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Monday 30 November, 2009

Infinis Energy Ltd

Accelerated Settlement

RNS Number : 2800D
Infinis Energy Limited
30 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")


30 November 2009


Settlement of consideration accelerated for limited period


Infinis Energy announces that it is accelerating the settlement of acceptances of the Recommended Increased Final Offer it made on 27 November 2009.


Infinis Energy will despatch the consideration to which Novera Shareholders are entitled under the Recommended Increased Final Offer to validly accepting Novera Shareholders: 

 

(i)    in the case of acceptances received, valid and complete in all respects, as at 1.00 p.m. on 27 November 2009, being the date the Recommended Increased Final Offer was announced unconditional in all respects(the "Unconditional Date") within 3 Business Days of such date; or 

 

(ii)   in the case of acceptances received, valid and complete in all respects, after 1.00 p.m. on the Unconditional Date and before the close of business on 11 December 2009, within 3 Business Days of such receipt, 


and in either case in the manner otherwise described in the Offer Document.


Acceptances received after the close of business on 11 December 2009 but while the Recommended Increased Final Offer remains open for acceptance will be settled, within 14 days of such receipt, in accordance with the requirements of the City Code and in the manner otherwise described in the Offer Document.


To benefit from the accelerated settlement 


Novera Shareholders who wish to benefit from the accelerated settlement and have not yet accepted the Offer, Revised Offer or Recommended Increased Final Offer should accept the Recommended Increased Final Offer in the manner set out in the Original 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 Original Offer Document as soon as practicable and in any event by no later than close of business on 11 December 2009.


Previous acceptors of the Offer


Novera Shareholders who have already accepted the Offerthe Revised Offer or the Recommended Increased Final Offer will obtain the benefit of, and be deemed to have accepted, the Recommended Increased Final Offer and will also obtain the benefit of the accelerated settlement described above.  Such Novera Shareholders need take no further action (assuming their Form(s) of Acceptance have been delivered valid and complete in all respects).


Further information


Copies of the Recommended Increased Final Offer Document, 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 Recommended Increased Final 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 and the Recommended Increased Final 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 Recommended Increased Final 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.


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