RNS Number : 8212C
Novera Energy PLC
20 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
20 November 2009
Novera Energy plc
("Novera" or the "Company")
Update regarding Novera's financing strategy
In the circular sent to Novera Shareholders on 13 November 2009 (the "Circular"), the Novera Board set out, amongst other things, its sustainable stand alone financing strategy. This strategy includes the option of selling stakes in Novera's 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 and at the time of the publication of the Circular, the Company had received a number of indicative offers.
Following the receipt of these initial indicative offers, a number of parties were provided with further financial and operational information. Novera has now received further detailed indicative offers and the Novera Board is extremely encouraged by the response. Novera will now conduct negotiations with the interested parties in conjunction with a detailed due diligence exercise with the aim of executing definitive sale and purchase documentation early in 2010.
The Novera Board believes that, should the process complete, it would demonstrate the substantial value that the Novera management team has created for the Company by taking a wind farm through the development process to operation and would also provide the necessary capital to construct increased wind generation capacity from the existing portfolio.
In the Circular, the Novera Board also confirmed that Novera had free cash balances of £14.8 million as at 31 October 2009. Since that date, Novera has drawn down the final £1.8 million from the Lissett Airfield wind farm project finance debt facility. This amount represents the outcome of the 'equity true up' process, which results in the return of equity that Novera placed in the wind farm special purpose vehicle as a contingency for construction costs. Construction was completed below budget and therefore the cash was available for release, which along with other cash movements increased our free cash balance as at 14 November 2009 by a further £2.0 million to £16.8 million. This cash is also available to fund the construction of new wind farms.
The developments highlighted above further underline the Novera Board's confidence in its ability to finance the future development of the Company.
The Board of Novera continues to believe that the Infinis Offer substantially undervalues the Company, and advises that Shareholders take no action at this time and do not sell their Novera Shares.
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 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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