.5 pence per Share.
Your Board, which has been so advised by Hawkpoint and Oriel Securities, firmly believes that the Infinis Offer substantially undervalues Novera and its prospects and unanimously recommends that you reject the Infinis Offer by taking no action. In providing their advice, Hawkpoint and Oriel Securities have taken into account the Board's commercial assessment. Novera Shareholders are strongly advised to ignore any documents that may be issued by Infinis or its advisers and not to sell their Novera Shares.
As set out in the Circular, we have received letters of support from major institutional Shareholders representing approximately 32.2 per cent. of the existing issued share capital of the Company. These Novera Shareholders have each stated that the Offer substantially undervalues Novera and that they support the Board in its rejection of the Offer.
Roy A Franklin, OBE
13 November 2009"
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 Shareholders dated 26 October 2009 and in the Second Response Circular shall have the same meanings in this announcement. Copies of this announcement and the Second Response Circular are available at the website of the Company at www.noveraenergy.com/announcements.php.
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 www.thetakeoverpanel.org.uk.
"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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