TIDMGNE
RNS Number : 8337O
GNE Group PLC
13 March 2009
For immediate release
Part 1 of 2
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
13 March 2009
RECOMMENDED CASH OFFER
By
NORCLIFFE INVESTMENTS LTD ("NORCLIFFE")
For
GNE GROUP PLC ("GNE")
Summary
* Norcliffe announces the terms of a recommended cash offer (the "Offer"), to be
made for the entire issued and to be issued share capital of GNE
* The Offer Price is 190 pence in cash per GNE share and represents a premium of
approximately 22 per cent. to the closing middle market price of 156 pence per
GNE Share on 12 March 2009, being the last dealing day prior to the date of the
Announcement
* The Offer values the issued share capital of GNE at approximately GBP26.4
million
* Norcliffe is a newly incorporated company that has been formed on behalf of
Martyn Ratcliffe and North Atlantic Smaller Companies Investment Trust Plc
("NASCIT") to make the Offer
* Martyn Ratcliffe and NASCIT intend to transfer their existing holdings of
3,719,927 GNE Shares in aggregate, representing approximately 26.8 per cent. of
the existing issued share capital of GNE to Norcliffe
* Norcliffe has also received irrevocable undertakings to accept the Offer in
respect of 3,763,664 GNE Shares which when aggregated with the existing holdings
held by Martyn Ratcliffe and NASCIT represents approximately 53.8 per cent. of
the existing issued share capital of GNE
* The Offer Document and Form of Acceptance will be despatched as soon as possible
and by no later than 10 April 2009
* The members of the GNE Independent Board, who have been so advised by Seymour
Pierce Limited, recommend GNE Shareholders to accept the Offer. In providing
their advice to the GNE Independent Board, Seymour Pierce Limited have taken
into account the commercial assessments of the GNE Independent Board.
* Accordingly the members of the GNE Independent Board intend to accept the Offer
in respect of their own beneficial holdings, representing as at the date of this
announcement, in aggregate, approximately 1.1 per cent. of the existing issued
share capital of GNE.
* The Offer will, when formally made, be conditional only upon the receipt of
acceptances in respect of GNE Shares, which, together with the GNE Shares
acquired or agreed to be acquired before or during the Offer, will result in
Norcliffe holding GNE Shares carrying more than 50 per cent. of the voting
rights in GNE.
* The GNE Independent Board has agreed to seek the consent of the meeting to
adjourn the General Meeting scheduled for 31 March 2009 until such time as the
Offer has been declared wholly unconditional or the Offer has lapsed.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Appendix II contains the sources and bases
for certain information set out in this announcement. Appendix III to this
announcement contains definitions of certain expressions used in this summary
and in this announcement.
Enquiries:
Martyn Ratcliffe, Director
Graham Warner, Director
Norcliffe Investments LimitedTel: 020 7747 5625
Michael Lacey-Solymar
Investec Bank plcTel: 020 7597 5970
(Financial Adviser to Norcliffe)
David Port, Executive Chairman
GNE Group PlcTel: 020 7398 7702
Richard Feigen
Sarah Jacobs
Seymour PierceTel: 020 7107 8000
(Financial Adviser, NOMAD and Broker to GNE)
Henry Harrison-Topham Tel: 020 7398 7702
Joanne Shears Tel: 0207 398 7709
Abchurch
(Media Enquiries)
This announcement is made pursuant to Rule 2.5 of the Code.
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. The Offer will be made solely by the Offer Document and the Form
of Acceptance, which together will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any acceptance or
other response to the Offer should be made only on the basis of the information
contained or referred to in the Offer Document and the Form of Acceptance. The
laws of relevant jurisdictions may affect the availability of the Offer to
persons not resident in the United Kingdom. Persons who are not resident in the
United Kingdom, or who are subject to the laws of any jurisdiction other than
the United Kingdom, should inform themselves about and observe any applicable
legal or regulatory requirements of their jurisdiction. The Offer Document will
be available for public inspection.
Investec, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for Norcliffe and no one else in connection
with the Offer and the matters referred to in this announcement. Investec will
not be responsible to any person other than Norcliffe for providing the
protections afforded to customers of Investec, nor for providing advice in
relation to the Offer or any other matter referred to in this announcement.
Seymour Pierce, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for GNE and no one else in connection
with the Offer and the matters referred to in this announcement. Seymour Pierce
will not be responsible to any person other than GNE for providing the
protections afforded to customers of Seymour Pierce, nor for providing advice in
relation to the Offer or any other matter referred to in this announcement.
The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia, South
Africa, Japan or any other Restricted Jurisdiction or by use of the mails of or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, any of these jurisdictions and doing so may
render invalid any purported acceptance of the Offer. Accordingly, copies of
this announcement and any other document relating to the Offer are not being,
and must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, South Africa, Japan or any other Restricted
Jurisdiction. Any person (including, without limitation, custodians, nominees
and trustees) who may have contractual or legal obligations, or may otherwise
intend, to forward this announcement to any jurisdiction outside the UK should
read the relevant provisions of the Offer Document before taking any action.
The availability of the Offer to GNE Shareholders who are not resident in the UK
may be affected by the laws of the relevant jurisdiction in which they are
resident. Persons who are not resident in the UK should inform themselves about
and observe any applicable legal or regulatory requirements of those
jurisdictions.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of GNE, all "dealings" in any "relevant securities" of
GNE (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
3.30pm (London time) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes or is declared wholly unconditional, 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 GNE, they will be deemed to
be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of GNE by Norcliffe or GNE or any of their respective "associates",
must be disclosed by no later than 12.00 noon (London time) on the business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities"and "dealings" should be disclosed, and the number of such securities
in issue can be found on the 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 such 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 in this section 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.
If you are in any doubt about the Offer, the contents of this announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the UK or, if
not, from another appropriately authorised independent financial adviser.
Part 2 of 2
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
13 March 2009
RECOMMENDED CASH OFFER
By
NORCLIFFE INVESTMENTS LTD ("NORCLIFFE")
For
GNE GROUP PLC ("GNE")
1.Introduction
The Directors of Norcliffe announce the terms of a recommended cash offer to be
made by Norcliffe for the entire issued and to be issued share capital of GNE
not already owned by Norcliffe or any of its Associates.
The Offer will, when formally made, be conditional only upon the receipt of
acceptances in respect of GNE Shares, which, together with the GNE Shares
acquired or agreed to be acquired before or during the Offer, will result in
Norcliffe holding GNE Shares carrying more than 50 per cent. of the voting
rights in GNE.
2. Terms of the Offer
The Offer, which will be made on the terms and subject to the conditions set out
below and in Appendix 1 to this announcement, and subject to the further terms
to be set out in the Offer Document and in the Form of Acceptance, will be made
on the following basis:
For each GNE Share - 190 pence in cash
The Offer values the existing issued share capital of GNE at approximately
GBP26.4 million.
The Offer Price is in cash only and represents a premium of approximately 22 per
cent. to the closing middle market price of 156 pence per GNE Share on 12 March
2009, being the last dealing day prior to the date of the Announcement.
The Offer extends to all GNE Shares not already owned by Norcliffe or any of its
Associates which are unconditionally allotted or issued and fully paid on the
date of the Offer. The Offer also extends to any GNE Shares not already owned by
Norcliffe or any of its Associates which are unconditionally allotted or issued
and fully paid while the Offer remains open for acceptance (or by such earlier
date as Norcliffe may, subject to the Code or with the consent of the Panel,
determine).
The GNE Shares will be acquired pursuant to the Offer fully paid free from all
liens, charges and encumbrances and together with all rights now and hereafter
attaching thereto including the right to receive and retain all dividends and
other distributions declared, made or paid hereafter.
3. Recommendation
In giving its recommendation to shareholders, the GNE Independent Board has
considered whether the Offer is in the best interests of the shareholders as a
whole and, in particular, has taken into account the following aspects of the
Offer:
1) that the Offeror has secured sufficient irrevocable undertakings to meet the
only condition of the Offer, namely the receipt of acceptances in respect of GNE
Shares, which, together with the GNE Shares acquired or agreed to be acquired
before or during the Offer, will result in Norcliffe holding GNE Shares carrying
more than 50 per cent. of the voting rights in GNE. The GNE Independent Board
therefore expects the offer to be declared unconditional in all respects in due
course;
2) that the Offeror has indicated that it intends to delist the Company from
trading on AIM and implement the new investing strategy proposed in the Circular
sent to shareholders dated 14 February 2009 although it reserves the right to
review and amend the strategy as appropriate taking into account, market,
business and economic factors;
3) that by accepting the Offer, small shareholders will receive a return on
their investment without incurring dealing costs and will ensure that they do
not end up holding shares in an unlisted private company with no trading
platform and with limited ability to realise their investment;
4) that, even though the Offer Price, at 190 pence per share, is below the
estimated current net asset value per share, it is at a premium of 22 per cent.
to the closing middle market price of 156 pence per GNE Share on 12 March 2009,
being the last dealing day prior to the date of the Announcement and the
commencement of the offer period. It is also at a significant premium to the
closing middle market price of 97.5 pence per GNE Share on 17 April 2008 being
the last business day prior to the announcement that the Company was in talks in
respect of the disposal completed in October 2008;
5) that a proposal to wind up the Company, or any other special resolution
proposed to shareholders of the Company, could be blocked by the concert party;
and
6) that a rejection of the Offer would be a time-consuming and costly exercise
to undertake in respect of an offer that will inevitably become wholly
unconditional.
On the basis of these and other factors considered by the GNE Independent Board,
the GNE Independent Board, which has been so advised by Seymour Pierce,
recommends to GNE Shareholders to accept the Offer. In providing its advice to
the Independent Board, Seymour Pierce has taken into account the commercial
assessments of the GNE Independent Board. The members of the GNE Independent
Board intend to accept the offer in respect of their own beneficial holdings of
154,532 GNE Shares representing as at the date of this announcement, in
aggregate, approximately 1.1 per cent. of the existing issued share capital of
GNE.
Martyn Ratcliffe has taken no part in any discussion or decision of the Board
relating to the Offer.
4. Background to the offer
The Board of Norcliffe and the GNE Independent Board believe the Offer
represents a good opportunity for GNE shareholders to realise their investment
in cash at a significant premium to the price at which GNE has been trading in
recent weeks.
In recommending the Offer, the GNE Independent Board has agreed not to propose
any dividend be paid for the year ended 31 December 2008 nor for any period
prior to the Offer being made. The GNE Independent Board has also agreed to seek
the consent of the meeting to adjourn the General Meeting scheduled for 31 March
2009 until such time as the Offer has been declared wholly unconditional or the
Offer has lapsed.
Assuming the Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, and provided that Norcliffe has acquired or
agreed to acquire 75 per cent. of the voting rights attached to the GNE Shares,
Norcliffe intends to procure the making of an application by GNE for the
cancellation of admission to trading of GNE Shares on AIM in accordance with the
AIM rules.
Thereafter, it is intended that the unlisted company will pursue the investment
strategy in undervalued technology companies previously outlined by GNE,
although Norcliffe reserves the right to review and amend the strategy as
appropriate taking into account, market, business and economic factors.
5. Information on GNE
GNE is listed on the London Stock Exchange's AIM market and owns a 100%
controlling interest in Fuel Up Limited and National and European Fuel Services
Limited. Both of these subsidiary companies operate fuel card services. The
Group also owns a 100% holding in TRS Developments Limited, a property company.
Further information on GNE can be found in the Circular sent to GNE shareholders
dated 14 February 2009. GNE sold its major operating subsidiary for cash in
October 2008.
6. Information on Norcliffe
Norcliffe was incorporated on 10 March 2009 in the UK. The Directors of
Norcliffe are Martyn Ratcliffe and Graham Warner. Norcliffe is 50 per cent.
owned by Martyn Ratcliffe and 50 per cent. owned by NASCIT.
Martyn Ratcliffe was appointed as a Non-Executive Director of GNE on 15 December
2008 and Graham Warner has been proposed as a Non-Executive Director of GNE to
shareholders in the circular sent by GNE to GNE shareholders dated 14 February
2009.
The registered office of Norcliffe is 50 Broadway, London, SW1H 0BL.
7. Financing of the Offer
The cash consideration payable to GNE Shareholders under the terms of the Offer
will be funded using the internal cash resources and committed facilities of
Norcliffe.
Investec (in its capacity as financial adviser to Norcliffe) confirms that it is
satisfied that sufficient resources are available to Norcliffe to satisfy in
full the cash consideration payable to GNE Shareholders under the terms of the
Offer.
8. Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom or
who are citizens, nationals or residents of jurisdictions outside the United
Kingdom may be affected by the laws of the relevant jurisdiction. Any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements of that
jurisdiction. If you are in any doubt about your position or the action you
should take, you should consult an appropriate financial adviser in the relevant
jurisdiction.
The Offer is not being made, directly or indirectly, in or into any jurisdiction
where to do the same would constitute a violation of the relevant laws of such
jurisdiction. Copies of the Offer Document and the Form of Acceptance and any
accompanying document are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do the same would constitute a violation of the relevant
laws of such jurisdiction and persons receiving the Offer Document and the Form
of Acceptance (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Offer.
9. Disclosure of interests in GNE relevant securities
As at the date of this announcement, Norcliffe does not own any GNE shares.
Norcliffe has also received irrevocable undertakings to accept the Offer from
the following Institutions and significant shareholders:
+--------------------------+--------------------------+--------------------------+
| Beneficial owner | Number of shares to | Representing |
| | which the irrevocable | approximately the |
| | relates | following per cent of |
| | | the existing issued |
| | | share capital of GNE |
+--------------------------+--------------------------+--------------------------+
| Amery Consulting Limited | 2,132,676 | 15.3% |
+--------------------------+--------------------------+--------------------------+
| Patrick F Barbour | 359,280 | 2.6% |
+--------------------------+--------------------------+--------------------------+
| Devonshire Corporate | 186,866 | 1.3% |
| Services Limited as | | |
| Trustees of Caspian | | |
| Settlement | | |
+--------------------------+--------------------------+--------------------------+
| Emerging Markets | 174,063 | 1.3% |
| Economic Research | | |
| Limited | | |
+--------------------------+--------------------------+--------------------------+
| Ardavan Farhad Moshiri | 19,485 | 0.1% |
+--------------------------+--------------------------+--------------------------+
| Malborough Special | 600,000 | 4.3% |
| Situations Fund | | |
+--------------------------+--------------------------+--------------------------+
| Heydon Associates | 36,494 | 0.3% |
| Limited | | |
+--------------------------+--------------------------+--------------------------+
| Vaimed Enterprises | 255,000 | 1.8% |
| Limited | | |
+--------------------------+--------------------------+--------------------------+
| | | |
+--------------------------+--------------------------+--------------------------+
| Total | 3,763,664 | 27.0% |
+--------------------------+--------------------------+--------------------------+
These undertakings will cease to be binding only if the Offer lapses or is
withdrawn.
Martyn Ratcliffe and NASCIT intend to transfer their holdings of GNE Shares,
comprising in aggregate 3,719,927 GNE Shares, representing 26.8 per cent. of the
existing issued share capital of GNE to Norcliffe in exchange for an issue of
ZRP Shares after Norcliffe has received sufficient acceptances to take its
aggregate holding in GNE, when aggregated with the shares held by NASCIT and
Martyn Ratcliffe to over 50 per cent. of the issued GNE Shares. The ZRP Shares
will be issued on the basis of one ZRP Share for every 1.9 GNE Shares held and
therefore entitle their holders to the receipt of the same cash consideration of
GBP1.90 per GNE Share as is available under the Offer, but on deferred terms.
In aggregate therefore, Norcliffe has received irrevocable undertakings to
accept the Offer and other commitments to transfer GNE Shares in respect of a
total of 7,483,591 GNE Shares, representing approximately 53.8 per cent. of the
existing issued share capital of GNE.
Save as set out above, as at 12 March 2009, being the last practicable date
prior to this announcement, neither Norcliffe nor, so far as Norcliffe is aware,
any person acting in concert with Norcliffe had an interest in or right to
subscribe for relevant securities of GNE or had borrowed or lent, or any short
position in relation to relevant securities of GNE (whether conditional or
absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant securities
of GNE.
10. Compulsory acquisition and de-listing
If Norcliffe receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the GNE Shares to
which the Offer relates (and 90 per cent. or more of the voting rights carried
by GNE Shares to which the Offer relates) Norcliffe intends to exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to
acquire compulsorily the remaining GNE Shares in respect of which the Offer has
not been accepted.
Assuming the Offer becomes or is declared unconditional in all respects, and
provided that Norcliffe has acquired or agreed to acquire 75 per cent. of the
voting rights attached to the GNE Shares, Norcliffe intends to procure the
making of an application by GNE for the cancellation of admission to trading of
GNE Shares on AIM in accordance with the AIM rules.
It is anticipated that cancellation of admission to trading on AIM will take
effect no earlier than 20 clear Business Days after Norcliffe has acquired or
agreed to acquire 75 per cent. of the voting rights attaching to the GNE Shares.
The cancellation would significantly reduce the liquidity and marketability of
any GNE Shares not assented to the Offer at that time.
11. General
It is expected that the Offer Document will be despatched to GNE Shareholders by
Norcliffe as soon as possible and by no later than 10 April 2009. This
announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities. Details of the sources and bases of
certain information set out in this announcement are included in Appendix II to
this announcement. The definitions of terms used in this announcement are
contained in Appendix III to this announcement.
Appendix I
Conditions and further terms of the Offer
The Offer will comply with the applicable rules and regulations of the Code and
the AIM Rules, will be governed by English law and will be subject to the
jurisdiction of the Courts of England and Wales. The Offer will be subject to
the terms and conditions to be set out in the Offer Document and the
accompanying Form of Acceptance.
The offer will be subject to valid acceptances being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as Norcliffe
may, with the consent of the Panel or in accordance with the Code, decide), in
respect of such number of GNE Shares which, together with the GNE Shares
acquired or agreed to be acquired by Norcliffe, before or during the offer
period will result in Norcliffe holding GNE shares which together carry more
than 50 per cent. of the voting rights then normally exercisable at a general
meeting of GNE.
If the Offer lapses, it will cease to be capable of further acceptance. GNE
Shareholders who have already accepted the Offer shall then cease to be bound by
acceptances delivered on or before the date on which the Offer lapses.
Appendix II
Bases and sources
a) The value of approximately GBP26.4 million attributed to the current issued
share capital of GNE, is based upon the number of GNE shares currently in issue
being 13,905,266. Shares held in treasury have also been excluded as, under the
Code, they are excluded from all calculations of percentage holdings of voting
rights, share capital and relevant securities.
b) Unless otherwise stated financial information relating to GNE has been
extracted from the audited annual report and accounts of the GNE Group for the
financial period ended 31 December 2007.
c) GNE Share prices have been derived from the Daily Official List and represent
closing middle market prices on the relevant date.
Appendix III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+-------------------------------+-----------------------------------------------------------------------------+
| "Acquisition" | the proposed acquisition of the entire issued and to be issued share |
| | capital of GNE by Norcliffe to be implemented by way of a takeover offer |
| | (as such term is defined in section 974 of the Companies Act 2006) on |
| | the terms and subject to the conditions set out in this announcement and |
| | any subsequent revision, variation, extension or renewal thereof |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "AIM" | a market operated by the London Stock Exchange |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "AIM Rules" | the rules for AIM companies as published by the London Stock Exchange from |
| | time to time |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Australia" | the Commonwealth of Australia, its states, territories and possessions |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Board" or "Directors" the | the board of directors of Norcliffe or GNE (as the case may be) |
| directors of Norcliffe whose | |
| names are set out | |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Business Day" | any day, other than a Saturday, Sunday or public or bank holiday, on which |
| | banks are generally open for business in the City of London |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Canada" | Canada, its provinces and territories and all areas subject to its |
| | jurisdiction and any political sub-division thereof |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Code" | the UK City Code on Takeovers and Mergers, as amended from time to time |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Daily Official List" | the AIM daily official list of the London Stock Exchange |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "dealing day" | a day on which dealings in domestic securities may take place on, and with |
| | the authority of, the London Stock Exchange |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "Form of Acceptance" | the form of acceptance relating to the Offer which accompanies this |
| | announcement |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "FSA" | the UK Financial Services Authority |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000, as amended from time to time |
| | |
+-------------------------------+-----------------------------------------------------------------------------+
+---------------------------------+-------------------------------------------------------------------------------+
| "Group" or "Norcliffe Group" | Norcliffe, its subsidiaries and its subsidiary undertakings |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "GNE" | GNE Group Plc, incorporated in England and Wales with registered number |
| | number 1816510 |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "GNE Directors" | the directors of GNE |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "GNE Independent Board" | the Board of GNE other than Martyn Ratcliffe |
+---------------------------------+-------------------------------------------------------------------------------+
| | |
| "GNE Group" | GNE, its subsidiaries and its subsidiary undertakings |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| | |
| "GNE Shares" | the existing unconditionally allotted or issued and fully paid ordinary |
| | shares of 25p each in the capital of GNE and any further shares which are |
| | issued or unconditionally allotted and fully paid (or credited as fully paid) |
| | while the Offer remains open for acceptance |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "GNE Shareholders" | holders of GNE Shares from time to time |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Investec" | Investec Investment Banking, a division of Investec Bank plc |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Japan" | Japan, its cities, prefectures, territories and possessions and all areas |
| | subject to its jurisdiction and any political sub-division thereof |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "NASCIT" | North Atlantic Smaller Companies Investment Trust Plc, incorporated in |
| | England and Wales with registered number 01091347 |
+---------------------------------+-------------------------------------------------------------------------------+
| | |
| "Norcliffe Directors" | the directors of Norcliffe |
| | |
| "Norcliffe Group" or "Offeror" | Norcliffe and its subsidiary undertakings |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Offer" | the offer being made by Norcliffe to acquire the entire issued and to |
| | be issued share capital of GNE on the terms and subject to the |
| | conditions set out in this announcement and the Form of Acceptance |
| | (including, where the context so requires, any subsequent revision, |
| | variation, extension or renewal of such offer) |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Offer Document" | the document to be despatched to GNE Shareholders (other than certain |
| | Overseas Shareholders) setting out the full terms and conditions of the Offer |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| | |
| "Offer Price" | 190 pence per share for each GNE Share |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Overseas Shareholders" | GNE Shareholders who are resident in, or nationals or |
| | citizens of, jurisdictions outside the UK or who are nominees of, |
| | or custodians or trustees for, residents, citizens or nationals of other |
| | countries |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Panel" | the UK Panel on Takeovers and Mergers |
| | |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "Restricted Jurisdiction" | the United States, Canada, Australia, South Africa, Japan or any other |
| | jurisdiction where the making, acceptance or extension of the Offer would |
| | violate the law of that jurisdiction |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "RIS" or "Regulatory | any of the services approved by the London Stock Exchange and included in the |
| Information Service" | list maintained on the London Stock Exchange's website |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "South Africa" | the Republic of South Africa |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "United States" or "US" | the United States of America, its territories and possessions, any state of |
| | the United States of America, the District of Columbia and all other areas |
| | subject to its jurisdiction |
| | |
+---------------------------------+-------------------------------------------------------------------------------+
| "ZRP Shares" | Zero-dividend redeemable preference shares of GBP1 each in the capital of |
| | Norcliffe |
+---------------------------------+-------------------------------------------------------------------------------+
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"associated undertaking", "undertaking" and "parent undertaking" have the
respective meanings given to them by the Companies Act 1985 or 2006 (as
appropriate) and "substantial interest" means a direct or indirect interest in
twenty (20) per cent or more of the equity share capital (as defined in the
Companies Act 2006) of any undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFILFLFVRIVLIA
Grafico Azioni Global Natural Energy (LSE:GNE)
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Grafico Azioni Global Natural Energy (LSE:GNE)
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