3i Infrastructure Regulatory News (3IN)

17 Mar 2008 07:01

Novera Energy PLC17 March 2008 Novera Energy plc ("Novera" or the "Company") Offer Update Further to the Company's announcement on 15 February 2008 and the announcementby 3i Infrastructure Limited ("3i Infrastructure") on 18 February 2008 and aheadof the Company's preliminary results announcement on 18 March 2008, the board ofdirectors (the "Board") of Novera is pleased to provide the following update. The Company is continuing negotiations with 3i Infrastructure concerning apossible cash offer for the entire issued and to be issued share capital ofNovera at a price of 90 pence per share. In seeking to address one of the pre-conditions noted in the announcement by theCompany on 15 February 2008, Novera approached Waste Recycling Group Limited ("WRG") requesting consent to a potential change of control in certain leases andlicenses. Court proceedings have now been commenced for a determination of thisissue. Novera were informed on 22 February 2008 that WRG had appointed InfinisLimited as its agent in respect of the matter before the court. The hearing onthis matter is to take place on 7 and 8 April 2008. The Board of Novera also announces that on 18 February 2008 it received anapproach from Infinis Acquisitions Limited. A further announcement will be made as and when appropriate. For further information, please contact: Oriel Securities Limited (Financial Adviser, Nominated 020 7710 7600Adviser and broker to Novera Energy plc)Adrian McMillan / Michael Shaw Gavin Anderson (PR) 020 7554 1400Ken Cronin / Kate Hill Oriel Securities Limited ("Oriel Securities"), which is authorised and regulatedin the United Kingdom by the Financial Services Authority, is acting for Noveraand no-one else in connection with the matters referred to herein and will notbe responsible to anyone other than Novera for providing the protectionsafforded to clients of Oriel Securities or for giving advice in relation to suchmatters. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Novera, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Novera, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Novera by the potential offeror or by Novera, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, 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 economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange