Infinis Reaches Deal 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. 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 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.
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.
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.
