TGE Tge Marine

 

TIDMCLDN TIDMTGE 
 
RNS Number : 1763A 
Caledonia Investments PLC 
02 October 2009 
 

Caledonia Investments 
 
 
Tender Offer 
 
 
Caledonia Investments plc, Gas Fin Investments S.A. and gas fin s.a. ANNOUNCE 
PURCHASE OF SECURITES IN TGE Marine AG AND TENDER OFFER 
 
 
This announcement is not for release, publication or distribution, directly or 
indirectly, in or into the United States, Canada, Australia, Japan, the Republic 
of Ireland or South Africa or any other jurisdiction in which the same would be 
unlawful (each a "Restricted Jurisdiction"). 
 
 
Initial Share Purchase 
 
 
Caledonia Investments plc, Gas Fin Investments S.A. and Gas Fin S.A. (the 
"Offerors") announce that today they acquired 141,937 Registered Shares of TGE 
Marine AG ("TGE" or the "Company"), representing 11.66 per cent of the Company, 
from certain institutional shareholders (the "Initial Share Purchase"), taking 
the Offerors' combined shareholdings in the Company, together with those of Gas 
Fin GbR, to 76.21 per cent in aggregate. The price agreed for the Initial Share 
Purchase was GBP37.50 per Registered Share, which represents a premium of 14.05 
per cent over the closing mid-market price of a TGE Registered Share on 1 
October 2009. 
 
 
Tender Offer 
 
 
The Offerors believe that there is no longer a significant benefit to the 
Company in retaining a quotation on AIM. Therefore the Offerors intend to take 
the necessary steps to procure the cancellation of admission to AIM of TGE's 
shares. Before doing so, the Offerors consider that it is appropriate to offer 
all other Shareholders and Depository Interest Holders the opportunity to sell 
their Registered Shares or Depository Interests ("Securities") at the same price 
as in the Initial Share Purchase, being GBP37.50 per Registered Share or 
Depository Interest, by way of the Tender Offer described below. 
 
 
Shareholders and Depository Interest Holders ("Tender Offer Participants") will 
be given the opportunity to sell their Securities in the Company by means of 
completing a Tender Form (in the case of Registered Shares held in certificated 
form) or a TTE Instruction (in the case of Depository Interests held in CREST). 
A Circular and accompanying Tender Form will be sent to Tender Offer 
Participants shortly regarding the Tender Offer setting out the terms and 
conditions of the Tender Offer and instructions as to acceptance. 
 
 
Tender Offer Participants may tender all or some only of their Securities. There 
is no obligation for Tender Offer Participants to sell any of their Securities 
however they should be aware that, following a de-listing of the Company from 
AIM, there will not be a ready market in the Company's Securities. 
Background and reason for the Tender Offer 
TGE is a leading provider of engineering services for the design and 
construction of gas carriers and offshore units. Previously owned by 
Suez-Tractebel S.A., the Company was acquired in 2006 by a consortium involving 
several members of its then management team, including Vladimir Puklavec. In 
2007, TGE decided to divest its onshore division in order to focus on growing 
and developing its marine gas carrier business and in May 2008 the division was 
sold to its management team led by Mr Puklavec. Mr Puklavec no longer held a 
management role in TGE, but remained a shareholder through Gas Fin Investments 
S.A., Gas Fin S.A. and Gas Fin GbR.  TGE was admitted to AIM in May 2008. 
 
 
Since the Company's admission to AIM, the global financial crisis that began in 
the latter part of 2008 has had a direct impact on the markets in which the 
Company operates. Restricted credit and falling economic activity have affected 
shipyards generally and, even in the Company's niche of small gas carriers, when 
financing has been available, ship owners have been cancelling or deferring 
orders in anticipation of materially lower build costs. As a consequence, TGE 
has not signed any significant new contracts in its core markets in the past 12 
months. 
 
 
The deterioration in the macro-economic environment has significantly reduced 
the Company's performance expectations compared with those held at the time of 
its admission to AIM. The Offerors continue to believe that the Company's 
expertise and position as a clear market leader in its field will enable it to 
take advantage of the opportunities that will arise once shipping markets 
recover and remain fully supportive of the Company's management team. However 
they recognise that new facilities for shipping loans will only become available 
gradually and that the pace of recovery in TGE's markets will depend on an 
upturn in the global economy. In view of the current market capitalisation of 
the Company and the lack of liquidity in its shares, the Offerors consider that 
the Company is no longer suitable for a public listing. 
 
 
2 October 2009 
 
 
 
 
Enquiries: 
 
 
+--------------------------------------+--------------------------------------+ 
| Caledonia Investments plc            | +44 (0)20 7802 8080                  | 
+--------------------------------------+--------------------------------------+ 
| Tim Ingram                           |                                      | 
+--------------------------------------+--------------------------------------+ 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Gas Fin Investments S.A              | +49 (0)228 604 48 0                  | 
+--------------------------------------+--------------------------------------+ 
| Gas Fin S.A.                         |                                      | 
+--------------------------------------+--------------------------------------+ 
| Vladimir Puklavec                    |                                      | 
+--------------------------------------+--------------------------------------+ 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| College Hill                         | +44 (0)20 7457 2020                  | 
+--------------------------------------+--------------------------------------+ 
| Tony Friend                          |                                      | 
+--------------------------------------+--------------------------------------+ 
| Roddy Watt                           |                                      | 
+--------------------------------------+--------------------------------------+ 
 
 
 
 
 
 
Capitalised Terms in this announcement follow the same definitions as in the 
Circular unless otherwise specified. 
 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 TENEALEAEAKNFFE 
 

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