Generation Ess. Regulatory News (TGE)

2 Oct 2009 15:27



Caledonia Investments

Tender Offer

Caledonia Investments plc, Gas Fin Investments S.A. and gas fin s.a. ANNOUNCE PURCHASE OF SECURITES IN TGE Marine AG AND TENDER OFFER

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa or any other jurisdiction in which the same would be unlawful (each a "Restricted Jurisdiction").

Initial Share Purchase

Caledonia Investments plc, Gas Fin Investments S.A. and Gas Fin S.A. (the "Offerors") announce that today they acquired 141,937 Registered Shares of TGE Marine AG ("TGE" or the "Company"), representing 11.66 per cent of the Company, from certain institutional shareholders (the "Initial Share Purchase"), taking the Offerors' combined shareholdings in the Company, together with those of Gas Fin GbR, to 76.21 per cent in aggregate. The price agreed for the Initial Share Purchase was £37.50 per Registered Share, which represents a premium of 14.05 per cent over the closing mid-market price of a TGE Registered Share on 1 October 2009. 

Tender Offer

The Offerors believe that there is no longer a significant benefit to the Company in retaining a quotation on AIM. Therefore the Offerors intend to take the necessary steps to procure the cancellation of admission to AIM of TGE's shares. Before doing so, the Offerors consider that it is appropriate to offer all other Shareholders and Depository Interest Holders the opportunity to sell their Registered Shares or Depository Interests ("Securities") at the same price as in the Initial Share Purchase, being £37.50 per Registered Share or Depository Interest, by way of the Tender Offer described below.

Shareholders and Depository Interest Holders ("Tender Offer Participants") will be given the opportunity to sell their Securities in the Company by means of completing a Tender Form (in the case of Registered Shares held in certificated form) or a TTE Instruction (in the case of Depository Interests held in CREST). A Circular and accompanying Tender Form will be sent to Tender Offer Participants shortly regarding the Tender Offer setting out the terms and conditions of the Tender Offer and instructions as to acceptance. 

Tender Offer Participants may tender all or some only of their Securities. There is no obligation for Tender Offer Participants to sell any of their Securities however they should be aware that, following a de-listing of the Company from AIM, there will not be a ready market in the Company's Securities.

Background and reason for the Tender Offer

TGE is a leading provider of engineering services for the design and construction of gas carriers and offshore units. Previously owned by Suez-Tractebel S.A., the Company was acquired in 2006 by a consortium involving several members of its then management team, including Vladimir Puklavec. In 2007, TGE decided to divest its onshore division in order to focus on growing and developing its marine gas carrier business and in May 2008 the division was sold to its management team led by Mr Puklavec. Mr Puklavec no longer held a management role in TGE, but remained a shareholder through Gas Fin Investments S.A., Gas Fin S.A. and Gas Fin GbR. TGE was admitted to AIM in May 2008.

Since the Company's admission to AIM, the global financial crisis that began in the latter part of 2008 has had a direct impact on the markets in which the Company operates. Restricted credit and falling economic activity have affected shipyards generally and, even in the Company's niche of small gas carriers, when financing has been available, ship owners have been cancelling or deferring orders in anticipation of materially lower build costs. As a consequence, TGE has not signed any significant new contracts in its core markets in the past 12 months.

The deterioration in the macro-economic environment has significantly reduced the Company's performance expectations compared with those held at the time of its admission to AIM. The Offerors continue to believe that the Company's expertise and position as a clear market leader in its field will enable it to take advantage of the opportunities that will arise once shipping markets recover and remain fully supportive of the Company's management team. However they recognise that new facilities for shipping loans will only become available gradually and that the pace of recovery in TGE's markets will depend on an upturn in the global economy. In view of the current market capitalisation of the Company and the lack of liquidity in its shares, the Offerors consider that the Company is no longer suitable for a public listing.

2 October 2009

Enquiries:

Capitalised Terms in this announcement follow the same definitions as in the Circular unless otherwise specified.

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