Noventa Limited - Appointment of Non-Executive Director, Proposed Offer to Preference Shareholders And Notice of Class Meeting

("Noventa" or the "Company") (TSX: NTA; AIM: NVTA; PLUS: NV)

TORONTO, Sept. 2, 2011 /CNW/ -

Appointment of Non-Executive Director

The board of Noventa is delighted to announce the appointment of Luca Bechis as a non-executive director of the Company with effect from today.

Mr Bechis is a founding partner of Richmond Capital LLP, a London based FSA authorised investment management firm established in 2004.  Prior to this, Mr Bechis was a partner at hedge fund Egerton Capital from 1997 to 2004 and a European equity analyst at Cazenove & Co from 1990 to 1997.  Richmond Capital LLP is the investment advisor to Richmond Partners Master Fund (Cayman Islands), the largest shareholder of the Company.

Executive Chairman, Eric Kohn TD, commented, "We are delighted at the appointment of Luca to the board of Noventa.  He brings great strategic perspective to the board and has demonstrated his belief in the Company consistently over the last year."

Proposed Offer to Preference Shareholders and Notice of Class Meeting

Further to the announcement of 19 August 2011, Noventa is pleased to confirm the details of the Proposed offer to Preference Shareholders and the accompanying class meeting.

The Preference Redemption will require an amendment to the terms and conditions of the Preference Shares which will need to be approved by Preference Shareholders at a class meeting.  The notice of such meeting has been sent to Preference Shareholders and the meeting will be held on 28 September 2011.  Copies of the documents sent to Preference Shareholders have been posted on the Company's AIM Rule 26 website (www.noventa.net).

Subject to approval of the resolution at the above class meeting, Preference Shareholders will have the opportunity to have their Preference Shares redeemed earlier than previously agreed, whether in whole or in part, and to receive new Ordinary Shares as consideration for such redemption.  The Preference Redemption is to be calculated on the basis of the Preference Shares being redeemed at their original issue and redemption price of US$4.218 plus any accrued dividend up to and including 30 September 2011, and reinvested into new Ordinary Shares at the Issue Price of 25p.  A US Dollar to GB Pound exchange rate of $1.62:£1.00 will be used in the redemption and reinvestment calculation.

In the event that all the Preference Shareholders elect to have their shares redeemed, then it would result in the issue of approximately 30,128,468 new Ordinary Shares, which would equate to 20.36 per cent. of the Company's enlarged issued ordinary share capital following completion of the Subscription with Clawback and the Open Offer.

Any new Ordinary Shares to be issued pursuant to the Preference Redemption will be credited as fully paid and will, on issue, rank paripassu with the Existing Ordinary Shares.   All defined terms in this announcement have the same meaning as in the original announcement of 19 August 2011

Information Required Under the AIM Rules

Luca Bechis

Age 45

Current Directorships

The Richmond Environmental Charitable Foundation

Past Directorships (in the last 5 years)

Richmond Capital LLP
Richmond Partners Master Limited (Cayman Islands)
Richmond Partners Limited
Richmond Capital Partners LP

Richmond Partners Master Fund (Cayman Islands) currently holds 14,068,799 ordinary 0.8p shares ("Ordinary Shares"),equivalent to 14.02% of the Company's current issued Ordinary Shares (but disregarding rights to acquire shares through warrants or in respect of the Subscription with Clawback set out in the announcement of 19 August 2011).  Under the AIM Rules, Mr Bechis has in interest in the Richmond Partners Master Fund (Cayman Islands) holding of Noventa Ordinary Shares.  He has no other interest in Noventa Ordinary Shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.

Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated 19 July 2011, which is available on SEDAR at www.sedar.com.

Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

SOURCE Noventa Limited

For further information:

Noventa Limited:
Eric F. Kohn TD
Chairman
+41 22 8500560
+41 79 5030150
www.noventa.net
    Religare Capital Markets (UK) Limited
(Nominated Adviser)
Nick Harriss/Rick Thompson/
Phil Davies/Emily Staples
+44 20 7444 0800
    Religare Capital Markets plc
(Broker)
Daniel Briggs
+44 20 7444 0500

 

Profil de l'entreprise

Noventa Limited

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