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Novera Energy Ltd (NVE)

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Wednesday 04 January, 2006

Novera Energy Ltd


Novera Energy Ltd
03 January 2006

4 January 2005

(Shareholder Name)

(Shareholder Address)

Dear Shareholder,


On 16 December 2005, the Company applied to the ASX to be delisted so that it
would only be listed on AIM. The ASX has granted the Company approval to delist
from the ASX with effect from 4 April 2006. After the delisting, any shares that
were previously traded on the ASX will instead be traded on AIM.

The board is positive that this step will enhance shareholder value by aligning
the company's future capital raising activities with its long term European
strategy and business.

Accordingly, the board of directors strongly encourages all shareholders to
transfer their holdings to AIM and to facilitate this the company has appointed
Patersons Securities Limited, Australian brokers, to oversee and manage this
process in a smooth manner (see below).  Patersons will work with each
shareholder individually to effect the transfer.

Novera's shares will continue to trade on AIM uninterrupted. The reasons for
delisting and the impact on shareholders are set out in this letter.


In December 2002 Novera Energy Limited listed on the Australian Stock Exchange

In June 2005, the Company was admitted to the Alternative Investment Market of
the London Stock Exchange ('AIM'). AIM was established in 1995 as the London
Stock Exchange's global market for growing companies. As at 31 August 2005 it
had 1,292 entities listed with a market capitalisation of £48.2 billion and a
turnover for the period from January to August 2005 of £26.2 billion.

At present the Company's shares can be traded on both ASX and AIM.

Summary-Company achievements 2005

Having established a profitable and cash generative business and developed its
joint venture with Macquarie Bank, the Company has worked hard in 2005 to
position itself for the next stage of its development.  The key to the future
success of the business lies within the recruitment of the qualified UK
management team.

In October 2005 the Company appointed John Brown (previous Chief Executive of
Speedy Hire plc) as Chairman and David Fitzsimmons (previously Group Vice
President and Head of BP plc oil trading) as Chief Executive Officer.  Appointed
today, Rory Quinlan is the Company's Chief Financial Officer and he will be
migrating to the UK.

The de-listing is regarded by the board to be a positive step to allow the
management team to focus on its strategy of developing, acquiring and operating
a range of assets in Europe, to grow the Company's portfolio of renewable energy
assets and enhance shareholder value.

•  Listing on AIM in June 2005, after raising approximately £5.3 million 
   (A$13 million) through the placement of 9.189 million shares at 58 pence
   (A$1.40) per share.

•  A net profit for the six months to 30 June 2005 of £0.255 million 
   (A$0.617 million).

•  Receipt in July of a £1.2 million (A$ 2.9 million) cash distribution from 
   Novera Macquarie Renewable Energy Limited ('NMRE').

•  The sale by Novera to NMRE of the Mynydd Clogau 14.5 MW wind farm in Wales.

•  NMRE's acquisition in May of Umwelt Windrad GmbH & Co KG, the owner of two 
   wind farms in Germany, and progress by Novera on wind farm developments in 
   Scotland and northern England.

•  Negotiation of UK government support totalling £5 million (A$11.9 million) 
   for Novera's 10MW East London Sustainable Energy Project.

•  NMRE remains on track to pay a full year distribution of £3.1 million 
   (A$7.6 million).

Why is the Company delisting?

The board of directors considers that as the Company moves onto its next phase
of development it is in the best interests of shareholders for it to cease to be
listed on ASX and for its shares to be removed from the Official List of ASX and
to trade solely on AIM. The board strongly believes that, as a consequence of
being listed solely on AIM, investor interest in the Company will significantly
increase in the United Kingdom and Europe, which is where all recent significant
capital funding has been sourced.

The proposal reflects the Company's focus in the northern hemisphere as the
growth area of the future, particularly given the more favourable government
incentives for renewable energy in that region. The United Kingdom has a
renewable energy target of 15% of total electricity demand by 2015 whereas
Australia has less than 2% by 2010. Reflective of this is also the fact that the
Company's Chairman, Chief Executive Officer and the majority of the operational
senior executives are based in the United Kingdom.

In terms of stock market interest and support, in 2005 the Company raised a
significant amount of capital, totalling AUD 16.8 million, the majority of which
was raised from UK investors.

Further, given the current UK and European operational base of the Group, the
cost of maintaining the Australian listing is no longer justifiable. A direct
benefit of the proposed delisting will be achieving a reduction in the
administrative time and costs incurred in the maintenance of the dual listing.

How will this impact on the Company and its shareholders?

Removal from the ASX Official List will have limited impact on the Company and
its Shareholders as:

  • the Company will remain incorporated in Australia and be subject to
    Australian law, in particular the Corporations Act.

  • financial statements will be prepared under AIFRS in line with all other
    Australian public companies.

  • there will be limited changes to how information is disclosed to
    shareholders. There will no longer be disclosures to the ASX. The avenues
    for disclosure will be:

    (i)  London stock exchange (

    (ii) Australian Securities and Investments Commission.

    (iii)Company's website       (

    (iv) Direct communication with the Company for paper copies of all 
         announcements and financial reports.

  • Market price information will be available through:


    (ii) London Financial Times;

    (iii) financial websites including,
; and

    but not from Australian newspapers.

Even though the Company will no longer be subject to ASX listing rules it will
be bound by the continuous disclosure rules of the Corporations Act and the AIM
rules. Of significance are the disclosure requirements of section 675 of the
Corporations Act which require that if a Company becomes aware of information
that is not generally available and that a reasonable person would expect to
have a material effect on the value of the securities of the Company, that
information must be provided to ASIC. Also Rule 11 of the AIM Rules provides
that a Company must issue notification, without delay, of any developments which
are not public knowledge and that if made public, would be likely to lead to a
substantial movement in the price of the securities of that Company. The Company
currently posts all ASX/AIM announcements on the Company website. Following its
removal from the ASX the Company will continue to post all relevant AIM/ASIC
notices on the website.

What are the tax implications?

Tax advice received by the Company is that there are no adverse taxation
implications for Australian resident shareholders of the Company ceasing to be
listed on ASX, and further, there are no adverse tax implications for UK
residents holding Novera shares. The Company recommends however that
shareholders seek independent tax advice.

How will shareholders deal in their shares?

The Company has been advised that Australian shareholders will be able to trade
shares in the Company via a number of Australian brokers with relationships with
AIM designated brokers. Alternatively, shareholders can contact one of the
members of the London Stock Exchange who are AIM designated brokers  who will be
able to facilitate trading of their shares on AIM.

To assist shareholders in this process, the Company has entered into an
arrangement with Paterson Securities Limited (Patersons) who have agreed to
facilitate the transfer/trading of shares on AIM. The contacts at Patersons are
Ms Sandra Burton ((08) 9263 1201, [email protected]), Ms Jane Irwin ((08) 9263
1193, [email protected]) and Mr Lachlan Clampett, ((02) 8238 6256,
[email protected] Please rever to the attachment 'How to Transfer/Trade
Shares in Novera'.

The Company is confident that the transition to AIM will be a smooth process.

Yours sincerely

John Brown


Australian registered shareholders, in the period to delisting on 4 April 2006,
may choose between the following alternatives: -

 A. Transfer their shareholding from the ASX to AIM
 B. Do nothing and await delisting and receive their share certificate. No action
    is required from shareholders under this approach.
 C. Liquidate holding on the ASX

Examining each alternative separately:-

 A. Transfer their shareholding from the ASX to AIM

    1.  contact an Australian or UK broker in regard to trading in shares in the
        Company.  (Many Australian brokers are likely to have a relationship 
        with a party in the UK in order to facilitate trading on AIM). Patersons
        has entered into an arrangement with Novera to assist shareholders to 
        transfer/trade their shares.

    2.  establish account with a broker and follow steps outlined by them in
        order to establish relationship with them.

    3.  provide the holding statement and/or share certificate to broker along
        with any other documents requested by the broker.

    4.  broker will advise what further forms if any they require for the
        transfer to be executed.  This will include a signed CREST Transfer 
        Form. (see attached).

    5.  the broker will arrange for the transfer from the ASX to AIM.
        Shareholders can elect to have their holding deposited electronically 
        into Patersons CREST account in the UK. Patersons would therefore hold 
        stock electronically in their existing omnibus account in trust for the 
        beneficial owner and the shareholder will not receive a share 

    6.  the share registry can arrange for the electronic transfer of shares to
        CREST upon delisting.

 B. Do nothing and await delisting and receive share certificate. No action is
    required from shareholders under this approach.

As from 4 April 2006, shareholders will be able to trade shares via AIM only.
Broadly, shareholders will be able to trade shares in a similar manner as for
ASX listed companies by liaising with their broker. Steps which Australian
registered shareholders will take in order to trade shares in the Company are as

    1.  receive share certificate from the Company's share registrar - this will
        enable shareholders to trade on AIM (and must be kept in a safe place as 
        it is proof of ownership of shares in the Company).

    2.  contact an Australian or UK broker in regard to trading in shares in the
        Company.  (Many Australian brokers are likely to have a relationship 
        with a party in the UK in order to facilitate trading on AIM). Patersons 
        has entered into an arrangement with Novera to assist shareholders to 
        trade their shares.

    3.  establish account with a broker and follow steps outlined by them in 
        order to establish relationship with them.

    4.  provide the share certificate to broker along with any other documents
        requested by the broker (see points 3. and 5.).

    5.  broker will advise what further forms if any they require for the trade
        to be executed.  This will include a signed CREST Transfer Form 
        (see attached). The broker cannot execute a sell order until 
        confirmation is received  that the stock is electronically cleared into 
        the CREST account.

    6.  the broker will then be able to place an order on a shareholder's behalf 
        on receipt of instruction by the shareholder. Once the trade is effected 
        settlement of the trade will take place in T + 5 + time needed to 
        provide funds internationally.

 C. Liquidate holding on the ASX

Shareholders wishing to dispose of their shareholding prior to the delisting
would have the flexibility to deal through their own stockbroker or through
Patersons.  Paterson's transaction fees for this process will be 1% with a
minimum of $100.

                           ARRANGEMENT WITH PATERSONS

Contact details:

Patersons Securities Limited
Level 27
264 George Street
Sydney NSW Australia 2000

Ms Sandra Burton               (08) 9263 1201  [email protected]
Ms Jane Irwin                  (08) 9263 1193  [email protected]
Mr Lachlan Clampett            (02) 8238 6256  [email protected]

Account Establishment procedure:

What is required:

1.   Full name details
2.   Address details (both residential and postal if applicable)
3.   Contact telephone numbers - one of which must be a landline

ID Requirements:  Under the recently introduced Financial Services Reform act,
for an account to remain open greater than 30 days certain ID is required (if
the transaction is likely to be a 'one off' transaction, please advise this at
the time).  This can be either a copy of your drivers license or passport, and
one of the following showing your name; utility bill, phone account, rates
notice, Medicare card.

Payment:  Settlement is expected to occur within 14 days of transacting in local
currency and can be paid by:

1.   A cheque can be posted for the settlement amount; or
2.   Funds can be deposited into a nominated bank account

Fees and Charges

For clients wishing to trade in the AIM market the following charges will apply.


Trading overseas attracts brokerage charges that are as follows:

Patersons Securities Limited charge: AU$100 (1% thereafter) plus GST
UK Counterparty charge: £50 (0.3% thereafter)

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

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