Offer Update

 

TIDMGNE 
 
RNS Number : 5818P 
Norcliffe Inv Ltd 
27 March 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 
 
 
MANDATORY RECOMMENDED CASH OFFER 
FOR 
GNE GROUP PLC ("GNE") 
BY 
NORCLIFFE INVESTMENTS LIMITED ("Norcliffe") 
 
 
Offer Wholly Unconditional 
 
 
1.     Offer Becomes Unconditional in All Respects 
Norcliffe is pleased to announce that its Offer for GNE has become wholly 
unconditional. At the time the Offer was made, persons acting in concert with 
Norcliffe held in aggregate 3,719,927 GNE Shares, representing approximately 
26.8% of GNE's issued share capital. Since the Offer was made, Norcliffe has 
acquired, in aggregate, a further 3,212,384 GNE Shares taking the total number 
of GNE Shares in which the Company and persons acting in concert with the 
Company have an interest to 6,932,311, representing approximately 49.9% of the 
issued share capital in GNE. 
 
 
By 1.00 p.m. on 26 March 2009, valid acceptances of the Offer had been received 
in respect of a total of 121,535 GNE Shares, representing approximately 0.9% of 
the issued share capital of GNE. Therefore Shares owned by Norcliffe and persons 
acting in concert with Norcliffe and valid acceptances received total 
7,053,846 GNE Shares representing approximately 50.7% of the issued share 
capital in GNE. 
 
 
As a result of the holdings of Norcliffe, persons acting in concert with 
Norcliffe and valid acceptances of the Offer  received exceeding 50% of the 
issued share capital of GNE, the only condition of Norcliffe's mandatory 
recommended cash Offer has been satisfied. Accordingly, the Offer is declared 
wholly unconditional. 
 
 
As the Offer has now become wholly unconditional, the Offer will continue to 
remain open for acceptance until 1.00 p.m. on 28 April 2009, being 14 days after 
the first closing date of 14 April 2009, and remains subject to the further 
terms set out in Part B of Appendix I to the offer document dated 21 March 2009 
(the "Offer Document"). Any extensions of the Offer, should such be made, will 
be publicly announced by 8.00 a.m. on the Business Day following the day on 
which the Offer was otherwise due to expire, or at such later time or date as 
the Panel may agree. 
 
 
2.    Acceptance of the Offer 
 
 
GNE Shareholders who wish to accept the Offer and who have not already done so 
should: 
 
 
  *  in respect of GNE Shares in certificated form, complete, sign and return the 
  Form of Acceptance, in accordance with the instructions set out in the Offer 
  Document and in the Form of Acceptance, so as to be received by Capita 
  Registrars (at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU) as 
  soon as possible; and 
  *  in respect of GNE Shares in uncertificated form (that is, in CREST), accept 
  electronically through CREST, in accordance with the instructions set out in the 
  Offer Document, so that the TTE instruction settles as soon as possible. GNE 
  Shareholders holding GNE Shares as a CREST sponsored member should refer to 
  their CREST sponsor as only the CREST sponsor will be able to send the necessary 
  TTE instruction to CREST. 
 
3.Irrevocables 
 
 
2,804,384out of the 3,212,384 GNE Shares acquired by Norcliffe since the date on 
which the Offer was made were the subject of irrevocable undertakings to accept 
the Offer, details of which were set out in the Offer Document. Further 
irrevocable undertakings to accept the Offer remain outstanding over 959,280 
Shares representing approximately 6.9% of the issued share capital in GNE.  The 
outstanding irrevocable undertakings to accept the Offer have been given by: 
 
 
Beneficial Owner                              Number of Shares    Percentage of 
existing GNE share capital 
Patrick F Barbour      359,280                             2.6% 
Marlborough Special Situations                     600,000 
     4.3% 
Fund 
4.Offer Document 
Copies of the Offer Document are available from Capita Registrars at The 
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 
Terms defined in the Offer Document shall have the same meanings in this 
announcement. 
5.    Enquiries 
 
 
Martyn Ratcliffe, Director 
Graham Warner, Director 
Norcliffe Investments Limited    Tel: [phone] 
 
 
Michael Lacey-Solymar 
James Ireland 
Investec Bank plc                               Tel: [phone] 
(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 
 
 OUPEANDKALSNEFE