Statement re Possible Offer
3i Infrastructure Ltd
18 February 2008
Not for release, publication or distribution, in whole or in part, in or into
Australia, Canada, the United States of America or Japan, or any other
jurisdiction where to do so would constitute a violation of the relevant laws
of such jurisdiction
18 February 2008
3i Infrastructure Limited
Statement re possible offer for Novera Energy plc
3i Infrastructure Limited ('3i Infrastructure') notes the possible offer
announcement by Novera Energy plc ('Novera') on 15 February 2008 and the recent
press speculation in respect of Novera. 3i Infrastructure confirms that it has
approached the board of directors of Novera and is considering (through Harrier
Acquisitions Limited, a newly-incorporated wholly owned subsidiary of 3i
Infrastructure) a possible cash offer for the entire issued and to be issued
share capital of Novera at a price of 90 pence per share. There can be no
assurance that this approach will lead to a formal offer being made for Novera.
A further announcement will be made as and when appropriate.
For further information, please contact:
3i Investments plc Tel: +44 (0) 20 7975 3100
(as investment adviser to 3i Infrastructure)
Cressida Hogg
Neil King
RBC Capital Markets Tel: +44 (0) 20 7653 4000
(as financial adviser to 3i Infrastructure)
Dai Clement
Adam Hylan
Citigroup Global Markets Limited Tel: +44 (0) 20 7986 4000
(as corporate broker to 3i Infrastructure)
Alex Carter
RBC Capital Markets which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for 3i Infrastructure
and no one else in connection with the possible offer and will not be
responsible to anyone other than 3i Infrastructure for providing the protections
afforded to clients of RBC Capital Markets nor for providing advice in relation
to the possible offer or any other matters referred to in this announcement.
Citigroup Global Markets Limited which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
3i Infrastructure and no one else in connection with the possible offer and will
not be responsible to anyone other than 3i Infrastructure for providing the
protections afforded to clients of Citigroup Global Markets Limited nor for
providing advice in relation to the possible offer or any other matters referred
to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (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 pm (London time) on the 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 (or, if implemented by a scheme of arrangement, such scheme becomes
effective), 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 3i Infrastructure or Novera, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the 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 prices of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership of 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
Takeover 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 Takeover
Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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