GNE Gne Grp

 

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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