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Friday 27 November, 2009

Infinis Energy Ltd

Offer Update

RNS Number : 2234D
Infinis Energy Limited
27 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")
 
 


27 November 2009


Wholly Unconditional Recommended Increased Final Cash Offer for Novera


The Boards of Infinis Energy and Novera are today pleased to announce the terms of a revised recommended cash offer for Novera of 77 pence per Novera Share, which is final and will not be increased (the "Recommended Increased Final Offer").


Earlier today, Infinis Energy acquired 5,071,434 Novera Shares, representing approximately 3.50 per cent. of the existing issued share capital of Novera, from a single shareholder, at a price of 77 pence per Novera Share.  Pursuant to Rule 6.2 of the City Code, the Revised Offer made by Infinis Energy on 25 November 2007 (the "Previous Offer") is being increased accordingly.


Following this purchase, Infinis Energy now owns 72,634,035 Novera Shares, representing approximately 50.15 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 0.16 per cent. of the existing issued share capital of Novera. Infinis Energy therefore has now received valid acceptances in respect of Novera Shares and acquired or agreed to acquire Novera Shares which it may count towards the satisfaction of the Condition of the Recommended Increased Final Offer in respect of a total of 72,860,296 Novera Shares representing, in aggregate, approximately 50.31 per cent. of the existing issued share capital of Novera.


The only Condition to the Previous Offer was that valid acceptances were received which, together with Novera Shares acquired or agreed to be acquired before such time, would 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.  Accordingly, Infinis Energy's Recommended Increased Final Offer is now wholly unconditional.


The Recommended Increased Final Offer represents a premium of approximately:

  • 59.6 per cent. to the closing middle market price of 48.3 pence per Novera Share on 6 October 2009; and

  • 76.0 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 Recommended Increased Final Offer is in the best interests of Novera Shareholders providing an attractive exit, in cash, at a compelling premium.


The Novera Board, which has been so advised by Hawkpoint and Oriel Securities, considers the terms of the Recommended Increased Final Offer to be fair and reasonable and recommends that Novera Shareholders accept the Recommended Increased Final Offer, as each Novera Director who holds Novera Shares intends to do in respect to his own beneficial holdings. In providing their advice, Hawkpoint and Oriel Securities have taken into account the commercial assessments of the Novera Board.


Irrevocable undertakings


Infinis Energy has received irrevocable undertakings from each Novera Director who holds Novera Shares to accept the Recommended Increased Final Offer in respect of their own beneficial holdings, representing approximately 0.24 per cent. of the existing issued share capital of Novera.


Infinis Energy has also received irrevocable undertakings from certain institutional shareholders to accept the Recommended Increased Final Offer in respect of their entire holdings, representing approximately 17.76 per cent. of the existing issued share capital of NoveraInfinis Energy has therefore received, in total, irrevocable undertakings to accept or procure the acceptance of the Offer in respect of Novera Shares representing approximately 18.0 per cent. of the existing issued share capital of Novera.


Further details of these irrevocable undertakings, including the circumstances in which they will cease to be binding, are set out at the Appendix to this announcement.  


Extension of Recommended Increased Final Offer


Infinis Energy announces that the Recommended Increased Final Offer will remain open for acceptance until further notice and for a period of not less than 14 days from the date that the revised offer document is posted.


As a result of this extension, 1.00 p.m. on 30 November 2009 is no longer a closing date for the Offer and, therefore, no announcement of the level of acceptances as of that date will be made.


Revised offer document


revised offer document containing further terms of the Recommended Increased Final Offer will be sent to Novera Shareholders shortly. 


Settlement


Settlement of the consideration to which Novera Shareholders are entitled under the Recommended Increased Final Offer will be despatched to validly accepting Novera Shareholders: (i) in the case of acceptances received, valid and complete in all respects, as at 1.00 p.m. today, within 14 days of today's date; or (ii) in the case of acceptances received, valid and complete in all respects, after 1.00 p.m. today but while the Recommended Increased Final Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner otherwise described in the Offer Document.


Acceptance of the Recommended Increased Final Offer


Novera Shareholders who wish to accept the Recommended Increased Final 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 and Revised Offer Document (when published) as soon as practicable and in any event by no later than the final closing date to be announced in due course.


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 Recommended Increased Final Offer.  Such Novera Shareholders need take no further action (assuming its Form(s) of Acceptance have been delivered valid and complete in all respects).


Reservation of rights


Infinis Energy reserves the right, pursuant to Rule 32.2 of the City Code, not to be bound by its no increase statement above and to increase the Recommended Increased Final Offer in the event of either a competitive situation arising or otherwise with the consent of the Panel.


Further information


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 and Revised Offer Document are/will be available on: www.infinis.com.


Terms used in this announcement shall have the meaning given to them 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


Novera Energy plc                                  Telephone: +44 (0) 20 7845 9720

Roy Franklin

Richard Round


Hawkpoint Partners Limited                  Telephone: +44 (0) 20 7665 4500

Rupert Newall

Alastair Rogers

Andreas Zapf


Oriel Securities Limited                         Telephone: +44 (0) 20 7710 7600

Richard Crawley

Michael Shaw

 

Kreab Gavin Anderson                           Telephone: +44 (0) 20 7074 1800

Ken Cronin

Kate Hill

Michael Turner


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 Recommended Increased Final Offer is being made solely through the Revised Offer Document and, in the case of certificated Novera Shares, the Form of Acceptance accompanying the Offer Document, which will contain/contain the full terms and conditions of the Recommended Increased Final Offer, including details of how to accept the Recommended Increased Final Offer. Any acceptance or other response to the Recommended Increased Final 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 Recommended Increased Final 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 Recommended Increased Final 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 Recommended Increased Final 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 Recommended Increased Final Offer.


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 Recommended Increased Final 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 Recommended Increased Final 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 Recommended Increased Final 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 Recommended Increased Final Offer.


The availability of the Recommended Increased Final 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 Recommended Increased Final Offer, such as in open market or privately negotiated purchases during the period in which the Recommended Increased Final 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, save that the only responsibility accepted by them in respect of the information in this announcement relating to Novera, 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 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.

  Appendix

Details of Irrevocable Undertakings


Directors

            

Name

    Number of Novera    Shares held

Percentage of existing issued share capital of Novera

Roy Alexander Franklin, OBE

 75,000

0.05% 

Richard Calvin Round

 -  

-  

John Hewson

 131,807 

0.09% 

Michael Anthony Cairns, OBE

 20,000 

0.01% 

Brian Duckworth, OBE

 95,000 

0.07%

James Richard Grace

 20,000 

0.01% 

 



Total

341,807

0.24%


These undertakings will remain binding unless a higher competing offer is made for Novera or the Offer lapses or is withdrawn.



Institutional Shareholders


Name

    Number of Novera    Shares held

Percentage of existing issued share capital of Novera

Harrier Acquisitions Limited

12,406,392

8.57%

Caledonia Investments plc

8,249,869

5.70%

Aviva Investors

5,071,433

3.50%




Total

25,727,694

17.76%


These undertakings will remain binding unless a higher competing offer is made for Novera or the Offer lapses or is withdrawn or there is a material change or a court or regulator requires their withdrawal.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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