3i Infrastructure Regulatory News (3IN)

18 Feb 2008 07:00

3i Infrastructure Ltd18 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 offerannouncement by Novera Energy plc ("Novera") on 15 February 2008 and the recentpress speculation in respect of Novera. 3i Infrastructure confirms that it hasapproached the board of directors of Novera and is considering (through HarrierAcquisitions Limited, a newly-incorporated wholly owned subsidiary of 3iInfrastructure) a possible cash offer for the entire issued and to be issuedshare capital of Novera at a price of 90 pence per share. There can be noassurance 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 HoggNeil King RBC Capital Markets Tel: +44 (0) 20 7653 4000(as financial adviser to 3i Infrastructure)Dai ClementAdam 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 bythe Financial Services Authority, is acting exclusively for 3i Infrastructureand no one else in connection with the possible offer and will not beresponsible to anyone other than 3i Infrastructure for providing the protectionsafforded to clients of RBC Capital Markets nor for providing advice in relationto the possible offer or any other matters referred to in this announcement. Citigroup Global Markets Limited which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for3i Infrastructure and no one else in connection with the possible offer and willnot be responsible to anyone other than 3i Infrastructure for providing theprotections afforded to clients of Citigroup Global Markets Limited nor forproviding advice in relation to the possible offer or any other matters referredto 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) in1% or more of any class of "relevant securities" of Novera, all "dealings" inany "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the 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 (or, if implemented by a scheme of arrangement, such scheme becomeseffective), 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 3i Infrastructure or Novera, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) 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 inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the prices ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership of 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 theTakeover Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the TakeoverPanel. This information is provided by RNS The company news service from the London Stock Exchange