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30 Oct 2009 18:32
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 OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
30 October 2009
Novera Energy plc
("Novera" or the "Company")
Shareholder Circular (the "Circular") dated 26 October 2009 - correction
On 26 October 2009, the Board of Novera wrote to Novera Shareholders advising them that the Board firmly believed that the Offer of 62.5 pence per Novera Share made by Infinis Energy ("Infinis") substantially undervalued Novera and its prospects and unanimously recommended that Novera Shareholders rejected the Offer.
It is noted that on page 9 that there are limited alternative UK quoted vehicles for investors to participate in the UK wind sector. The statistics and commentary relating to Greenko Group plc and Renewable Energy Holdings plc should have read as follows:
Greenko Group plc
Installed MW - 91.0
Installed UK onshore wind MW - none
Commentary - Biomass and hydro operations in Asia
Renewable Energy Holdings plc
Installed MW - 41.5
Installed UK onshore wind MW - none
Commentary - Operational assets in wind in Germany and landfill gas in the UK
As stated on page 9, the Directors believe that Novera has a scarcity value.
Words and expressions where defined in the Circular shall, unless the context provides otherwise, have the same meaning in this announcement.
Enquiries:
Novera Energy plc
Roy Franklin, Chairman
Richard Round, Acting Chief Executive Officer/Finance Director
Tel: +44 (0) 20 7845 9720
Hawkpoint Partners Limited (Joint Financial Adviser)
Rupert Newall / Alastair Rogers / Andreas Zapf
Tel: +44 (0) 20 7665 4500
Oriel Securities Limited (Joint Financial Adviser, Nominated Adviser and Broker)
Richard Crawley / Michael Shaw
Tel: +44 (0) 20 7710 7600
Kreab Gavin Anderson (PR)
Ken Cronin / Kate Hill / Michael Turner
Tel: +44 (0) 20 7074 1800
A copy of this announcement will be available at the website of the Company at www.noveraenergy.com/announcements.php.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (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 p.m. (London time) on the London 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, 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 the Infinis or by Novera, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or 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 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 Panel.
Hawkpoint Partners Limited, 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 matters referred to herein and will not be responsible to anyone other than Novera for providing the protections afforded to clients of Hawkpoint Partners Limited or for giving advice in relation to such matters.
Oriel Securities Limited, 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 matters referred to herein and will not be responsible to anyone other than Novera for providing the protections afforded to clients of Oriel Securities Limited or for giving advice in relation to such matters.
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