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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Gne Grp | LSE:GNE | London | Ordinary Share | GB0031791899 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 175.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGNE RNS Number : 5653Q Norcliffe Inv Ltd 15 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 release at 7.00am 15 April 2009 MANDATORY RECOMMENDED CASH OFFER FOR GNE GROUP PLC ("GNE") BY NORCLIFFE INVESTMENTS LIMITED ("Norcliffe" or the "Company")) Offer Update 1. Norcliffe now owns or has received acceptances in relation to 79.5% of the issued share capital in GNE Norcliffe is pleased to announce that as of 14 April 2009, it has received valid acceptances in relation to 3,768,871 GNE Shares representing approximately 27.1% of the ordinary issued share capital of GNE. Following market purchases and the transfer of shares held by associates, Norcliffe owns 7,282,915 GNE Shares representing approximately 52.4% of the ordinary issued share capital of GNE. Therefore, shares owned by Norcliffe and valid acceptances received total 11,051,786 GNE Shares representing approximately 79.5% of the ordinary issued share capital of GNE. Acceptances have been received from all those parties who gave irrevocable undertakings to accept the Offer. It is the current intention of the management of Norcliffe to cast the votes attaching to its 79.5% holding of shares in GNE (and any further GNE Shares in respect of which acceptances are received) in favour of resolutions 9 and 10 to be proposed at the AGM of GNE on 1 May 2009 in relation to the de-listing of GNE from AIM and re-registering it as a private company. Details of the resolutions proposed for the GNE AGM are included in the Annual Report and Accounts of GNE for the year ended 31 December 2008 which were posted to shareholders on 8 April 2009. It is therefore important that any GNE Shareholders wishing to accept the Offer do so without delay, and in any event ensure that their acceptances are received by no later than 1.00 p.m. on 28 April 2009. The cancellation of the admission to trading of GNE Shares would significantly reduce the liquidity and marketability of any GNE Shares not assented to the Offer. In this event there may be no future market for GNE Shareholders to realise their investment in GNE. There is no guarantee that any dividends or other distributions would be made by GNE and therefore GNE Shareholders may not receive any return from their investment. As the Offer is wholly unconditional, the Offer will continue to remain open for acceptance until 1.00 p.m. on 28 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.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. 4. Enquiries Martyn Ratcliffe, Director Graham Warner, Director Norcliffe Investments Limited Tel: 020 7747 5625 Michael Lacey-Solymar 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 OUPEAPLLFELNEFE
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