GNE Gne Grp

 

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 
 
 OUPEANLPALXNEFE 
 

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