core sector communique

INFINIS ENERGY LIMITED (“INFINIS ENERGY”) CASH OFFER FOR NOVERA ENERGY PLC (“NOVERA”)

27 November 2009

Wholly Unconditional Recommended Increased Final Cash Offer for Novera
The Boards of Infinis Energy and Novera are today pleased to announce the terms of a revised
recommended cash offer for Novera of 77 pence per Novera Share, which is final and will not
be increased (the “Recommended Increased Final Offer”).
Earlier today, Infinis Energy acquired 5,071,434 Novera Shares, representing approximately
3.50 per cent. of the existing issued share capital of Novera, from a single shareholder, at a
price of 77 pence per Novera Share. Pursuant to Rule 6.2 of the City Code, the Revised Offer
made by Infinis Energy on 25 November 2007 (the “Previous Offer”) is being increased
accordingly.
Following this purchase, Infinis Energy now owns 72,634,035 Novera Shares, representing
approximately 50.15 per cent, of the existing issued share capital of Novera. On 17 November
2009, Infinis Energy announced that it had received valid acceptances for its Offer in respect
of 226,261 Novera Shares representing approximately 0.16 per cent. of the existing issued
share capital of Novera. Infinis Energy therefore has now received valid acceptances in
respect of Novera Shares and acquired or agreed to acquire Novera Shares which it may count
towards the satisfaction of the Condition of the Recommended Increased Final Offer in
respect of a total of 72,860,296 Novera Shares representing, in aggregate, approximately
50.31 per cent. of the existing issued share capital of Novera.
The only Condition to the Previous Offer was that valid acceptances were received which,
together with Novera Shares acquired or agreed to be acquired before such time, would result
in Infinis Energy holding Novera Shares representing, in aggregate, more than 50 per cent. of
the voting rights exercisable at a general meeting of Novera. Accordingly, Infinis Energy’s
Recommended Increased Final Offer is now wholly unconditional.
The Recommended Increased Final Offer represents a premium of approximately:
• 59.6 per cent. to the closing middle market price of 48.3 pence per Novera Share on 6
October 2009; and
• 76.0 per cent. to the average closing middle market price of 43.8 pence per Novera Share
for the six months up to and including 6 October 2009.
Infinis Energy believes that its Recommended Increased Final Offer is in the best interests of
Novera Shareholders providing an attractive exit, in cash, at a compelling premium.
The Novera Board, which has been so advised by Hawkpoint and Oriel Securities, considers
the terms of the Recommended Increased Final Offer to be fair and reasonable and
recommends that Novera Shareholders accept the Recommended Increased Final Offer, as
each Novera Director who holds Novera Shares intends to do in respect to his own beneficial
holdings. In providing their advice, Hawkpoint and Oriel Securities have taken into account
the commercial assessments of the Novera Board.
Irrevocable undertakings
Infinis Energy has received irrevocable undertakings from each Novera Director who holds
Novera Shares to accept the Recommended Increased Final Offer in respect of their own
beneficial holdings, representing approximately 0.24 per cent. of the existing issued share
capital of Novera.
Infinis Energy has also received irrevocable undertakings from certain institutional
shareholders to accept the Recommended Increased Final Offer in respect of their entire
holdings, representing approximately 17.76 per cent. of the existing issued share capital of
Novera. Infinis Energy has therefore received, in total, irrevocable undertakings to accept or
procure the acceptance of the Offer in respect of Novera Shares representing approximately
18.0 per cent. of the existing issued share capital of Novera.
Further details of these irrevocable undertakings, including the circumstances in which they
will cease to be binding, are set out at the Appendix to this announcement.
Extension of Recommended Increased Final Offer
Infinis Energy announces that the Recommended Increased Final Offer will remain open for
acceptance until further notice and for a period of not less than 14 days from the date that the
revised offer document is posted.
As a result of this extension, 1.00 p.m. on 30 November 2009 is no longer a closing date for
the Offer and, therefore, no announcement of the level of acceptances as of that date will be
made.
Revised offer document
A revised offer document containing further terms of the Recommended Increased Final Offer
will be sent to Novera Shareholders shortly.
Settlement
Settlement of the consideration to which Novera Shareholders are entitled under the
Recommended Increased Final Offer will be despatched to validly accepting Novera
Shareholders: (i) in the case of acceptances received, valid and complete in all respects, as at
1.00 p.m. today, within 14 days of today's date; or (ii) in the case of acceptances received,
valid and complete in all respects, after 1.00 p.m. today but while the Recommended
Increased Final Offer remains open for acceptance, within 14 days of such receipt, and in
either case in the manner otherwise described in the Offer Document.
Acceptance of the Recommended Increased Final Offer
Novera Shareholders who wish to accept the Recommended Increased Final Offer and have
not yet done so through acceptance of the Offer are urged to do so in the manner set out in the
Offer Document and, if they hold Novera Shares in certificated form, deliver a Form of
Acceptance in accordance with the instructions set out thereon and in the Offer Document and
Revised Offer Document (when published) as soon as practicable and in any event by no later
than the final closing date to be announced in due course.
Previous acceptors of the Offer
Novera Shareholders who have already accepted the Offer will obtain the benefit of, and be
deemed to have accepted, the Recommended Increased Final Offer. Such Novera
Shareholders need take no further action (assuming its Form(s) of Acceptance have been
delivered valid and complete in all respects).
Reservation of rights
Infinis Energy reserves the right, pursuant to Rule 32.2 of the City Code, not to be bound by
its no increase statement above and to increase the Recommended Increased Final Offer in the
event of either a competitive situation arising or otherwise with the consent of the Panel.
Further information
Copies of the Offer Document and the Form of Acceptance are available (during normal
business hours) from Capita Registrars at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU. In addition, any Novera Shareholder can obtain an
electronic copy via email from Capita Registrars. Details for telephoning Capita Registrars
from outside the United Kingdom are set out below.
If you have any questions as to how to complete the Form of Acceptance (or wish to request
additional Forms of Acceptance) or as to how to make an Electronic Acceptance, please
contact Capita Registrars on 0871 664 0321 or +44 20 8639 3399 (if telephoning from outside
the United Kingdom) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday
(excluding United Kingdom public holidays) or at the address set out above.