Offer Update
29 4월 2009 - 3:00PM
UK Regulatory
TIDMGNE
RNS Number : 3297R
Norcliffe Inv Ltd
29 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
SOUTH AFRICA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
Embargoed for released at 7.00 a.m. on 29 April 2009
MANDATORY RECOMMENDED CASH OFFER
FOR
GNE GROUP PLC ("GNE")
BY
NORCLIFFE INVESTMENTS LIMITED ("Norcliffe" or the "Company")
Close of Offer:
Valid acceptances received in respect of approximately 92.8% of GNE's issued
share capital
29 April 2009
Norcliffe announces that as of 1.00 p.m. (London time) on 28 April 2009, the
Closing Date of the Offer, it has received valid acceptances in relation to
5,544,599 GNE Shares representing approximately 39.9% of the ordinary issued
share capital of GNE. Following market purchases and the transfer of shares held
by associates, Norcliffe owns 7,362,713 GNE Shares representing approximately
52.9% of the ordinary issued share capital of GNE. Therefore, shares owned by
Norcliffe and valid acceptances received total 12,908,214 GNE Shares
representing approximately 92.8% of the ordinary issued share capital of GNE.
Acceptances have been received from all those parties who gave irrevocable
undertakings to accept the Offer.
As valid acceptances in connection with the Offer, made by Norcliffe, have been
received in respect of more than 90 per cent. in value of the GNE Shares to
which the Offer relates and in respect of more than 90 per cent. of the voting
rights carried by all of the GNE Shares to which the Offer relates, Norcliffe
will shortly send notices to non assenting GNE Shareholders implementing the
procedures set out in Chapter 3 of Part 28 of the Companies Act 2006 to
compulsorily acquire those GNE Shares which have not been assented to the Offer
and which are still outstanding at the expiry of the requisite notice period.
Terms used in this announcement shall have the same meaning given to them in the
Offer Document dated 21 March 2009, unless context requires otherwise.
Enquiries
Martyn Ratcliffe, Director
Graham Warner, Director
Norcliffe Investments Limited Tel: 020 7747 5625
Michael Lacey-Solymar
Rowena Murray
James Ireland
Investec Bank plc Tel: 020 7597 5970
(Financial adviser to Norcliffe)
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.
Save as disclosed above or in the Offer Document, no GNE Shares have been
acquired or agreed to be acquired by or on behalf of Norcliffe or any person
acting in concert with Norcliffe during the Offer Period and neither Norcliffe
nor any person acting in concert with Norcliffe has the benefit of any
irrevocable commitment or letter of intent in respect of any GNE Shares or has
any interest in any GNE Shares, or any short position (whether conditional or
absolute and whether in the money or otherwise and including any short position
under a derivative), any agreement to sell, any delivery obligation, any right
to require another person to purchase or take delivery in respect of any GNE
Shares, any right to subscribe for any GNE Shares or any stock borrowing or
lending arrangement in respect of any GNE Shares.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to Overseas
Shareholders are contained in the Offer Document.
Unless otherwise determined by Norcliffe, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or through any
facilities of a national securities exchange of any Restricted Jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction,
and the Offer should not be accepted by any such use, means, instrumentality or
facilities or from or within the a Restricted Jurisdiction. Accordingly, copies
of this announcement are not being, and must not be mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction and
all persons receiving this announcement (including nominees, trustees and
custodians) must not mail or otherwise forward, distribute or send it in, into
or from a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, Norcliffe will retain
the right to permit the Offer to be accepted and any sale of securities pursuant
to the Offer to be completed if, in its sole discretion, it is satisfied that
the transaction in question can be undertaken in compliance with applicable law
and regulation.
This announcement has been approved by for the purposes of section 21 of the
Financial Services and Markets Act 200 by Investec Bank plc ("Investec").
Investec, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for Norcliffe and no one else in
connection with the Offer and will not be responsible to anyone other than
Norcliffe for providing the protections offered to clients of Investec Bank plc
nor for providing advice in relation to the Offer or any other matters referred
to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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