RNS Number : 0304D
Infinis Energy Limited
25 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”)
25 November 2009
Revised Cash Offer for Novera
Infinis Energy announces that it yesterday acquired 5,600,000 Novera Shares, representing approximately 3.9 per cent. of the existing share capital of Novera, from a single shareholder, at a price of 75 pence per Novera Share.
Pursuant to Rule 6.2 of the City Code, Infinis Energy is therefore pleased to announce a revised cash offer for Novera of 75 pence per Novera Share (the "Revised Offer").
This Revised Offer is at a premium to where the shares have traded for a considerable period of time.
55.4 per cent. to the closing middle market price of 48.3 pence per Novera Share on 6 October 2009; and
71.4 per cent. to the average closing middle market price of 43.8 pence per Novera Share for the six months up to and including 6 October 2009.
Infinis Energy believes that its Revised Offer is in the best interests of Novera shareholders given the attractive cash premium highlighted above, the relatively low liquidity of Novera Shares and its view that Novera lacks the management expertise necessary to deliver a strategy which will create value for its shareholders.
Levels of Acceptance
Prior to today's announcement, Infinis Energy owned 61,762,601 Novera Shares, representing approximately 42.6 per cent. of the existing issued share capital of Novera. On 17 November 2009, Infinis Energy announced that it had received valid acceptances for its Offer in respect of 226,261 Novera Shares representing approximately 0.2 per cent. of the issued share capital of Novera.
Accordingly, Infinis Energy now either owns or has received valid acceptances which it may count towards the satisfaction of the Condition to the Revised Offer in respect of a total of 67,588,862 Novera Shares representing, in aggregate, approximately 46.7 per cent. of the issued share capital of Novera.
The only condition to the Revised Offer is that valid acceptances are received which will result in Infinis Energy holding Novera Shares representing in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of Novera. Following today's announcement, this Condition would be fulfilled once Infinis Energy receives valid acceptances representing, in aggregate, more than 3.3 per cent. of the issued share capital of Novera.
Under Rule 35.1 of the City Code, in the event that Infinis Energy's Revised Offer has not become or been declared wholly unconditional and has been withdrawn or has lapsed otherwise than pursuant to Rule 12.1 of the City Code, Infinis Energy may not, without the consent of the Panel, within 12 months from the date on which such offer is withdrawn or lapses, amongst other things, either:
(a) announce an offer or possible offer for Novera (including a partial offer); or
(b) acquire any interest in shares of Novera or procure an irrevocable commitment in respect of shares of Novera.
Revised offer document
A revised offer document containing further terms of the Revised Offer will be sent to Novera Shareholders shortly. The Revised Offer will remain open for a period of not less than two weeks following the date on which the revised offer document is posted.
Acceptance of the Revised Offer
Novera Shareholders who wish to accept the Revised Offer and have not yet done so through acceptance of the Offer 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 the final closing date, which will be set out in the revised offer document that will be posted to Novera Shareholders shortly.
Previous acceptors of the Offer
Novera Shareholders who have already accepted the Offer will obtain the benefit of, and be deemed to have accepted, the Revised Offer. Such Novera Shareholders need take no further action (assuming its Form(s) of Acceptance have been delivered valid and complete in all respects).
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: www.infinis.com.
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 is in accordance with the facts and does not omit anything likely to affect the import of such information.
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