Offer for GTL Resources PLC (1054R)

TIDMGTL

RNS Number : 1054R

Sinav Limited

31 October 2011

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states of america) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

31 October 2011

RECOMMENDED CASH OFFER

FOR

GTL RESOURCES PLC

SINAV LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

SUMMARY AND HIGHLIGHTS:

-- The board of directors of Sinav Limited ("Sinav") and the board of directors of GTL Resources PLC ("GTL") are pleased to announce that they have today reached agreement on the terms of a recommended cash offer by Sinav for the entire issued and to be issued ordinary share capital of GTL (the "Offer") to be effected by way of a Court-sanctioned scheme of arrangement between GTL and its shareholders under Part 26 of the Companies Act 2006.

-- Sinav is a private limited company incorporated in England and Wales, which has been recently established by NAV LLP (on behalf of the NAV Funds and Siem Kapital) specifically for the purpose of making the Offer. NAV LLP provides discretionary investment management and advisory services to its active value and private equity clients and currently has total active funds under management of approximately GBP534 million. Siem Kapital is a private, indirectly wholly owned, subsidiary of Siem Industries, a diversified industrial holding company, and is principally engaged in the commercial management of marine vessels. Following implementation of the Proposals, Sinav will be owned by NAV LLP, the NAV Funds and Siem Kapital and, assuming sufficient valid elections are made, those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative (as described below).

-- Under the terms of the Offer, Scheme Shareholders on the register of members at the Scheme Record Time will receive GBP1 in cash for each Scheme Share held, valuing the entire issued ordinary share capital of GTL at approximately GBP31.99 million.

   --       The Cash Consideration of GBP1 per GTL Share represents a premium of approximately:

(a) 34.23 per cent. to the Closing Price of 74.50 pence per GTL Share on 28 October 2011 (being the last Business Day prior to the date of this announcement); and

(b) 37.19 per cent. to the volume weighted average price of 72.89 pence per GTL Share for the three months up to and including 28 October 2011 (being the last Business Day prior to the date of this announcement).

-- The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, to receive Sinav Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer. Sinav Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Sinav Shares which may be issued to Scheme Shareholders under the Unlisted Securities Alternative.

-- The Unlisted Securities Alternative will only be made available and implemented as part of the Proposals if valid elections for the Unlisted Securities Alternative are made in respect of at least 3,198,875 Scheme Shares, representing approximately 10 per cent. of the current issued ordinary share capital of GTL, and the Scheme becomes Effective. The number of Sinav Share Units available under the Unlisted Securities Alternative shall also be limited to a maximum aggregate of 7,965,198, which will represent approximately 24.9 per cent. of each class of the issued share capital of Sinav after the Scheme becomes Effective. If aggregate valid elections for the Unlisted Securities Alternative would result in the issue of more than 7,965,198 Sinav Share Units and the Scheme becomes Effective, the number of Sinav Share Units to which each electing Scheme Shareholder is entitled shall be scaled down pro rata (or as near thereto as Sinav in its absolute discretion considers practicable) amongst the electors and the balance of the consideration due to Scheme Shareholders who have made such elections will be satisfied by Cash Consideration in accordance with the terms of the Offer. The Unlisted Securities Alternative will also be subject to certain other restrictions as regards Overseas Shareholders.

-- Implementation of the Scheme will be subject, inter alia, to the sanction of the Court and the approval of GTL Shareholders at the Meetings. The Scheme Document, setting out full details of the Scheme and the procedures to be followed by GTL Shareholders to approve the Scheme, together with the Form of Election and Forms of Proxy, are expected to be despatched to GTL Shareholders and, for information purposes only, to participants in the GTL Share Option Schemes, by 19 November 2011 and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

-- If the Scheme does not become Effective by 30 April 2012, the Proposals will lapse except where the approval of GTL Shareholders at the Court Meeting and the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as Sinav and GTL may agree and, if appropriate, the Court may approve.

-- The GTL Board, which has been so advised by Cenkos, considers the terms of the Proposals to be fair and reasonable. In providing its advice to the GTL Board, Cenkos has taken into account the commercial assessments of the GTL Board.

-- Accordingly, the GTL Board has unanimously agreed to recommend that GTL Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the directors of GTL who currently hold GTL Shares intend so to do in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 74,000GTL Shares (representing approximately 0.23 per cent. of the existing issued ordinary share capital of GTL).

-- Sinav has received an irrevocable undertaking and letter of intent to vote in favour of the Proposals from GTL's largest institutional shareholder in respect of 2,205,324 and 6,985,341 GTL Shares respectively, representing approximately 6.89 and 21.84 per cent. respectively of the existing issued ordinary share capital of GTL.Further details of this irrevocable undertaking and letter of intent are set out below and in Appendix III to this announcement.

-- The Unlisted Securities Alternative is not the subject of a recommendation by the GTL Board and GTL Shareholders are strongly advised to seek their own independent financial advice before electing to participate in the Unlisted Securities Alternative.

-- At the date of this announcement, the NAV Funds beneficially own, in aggregate, 7,248,686 GTL Shares representing approximately 22.66 per cent. of the existing issued ordinary share capital of GTL.

Commenting on the Offer on behalf of the GTL Board, Julia Henderson, Non-Executive Chairman of GTL, said:

"Sinav's offer provides GTL Shareholders with a significant cash premium to the price at which the Company's shares have traded recently and it is supported by the Company's largest shareholder which, combined with the NAV Funds' existing shareholding, in aggregate represents approximately 51 per cent. of the existing ordinary share capital of GTL. Accordingly, the GTL Board recommends that GTL Shareholders vote in favour of this cash offer. Whilst no recommendation is being given in respect of it, the Unlisted Securities Alternative also provides GTL Shareholders with the option potentially to retain an interest in the business and future progress at GTL should they wish to do so."

Commenting on the Offer on behalf of Sinav, Christopher Mills, Member of NAV LLP and a Director of Sinav, said:

"We are delighted to be announcing this recommended cash offer for GTL, a leading US ethanol and bio refining company. We believe that GTL is a great company with strong operational management, but that, given its size, operating environment and US focus, it would fare better as a private company with a simplified and more cost effective corporate structure. Our offer provides GTL Shareholders with a significant premium over the value of their shares prior to our approach as well as potentially affording them the option to retain an interest in the business."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Implementation of the Scheme will be subject to the conditions set out in Appendix I to this announcement and the further terms to be set out in the Scheme Document and the Form of Election. Appendix II contains the sources of information and bases of calculation used in this announcement. Appendix III contains details of the irrevocable undertaking and letter of intent received by NAV LLP for the benefit of Sinav. Appendix IV contains a summary of the key rights attaching to Sinav Shares. Certain definitions apply throughout this announcement (including this summary) and your attention is drawn to Appendix V at the end of this announcement where these definitions are set out in full.

Enquiries:

Sinav Limited

   Christopher Mills, Director                                   Tel: +44 (0) 207 747 5678

Strand Hanson Limited

(Financial Adviser to Sinav and NAV LLP)

   Simon Raggett                                                  Tel: +44 (0) 207 409 3494

Matthew Chandler

GTL Resources PLC

Julia Henderson, Non-Executive Chairman Tel: +44 (0) 207 466 5000 (via Buchanan Communications)

   Richard Ruebe, Group Chief Executive Officer       Tel: +1 (0) 630 773 1226

Cenkos Securities Plc

(Financial and Nominated Adviser and Broker to GTL)

   Nicholas Wells                                                  Tel: +44 (0) 207 397 8928

Elizabeth Bowman

Buchanan Communications

(Public Relations Adviser to GTL)

   Charles Ryland                                                  Tel: +44 (0) 207 466 5000

Ben Romney

The Proposals will be subject to the Conditions and to the further terms to be set out in the Scheme Document. The Proposals are being made solely through the Scheme Document, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any vote in relation to the Proposals should be made only on the basis of the information contained in the Scheme Document. GTL Shareholders are advised to read the Scheme Document carefully, once it has been despatched.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Sinav and NAV LLP and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Sinav and NAV LLP for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Cenkos during business hours on 020 7397 8900 or by submitting a request in writing to Cenkos at 6.7.8 Tokenhouse Yard, London EC2R 7AS. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposals should be in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and any formal documentation relating to the Proposals are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Sinav Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are US Persons. Accordingly, Scheme Shareholders who are US Persons shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Sinav Shares to such Scheme Shareholders.

No steps have been taken, nor will any be taken, to enable Sinav Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to Sinav Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, Sinav Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Cautionary Note Regarding Forward Looking Statements

This announcement may contain certain statements that are or may be forward looking with respect to the financial condition, results of operation(s) and business of GTL and certain plans and objectives of the GTL Board and the Sinav Board with respect thereto. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the GTL Board and/or the Sinav Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although GTL and Sinav believe that the expectations reflected in such forward looking statements are reasonable, GTL and Sinav can give no assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this announcement and GTL and Sinav therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of GTL or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GTL and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of GTL or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of GTL or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of GTL or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GTL and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of GTL or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by GTL and by any offeror and Dealing Disclosures must also be made by GTL, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information Relating to GTL Shareholders

Please be aware that addresses, electronic addresses and certain information provided by GTL Shareholders, persons with information rights and other relevant persons for the receipt of communications from GTL may be provided to Sinav during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, GTL confirms that, as at the date of this announcement, it has 31,988,745 ordinary shares of 1 penny each in issue and admitted to trading on AIM under the ISIN reference GB00B1HT2334.

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of GTL at www.gtlresources.com and NAV LLP at www.navalue.co.uk/site/literature/sinav by no later than 12 noon (London time) on 1 November 2011.

31 October 2011

RECOMMENDED CASH OFFER

FOR

GTL RESOURCES PLC

SINAV LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

   1      Introduction

The board of directors of Sinav and the board of directors of GTL are pleased to announce that they have today reached agreement on the terms of a recommended cash offer by Sinav for the entire issued and to be issued ordinary share capital of GTL. The Offer of GBP1 per GTL Share values the existing issued ordinary share capital of GTL at approximately GBP31.99 million.

The Offer is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (involving a reduction of capital under section 648 of the Companies Act 2006). The Scheme requires the approval of Scheme Shareholders at a meeting convened by the Court and the subsequent sanction of the Court. The Reduction of Capital requires the approval of GTL Shareholders at a General Meeting and the subsequent confirmation of the Court. It is currently expected that the Scheme Document will be published by 19 November 2011; the Court Meeting and the General Meeting will be held on or around 12 December 2011; and the Scheme will become effective on or around 17 January 2012.

The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, for Sinav Share Units in lieuof the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer, should they choose to do so. Sinav Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Sinav Shares which may be issued to Scheme Shareholders under the Unlisted Securities Alternative. The Unlisted Securities Alternative is not the subject of a recommendation by the GTL Directors and GTL Shareholders are strongly advised to seek their own independent financial advice before making an election in respect of the Unlisted Securities Alternative.

Sinav is a private limited liability company recently incorporated in England and Wales. It has been formed at the direction of NAV LLP (on behalf of the NAV Funds and Siem Kapital) specifically for the purpose of making the Offer. The aforementioned parties are deemed to be acting in concert with Sinav for the purposes of the Code. Following implementation of the Proposals, Sinav will be owned by NAV LLP, the NAV Funds and Siem Kapital and, assuming sufficient valid elections are made, those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative (as described below). Further information on Sinav is set out in paragraph 9 below.

   2     The Proposals

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement between GTL and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006 (involving a reduction of capital under section 648 of the Companies Act 2006). The Scheme will be subject to the Conditions set out below and in Appendix I to this announcement and the full terms and conditions to be set out in the Scheme Document and the Form of Election.

If the Scheme (including the Reduction of Capital) becomes Effective, the Scheme Shares will be cancelled and, under the terms of the Offer, GTL Shareholders on the register of members at the Scheme Record Time will receive:

   for each Scheme Share                       GBP1 in cash

The Offer values the entire issued ordinary share capital of GTL at approximately GBP31.99 million and the Offer Price represents a premium of approximately:

(a) 34.23 per cent. to the Closing Price of 74.50 pence per GTL Share on 28 October 2011 (being the last Business Day prior to the making of this announcement); and

   3     The Unlisted Securities Alternative 
   3.1    Terms

Under the Unlisted Securities Alternative, Scheme Shareholders may elect, in respect of all or some of their Scheme Shares, to receive Sinav Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer on the following basis:

   for each Scheme Share                       1 Sinav Share Unit

subject to availability and scaling down as described below.

The key rights and restrictions attaching to the Sinav Shares are summarised in Appendix IV to this announcement.

   3.2    Availability

The Unlisted Securities Alternative will only be made available and implemented as part of the Proposals if valid elections for the Unlisted Securities Alternative are made in respect of at least 3,198,875 Scheme Shares, representing approximately 10 per cent. of the current issued ordinary share capital of GTL, and if the Scheme becomes Effective. If valid elections below this amount are received, all such elections shall be deemed to be invalid and, provided that the Scheme becomes Effective, Scheme Shareholders who elected for the Unlisted Securities Alternative will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Offer.

The number of Sinav Share Units available under the Unlisted Securities Alternative will also be limited to a maximum aggregate of 7,965,198, representing approximately 24.9 per cent. of each class of the issued share capital of Sinav after the Scheme becomes Effective. If, in aggregate, valid elections for the Unlisted Securities Alternative would result in the issue of more than 7,965,198 Sinav Share Units, the number of Sinav Share Units to which each electing Scheme Shareholder is entitled shall be scaled down pro rata (or as near thereto as Sinav in its absolute discretion considers practicable) amongst the electors and the balance of the consideration due to Scheme Shareholders who have made such elections will be satisfied by Cash Consideration in accordance with the terms of the Offer. The Unlisted Securities Alternative will also be subject to certain other restrictions as regards Overseas Shareholders noted in paragraphs 3.4 and 16 below.

If the Unlisted Securities Alternative is fully subscribed and the Scheme becomes Effective, Sinav Shares held by Scheme Shareholders who elect for the Unlisted Securities Alternative will represent approximately 24.9 per cent. of each class of the issued share capital of Sinav.

If elections have to be scaled down, those Scheme Shareholders who validly elect for the Unlisted Securities Alternative will instead receive additional Cash Consideration in lieu of the Sinav Share Units they would have received had such elections not been scaled down.

   3.3    Risk factors

The Unlisted Securities Alternative is not the subject of a recommendation by the GTL Directors. It is recommended that GTL Shareholders carefully consider, in light of their own investment objectives and having taken independent advice appropriate to their own financial circumstances, whether they wish to elect for the Unlisted Securities Alternative.

The attention of GTL Shareholders who may be considering electing for the Unlisted Securities Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, inter alia, the following:

-- Sinav is an unquoted company and there currently is, and there is expected to continue to be, no market in Sinav Shares;

-- Sinav has no plans to seek a listing or public quotation of the Sinav Shares on any recognised investment exchange or other market following the Effective Date;

-- Sinav will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised investment exchange;

-- the Sinav Shares held by Scheme Shareholders will represent a minority interest in Sinav. NAV LLP, the NAV Funds and Siem Kapital, which together will hold over 75 per cent. of the Sinav Shares, will have control of Sinav;

-- the Articles of Sinav will contain provisions which restrict the transfer of the Sinav Shares (these restrictions are summarised in Appendix IV of this announcement); and

   --       Sinav currently has no intention to pay dividends. 
   3.4    Securities law restrictions

Where Sinav believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, the US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Sinav will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Offer.

   3.5    Sinav Share Units

Each Sinav Share Unit will comprise 1 Sinav Ordinary Share and 1 Sinav Preference Share.

Any Sinav Shares issued pursuant to the Unlisted Securities Alternative will rank pari passu in all respects with Sinav Shares of the same class which are to be subscribed for by NAV LLP, the NAV Funds and Siem Kapital on or prior to implementation of the Proposals. Sinav Shares are subject to certain transfer restrictions and obligations, including drag-along rights. A more detailed summary of the rights and restrictions attaching to Sinav Shares is provided in Appendix IV to this announcement.

   4      Reasons for the Proposals and future plans for GTL

Sinav is confident in the overall prospects for GTL's operating businesses and the alternative energy sector within which it operates, but believes that in order to maximise its future potential the Company will be better suited to a private company environment, where, with Sinav's support and assistance, management will be able to concentrate on the more efficient delivery of their medium term business plan, within a simplified corporate structure, free from the requirement to meet the public equity market's shorter term expectations. In addition, Sinav believes that, as a relatively small UK quoted company, with principally overseas operations and trading activities in the USA, GTL will struggle to attract and retain sufficient research coverage, stock liquidity and level of market rating that would make retaining its existing AIM quotation worthwhile.

Sinav intends to seek to continue to grow the GTL Group's production volumes and contracted revenue base and pursue the identification and development of alternative viable revenue streams, whilst maintaining a tight control of costs within a simplified corporate structure and eliminating the regulatory burden, constraints and numerous expenses associated with maintaining a UK public listing, thereby enhancing value for its investors in the longer term.

   5      Background to and reasons for the recommendation of the Proposals

Over the last several years, GTL's shares have consistently attracted a lower valuation than those of its US peer group despite its profitability. In the financial years ended 31 March 2010 and 2011, the GTL Group reported pre-tax profits of US$14.5m and US$12.0m respectively. Operational improvements made at the IRE plant have resulted in increasing utilisation levels and this, combined with favourable margins, has enabled GTL to generate sufficient cash to reduce the high historical net debt levels at IRE by US$37.1m over this two year period. Unfortunately, this reduction in net debt has not led to a corresponding improvement in the market value of the GTL Shares during this period. Since the 31 March 2011 year end, the Company has further reduced its net debt by approximately US$8.2m.

The ethanol market in the US is complex due to, inter alia, uncertainty surrounding both US federal and state regulations and incentives and volatile commodity margin components. Fluctuations in the input price of corn and the sale price of ethanol can materially affect the profitability of GTL and its cash generation. This makes prediction of the commodity margin, and thus earnings, very challenging.

Therefore, although the GTL Group is currently profitable and performing well, the GTL Board is of the opinion that the US ethanol sector is likely to continue to be discounted by the wider UK investor community and considers that it could be some time before GTL's value and potential are fully reflected in its share price.

In addition to developing the existing business, the GTL Board has pursued a dual strategy of identifying undervalued ethanol assets in the US with a view to potential acquisition and integration into the GTL Group, coupled with a diversification strategy of developing bio-refinery start-up projects to generate possible new sources of revenues and profits. Both of these strategies would require further equity finance which, in the current market environment, could be uncertain.

As a result of the above factors, and in the knowledge that GTL's largest shareholder has committed to accept the Offer, the GTL Board has concluded that the Offer provides a fair opportunity for GTL Shareholders to immediately realise their interest in GTL for cash at a price significantly higher than has been available in the market. The Offer Price represents a 34.23 per cent. premium to the Closing Price of a GTL Share on 28 October 2011 (being the last Business Day prior to this announcement) and also provides, through the Unlisted Securities Alternative, an opportunity for GTL Shareholders to potentially retain an interest in GTL going forward.

   6      Recommendation

The GTL Directors, who have been so advised by Cenkos, consider the terms of the Proposals to be fair and reasonable. In providing its advice to the GTL Directors, Cenkos has taken into account the commercial assessments of the GTL Directors.

Accordingly, the GTL Directors have unanimously agreed to recommend that GTL Shareholders vote in favour of the resolutions relating to the Proposals to be proposed at the Court Meeting and the General Meeting, as each of the GTL Directors who currently hold GTL Shares intend so to do in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 74,000 GTL Shares (representing approximately 0.23 per cent. of the existing issued ordinary share capital of GTL).

The Scheme Document, which it is currently expected will be posted to GTL Shareholders by 19 November 2011, will contain, inter alia, details of the Scheme and notices of the Meetings.

The Unlisted Securities Alternative is not the subject of a recommendation by the GTL Directors and GTL Shareholders are strongly advised to seek their own independent financial advice before electing to participate in it. Further information regarding the Unlisted Securities Alternative is set out in paragraph 3 of this announcement. Neither of the directors who currently hold GTL Shares intend to elect for Sinav Share Units in respect of any of their holding of, in aggregate, 74,000 Scheme Shares.

   7      Irrevocable undertaking and letter of intent

NAV LLP, for the benefit of Sinav, has received an irrevocable undertaking and letter of intent to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) from Henderson Global Investors Limited and Gartmore Investment Limited in respect of 2,205,324 and 6,985,341 GTL Shares respectively, held by certain of their investment management clients, representing approximately 6.89 per cent. and 21.84 per cent. of the existing issued ordinary share capital of GTL respectively. The irrevocable undertaking is binding in all respects subject only to the Offer being announced by Sinav and the relevant offer documentation being sent to GTL Shareholders within specified time periods. The irrevocable undertaking applies whether the Offer is made by way of a Scheme or a Takeover Offer, but in the case of a Takeover Offer will lapse and cease to have effect if within 21 days after posting of an offer document, a third party announces a firm intention to make an offer (whether recommended or not) for GTL on terms which represent a price of at least GBP1.15 per GTL Share.

The GTL Directors who beneficially hold GTL Shares as at the date of this announcement, namely, Richard Ruebe and Julia Henderson, intend to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such an offer) in respect of their entire beneficial shareholdings in the share capital of GTL, amounting in aggregate to 74,000 GTL Shares, representing approximately 0.23 per cent. of the existing issued ordinary share capital of GTL.

No shareholder who has entered into an irrevocable undertaking or letter of intent with Sinav is acting in concert with Sinav.

Further details of the irrevocable undertaking and letter of intent received by Sinav (including the circumstances in which the irrevocable undertaking will cease to remain binding) are set out in Appendix III to this announcement.

A copy of the irrevocable undertaking and letter of intent will be put on display on GTL's and NAV LLP's websites (www.gtlresources.com and www.navalue.co.uk/site/literature/sinav respectively) from 12 noon on 1 November 2011 until the Effective Date or, if applicable, the date on which the Proposals lapse.

   8      Information relating to the GTL Group

Incorporated on 21 April 1993, GTL is an ethanol and bio refining company which, through its subsidiary IRE, produces over 110 million gallons of ethanol per annum from its production facility in Rochelle, Illinois, USA.

In its latest financial year to 31 March 2011, the GTL Group achieved total revenue of US$261.45 million (2010: US$216.63 million) and a profit before taxation of US$11.98 million (2010: US$14.50 million). As at 31 March 2011, total assets were US$208.13 million (2010: US$214.88 million) with net assets of US$79.51 million (2010: US$71.52 million) and net debt of US$83.38 million (2010: US$97.82 million).

The total number of GTL Shares in issue as at the date of this announcement is 31,988,745 and there are approximately 3,350 registered shareholders. The market capitalisation of GTL, based on the mid-market price of a GTL Share of 74.50 pence as at the close of business on 28 October 2011 (being the last Business Day prior to this announcement) was approximately GBP23.83 million.

Current trading and prospects

As announced on 28 September 2011, GTL's commodity margins for the six month period ended 30 September 2011 have closely tracked the seasonal margins experienced for the same six month period in 2009 and 2010. GTL's commodity margins are largely driven by the volatile commodity prices of ethanol, corn and natural gas resulting in forecast visibility that is very short term.

The Board of GTL expects to see some increased temporary volatility due to the anticipated 31 December 2011 expiration of the ethanol blender's credit (the result of which may be a pre-year end increase in commodity margins, and subsequent post-year end decline). The GTL Board expects that the 13.2 billion corn based ethanol gallons mandated by RFS2, the steadily growing amount of US ethanol exports, and the gradual introduction of 15 per cent. ethanol blends for newer model cars in the US together should all have a positive impact on industry demand. GTL's interim results will be announced shortly.

Further financial and other information on GTL will be set out in the Scheme Document.

   9      Information relating to Sinav, NAV LLP, Siem Kapital and Siem Industries 
   9.1   Sinav

Sinav is a private company incorporated in England and Wales with limited liability on 19 October 2011 under the registration number 7816528. It has been established by NAV LLP (on behalf of the NAV Funds and Siem Kapital) specifically for the purpose of implementing the Proposals.

The current issued share capital of Sinav comprises 2 Sinav Ordinary Shares and 2 Sinav Preference Shares, which are held equally by each of NAV LLP and Siem Kapital. Sinav is to be funded for the purposes of the Offer by the Subscription/Cancellation Agreement details of which are given in paragraph 11 below.

Sinav has not traded since its date of incorporation, has paid no dividends and has not entered into any obligations other than in connection with the Proposals and the financing of the Proposals. The directors of Sinav are Mr Christopher Mills, a member and appointee of NAV LLP and Mr Kristian Siem, an appointee of Siem Kapital. Sinav does not currently have any subsidiaries or subsidiary undertakings. Further information concerning Sinav will be set out in the Scheme Document.

Following implementation of the Proposals, Sinav will be owned by NAV LLP, the NAV Funds and Siem Kapital and, assuming sufficient valid elections are made, those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative.

   9.2    NAV LLP

NAV LLP is a UK limited liability partnership incorporated on 21 March 2003. Its principal activity is the provision of discretionary investment management and advisory services to its active value and private equity clients and it has been authorised to conduct investment business by the FSA since 23 September 2003. As at 30 September 2011, it had approximately GBP534 million in active funds under management.

The active value range of funds comprises public funds, private equity funds and hedge funds which typically take an active interest in the running of the companies that the funds invest in with the aim of adding significant value by changing or improving various aspects of the investee company's business. In general, the funds co-invest in private equity opportunities on a broadly pro rata basis in accordance with portfolio sizes, however other factors such as the size of the transaction concerned, sector and geographic exposure, liquidity and long term business plan are also taken into account by NAV LLP in making allocations.

Further information concerning NAV LLP and the specific discretionary managed funds that are investing in Sinav will be set out in the Scheme Document.

   9.3    Siem Kapital and Siem Industries

Siem Kapital was incorporated in Norway as a private company with limited liability on 28 April 1993. It is an indirect wholly owned subsidiary of Siem Industries and is principally engaged in the commercial management of car carrying and Ro-Ro (roll-on/roll-off) vessels. Siem Kapital wholly owns Siem Car Carriers AS, a company whose operations involve car and Ro-Ro transportation solutions and capabilities principally in the North Pacific region.

Siem Industries was incorporated on 13 October 1980 as an exempted company under the laws of the Cayman Islands with limited liability. It is a diversified industrial holding company that operates mainly through its autonomous affiliates and holds interests in several sectors, including the oil and gas offshore services industry (Subsea 7 S.A. and Siem Offshore Inc.), the ocean transport of refrigerated cargoes (Star Reefers Inc.) and the ocean transport of cars and rolling vehicles (Siem Car Carriers Inc. and Siem Car Carriers AS) and potash mining in Germany (Deusa International GmbH). In addition, the Siem Industries group has a 51 per cent. interest in a captive insurance company (Deep Seas Insurance Limited) and a portfolio of financial investments within shipping and other segments.

Further information concerning Siem Kapital and Siem Industries will be set out in the Scheme Document.

   10    Financing of the Proposals

Strand Hanson, financial adviser to Sinav, is satisfied that sufficient financial resources are available to Sinav to enable it to implement the Offer in full. Assuming that the Cash Consideration is payable to all Scheme Shareholders and that cash cancellation payments are made to all holders of Options with an exercise price of less than GBP1 per GTL Share, full implementation of the Offer would require a maximum cash payment of approximately GBP28.06 million by Sinav which will be funded entirely out of Sinav's cash resources made available by subscriptions for Sinav Share Units by the NAV Funds and Siem Kapital pursuant to the Subscription/Cancellation Agreement details of which are given in paragraph 11 below. This reflects the fact that 4,800,000 of the GTL Shares held by the NAV Funds are to be cancelled under the Scheme in consideration for the issue to those NAV Funds of 4,800,000 Sinav Share Units. There is no requirement for any funding from third party providers of finance to the Sinav Group.

   11    Subscription/Cancellation Agreement

Pursuant to the Subscription/Cancellation Agreement, NAV LLP has agreed, inter alia, on behalf of one of the NAV Funds, that they will subscribe for up to 11,700,000 Sinav Share Units at a price of GBP1.00 per unit and Siem Kapital has agreed that it will subscribe for up to 16,500,000 Sinav Share Units at a price of GBP1.00 per unit so as to provide Sinav with the amount required to satisfy the aggregate Cash Consideration payable in accordance with the Scheme. The obligation to subscribe for Sinav Share Units is conditional upon the Scheme becoming Effective. The subscription monies shall be made available no later than seven days after the date on which the Scheme becomes Effective.

In the Subscription/Cancellation Agreement NAV LLP has also confirmed on behalf of certain of the NAV Funds their agreement to the cancellation of certain of the GTL Shares held by them in consideration for the issue by Sinav of Sinav Share Units in accordance with the terms of the Scheme, with the exception of 2,448,686 GTL Shares held by North Atlantic Smaller Companies Investment Trust PLC, one of the NAV Funds, which are to be cancelled for cash.

   12    GTL Share Option Schemes

Participants in the GTL Share Option Schemes will be contacted regarding the effect of the Scheme on their rights under the GTL Share Option Schemes and appropriate proposals will be made to such participants in due course.

   13    Structure and implementation of the Proposals

Process

It is intended that the Offer and, if it becomes available the Unlisted Securities Alternative, will be implemented by means of a Court-sanctioned scheme of arrangement between GTL and its shareholders under Part 26 of the Companies Act 2006, the provisions of which will be set out in full in the Scheme Document. The purpose of the Scheme, together with the proposed changes to GTL's Articles is to provide for Sinav (and/or its nominee(s)) to become the owner(s) of the entire issued ordinary share capital of GTL in issue immediately prior to the Scheme becoming Effective. This is to be achieved by the cancellation of the Scheme Shares and the application of the reserve arising from such cancellation in paying up in full a number of new GTL Shares (which have an aggregate nominal value equal to the aggregate nominal value of the Scheme Shares cancelled) and issuing the same to Sinav. Scheme Shareholders will then be entitled to receive the Cash Consideration on the basis set out in paragraph 2 above and to elect for the Unlisted Securities Alternative on the basis set out in paragraph 3 above.

The implementation of the Proposals will be subject to the satisfaction or waiver of each of the Conditions and the further terms to be set out in the Scheme Document and the Form of Election. In particular, the Scheme will require the approval of GTL Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of those Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares voted. Implementation of the Proposals will also require the passing of the Special Resolutions which will require the approval of GTL Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

Following the Meetings, the Scheme will become Effective following sanction by the Court and delivery of the Scheme Court Order and the Reduction Court Order to the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all GTL Shareholders, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting and/or the General Meeting and share certificates in respect of GTL Shares will cease to be valid and entitlements to GTL Shares held within the CREST system will be cancelled.

The Scheme will contain a provision for Sinav to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose.

As part of the implementation of the Proposals, it is anticipated that application will be made to the London Stock Exchange for the cancellation of the admission to trading on AIM of the GTL Shares immediately following the Scheme becoming Effective and that GTL will be re-registered as a private limited company, as detailed in paragraph 15 below.

Anticipated timetable

GTL currently anticipates that:

(a) it will despatch the Scheme Document, together with the Forms of Proxy and Form of Election, to GTL Shareholders and, for information only, to the holders of options granted under the GTL Share Option Schemes on or about 19 November 2011, but in any event within the next 28 days (or such later date as may be agreed with the Panel);

   (b)   the Court Meeting and General Meeting will take place on or around 12 December 2011; and

(c) subject to the Scheme becoming unconditional and Effective in accordance with its terms, the Proposals are expected to become Effective on or around 17 January 2012, with the consideration being payable to GTL Shareholders under the Proposals no later than 14 days after the Effective Date.

The timing of events which relate to the implementation of the Proposals is, however, subject to the approval of the Court and is therefore subject to change. A full anticipated timetable will be set out in the Scheme Document.

If the Proposals do not become effective by 30 April 2012, the Proposals will lapse except where the approval of GTL Shareholders at the Court Meeting and General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as Sinav and GTL may agree and, if appropriate, the Court may approve.

   14    GTL's Directors, management, employees and locations

Sinav has given assurances to the GTL Board that, on the Scheme becoming Effective, the existing employment rights, including pension rights, of the management and employees of GTL will be safeguarded. Following the Scheme becoming Effective, Sinav may put in place incentive arrangements for certain members of the GTL management team. No proposals have been made on the terms of any incentive arrangements for relevant managers. The three non-executive directors of GTL have agreed to resign with effect from the Effective Date. They will each receive remuneration in line with the termination provisions of their respective service contracts or letters of appointment by way of compensation. Sinav does not have any plans to make any other material change in the terms and conditions of employment of the management and employees of the Company and its subsidiaries.

Further, Sinav has not sought to create a new strategic plan for the GTL Group and instead intends to support GTL's management in continuing to develop and execute management's existing medium term strategy for the GTL Group. Save for simplifying the UK corporate structure, Sinav has no plans to change the principal locations of the GTL Group's existing places of business nor does Sinav currently intend to redeploy the fixed assets of GTL to an extent that would have a material impact on the business of GTL. Accordingly, the GTL Directors believe that the prospects of the employees of GTL will not be adversely affected by the implementation of the Scheme.

   15    Cancellation of admission to trading on AIM and re--registration

Prior to the Scheme becoming Effective, GTL will make an application to the London Stock Exchange for the cancellation of the admission to trading of the GTL Shares on AIM to take effect from or shortly after the Effective Date.

On the Effective Date, share certificates in respect of GTL Shares will cease to be valid and entitlements to GTL Shares held within the CREST system will be cancelled.

It is also intended that, immediately following the Scheme becoming Effective, and after the shares in the capital of GTL have been cancelled from trading on AIM, GTL will be re--registered as a private limited company.

   16    Overseas shareholders

GTL Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Scheme and/or the Unlisted Securities Alternative. If a GTL Shareholder is in any doubt as to his eligibility to participate in the Scheme and/or the Unlisted Securities Alternative, he should contact his independent professional adviser immediately.

The availability of the Scheme and/or the Unlisted Securities Alternative to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the GTL Shareholders who are not resident in the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions.

Where Sinav believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Sinav will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Offer.

This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and the information disclosed may be different from that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England including Section 14(a) of the US Exchange Act.

No steps have been taken, nor will any be taken, to enable the Sinav Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to the Sinav Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, the Sinav Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

   17         Disclosure of interests in GTL

Sinav confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. Save for a total of 7,248,686 GTL Shares held by the NAV Funds which represent, in aggregate, approximately 22.66 per cent. of GTL's issued ordinary share capital and the irrevocable undertaking and letter of intent referred to in paragraph 7 above, as at the close of business on 28 October 2011, the latest practicable Business Day prior to this announcement, neither Sinav nor any of the directors of Sinav or NAV LLP or any of its members nor Siem Kapital nor any of the directors of Siem Kapital nor, so far as NAV LLP, Siem Kapital, Sinav and the Sinav Directors are aware, any person acting, or deemed to be acting, in concert with Sinav for the purposes of the Offer has:

   (a)   any interest in, or right to subscribe for, any relevant GTL securities;

(b) any short positions in respect of any GTL securities (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of GTL;

(d) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant GTL securities; or

   (e)   any arrangement in relation to any relevant GTL securities.

For these purposes, "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant GTL securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

In the interests of secrecy prior to this announcement, it has not been practicable for Sinav to make enquiries of all persons who are, or may be presumed to be, acting in concert with Sinav for the purposes of the Proposals in order to include all relevant details in respect of such persons in an Opening Position Disclosure by Sinav. Any such additional interest(s) or dealing(s) will be discussed with the Panel and, if appropriate, will be disclosed in the Scheme Document or announced if requested by the Panel.

   18         General

Sinav reserves the right to elect to implement the acquisition of the GTL Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer would be made on a cash only basis (with the consent of the Panel) but otherwise on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent. as Sinav may decide).

The Scheme Document is currently intended to be posted to GTL Shareholders by 19 November 2011 and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

The Scheme will be made on the terms and subject to the Conditions set out in Appendix I to this announcement and to be set out in the Scheme Document and the Form of Election. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the full expected timetable and will be accompanied by Forms of Proxy for the Meetings and a Form of Election for the Unlisted Securities Alternative. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

In deciding whether or not to vote in favour of the Scheme in respect of their GTL Shares, GTL Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document, the Forms of Proxy and the Form of Election.

   19         Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on GTL's and NAV LLP's websites at www.gtlresources.com and www.navalue.co.uk/site/literature/sinav respectively by no later than 12 noon (London time) on 1 November 2011 until the end of the Offer:

-- the irrevocable undertaking and letter of intent referred to in paragraph 7 above and summarised in Appendix III to this announcement; and

   --      the Subscription/Cancellation Agreement referred to in paragraph 11 above.

Enquiries:

Sinav Limited

   Christopher Mills, Director                                   Tel: +44 (0) 207 747 5678

Strand Hanson Limited

(Financial Adviser to Sinav and NAV LLP)

   Simon Raggett                                                  Tel: +44 (0) 207 409 3494

Matthew Chandler

GTL Resources PLC

Julia Henderson, Non-Executive Chairman Tel: +44 (0) 207 466 5000 (via Buchanan Communications)

   Richard Ruebe, Group Chief Executive Officer       Tel: +1 (0) 630 773 1226

Cenkos Securities Plc

(Financial and Nominated Adviser and Broker to GTL)

   Nicholas Wells                                                  Tel: +44 (0) 207 397 8928

Elizabeth Bowman

Buchanan Communications

(Public Relations Adviser to GTL)

   Charles Ryland                                                  Tel: +44 (0) 207 466 5000

Ben Romney

Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to GTL and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than GTL for providing the protections afforded to clients of Cenkos Securities Plc or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.The Proposals are being made solely through the Scheme Document and Form of Election which will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Proposals. GTL Shareholders are advised to read the formal documentation in relation to the Proposals carefully once it has been despatched. In deciding whether or not to approve the Scheme, GTL Shareholders must rely solely on the terms and conditions of the Proposals and the information contained, and the procedures described, in the Scheme Document and Form of Election. GTL Shareholders are advised to read the Scheme Document and Form of Election carefully, once they have been despatched.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The availability of the Offer and the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom and into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and any formal documentation relating to the Proposals are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction.

Sinav Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. Accordingly, the Unlisted Securities Alternative is not being made available to Scheme Shareholders who are US Persons who shall receive cash, and there shall be no issuance of Sinav Shares to such Scheme Shareholders. No steps have been taken, nor will any be taken, to enable Sinav Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to Sinav Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, Sinav Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Appendix I sets out the Conditions to implementation of the Proposals.

Appendix II sets out the bases and sources of information from which the financial calculations used in this announcement have been derived.

Appendix III contains certain details relating to the irrevocable undertaking and letter of intent given by Henderson Global Investments Limited and Gartmore Investment Limited.

Appendix IV contains a summary of the key rights attaching to Sinav Ordinary Shares and Sinav Preference Shares.

Appendix V contains the definitions of terms used in this announcement.

Cautionary Note Regarding Forward Looking Statements

Disclosure Requirements of the Code

Information Relating to GTL Shareholders

Rule 2.10 Disclosure

Publication on Website

Appendix I

Conditions and certain further terms to the Implementation of

the Scheme and the Proposals

The Proposals will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than 30 April 2012 or such later date, if any, as Sinav and GTL may with the consent of the Panel agree and (if required) the Court may allow.

Part A: Conditions to the Scheme

   1          The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number, representing three-fourths or more in value of the holders of Scheme Shares (or the relevant class or classes thereof), present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);

(b) all resolutions required to implement the Scheme and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting) and not being subsequently revoked;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to GTL and Sinav), and an office copy of the Court Order sanctioning the Scheme being delivered for registration with the Registrar of Companies; and

(d) the confirmation of the Reduction of Capital (with or without modification but subject to any modification being on terms acceptable to GTL and Sinav), and an office copy of the Court Order confirming the Reduction of Capital and the Statement of Capital attached thereto being delivered for registration with the Registrar of Companies.

Part B: Conditions to the Proposals

2 Subject to Part C below, the Proposals will also be conditional upon the following matters, and, accordingly, the Court Orders will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) or waived:

(a) all notifications and filings which are necessary by Sinav having been made in connection with the Proposals, all necessary waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any jurisdiction having been complied with and all Authorisations which in each case are necessary by Sinav for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, GTL or any member of the Wider GTL Group by any member of the Wider Sinav Group having been obtained in terms and in a form reasonably satisfactory to Sinav from all Relevant Authorities or persons with whom any member of the Wider GTL Group has entered into contractual arrangements (other than contractual arrangements which have been Fairly Disclosed) in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation from such a person would have a material adverse effect on the Wider GTL Group taken as a whole, and all such Authorisations, together with all Authorisations necessary to carry on the business of any member of the Wider GTL Group, remaining in full force and effect at the time when the Scheme becomes Effective and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Scheme becoming Effective;

(b) no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might reasonably be expected to, in any case which would be material in the context of the Wider GTL Group or the Wider Sinav Group, as the case may be, when taken as a whole:

(i) make the Proposals, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, GTL or any member of the Wider GTL Group by Sinav or any member of the Wider Sinav Group, illegal, void or unenforceable under the laws of any relevant jurisdiction or otherwise directly or indirectly materially restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional material conditions or obligations with respect to or otherwise materially challenge the Proposals or such proposed acquisition in any case in a manner which is material in the context of the Wider GTL Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require Sinav to dispose of all or some of its GTL Shares or restrict the ability of Sinav to exercise voting rights in respect of some or all of such GTL Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider Sinav Group of any shares or other securities in GTL;

(iii) impose any limitation on, or result in a delay in, the ability of Sinav or GTL or any member of the Wider Sinav Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider GTL Group or voting rights or management control over any member of the Wider GTL Group;

(iv) require, prevent or delay a divestiture by any member of the Wider Sinav Group or the Wider GTL Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

(v) result in any member of the Wider GTL Group or the Wider Sinav Group ceasing to be able to carry on the business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider Sinav Group or of the Wider GTL Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Sinav Group or of the Wider GTL Group;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Sinav Group or any member of the Wider GTL Group in a manner which is material and adverse to the relevant Group taken as a whole; or

(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider GTL Group or the Wider Sinav Group to offer to acquire any shares or other securities owned by any third party in any member of the Wider GTL Group by any third party;

and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;

(c) except as Fairly Disclosed, there being no provision of any Authorisation or other instrument to which any member of the Wider GTL Group is a party, or by or to which any such member, or any of its assets, is bound or subject, which could or might reasonably be expected to as a consequence of the Proposals or of the proposed acquisition by Sinav of any shares or other securities in, or control of, GTL, result, in any case to an extent which is material in the context of the GTL Group taken as a whole, in:

(i) any assets or interests of any member of the Wider GTL Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available to any member of the Wider GTL Group, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or material liabilities (actual or contingent) of, or any grant available to, any member of the Wider GTL Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider GTL Group to incur any indebtedness becoming or being capable of being or becoming withdrawn or prohibited;

(iii) any such arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument being terminated or materially adversely modified, affected, amended or varied or any materially adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) the business or interests of any member of the Wider GTL Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;

(v) the value of or the financial or trading position or prospects of any member of the Wider GTL Group being prejudiced or adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider GTL Group other than in the ordinary course of business;

(vii) any liability of any member of the Wider GTL Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider GTL Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(ix) any member of the Wider GTL Group ceasing to be able to carry on business under any name under which it currently does so,

and no event having occurred which, under any provision of any Authorisation or other instrument to which any member of the Wider GTL Group is a party, or by or to which any such member, or any of its assets, is bound, or subject, could result, in any case to an extent which is material and adverse in the context of the Wider GTL Group taken as a whole, in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this paragraph;

   (d)          since 31 March 2011 and except as Fairly Disclosed:

(i) no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider GTL Group or no criminal proceedings, litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider GTL Group is or may become a party (whether as plaintiff, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider GTL Group which in any case is material in the context of the Wider GTL Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider GTL Group which in any case is material in the context of the Wider GTL Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider GTL Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider GTL Group, which is necessary for the proper carrying on of its business;

(e) since 31 March 2011 and except as Fairly Disclosed, neither GTL nor any other member of the Wider GTL Group having:

(i) issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities or transferred or sold any GTL Shares out of treasury (save as between GTL and any member of the Wider GTL Group or between any members of the Wider GTL Group and save for the issue of GTL Shares pursuant to the exercise of the options under the GTL Share Option Schemes);

(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other changes to its share capital, except in respect of the matters mentioned in Condition 2(e)(i) above;

(iii) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to GTL or a wholly-owned subsidiary of GTL;

(iv) save for any transaction between GTL and any member of the Wider GTL Group or between any members of the Wider GTL Group, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider GTL Group taken as a whole;

(v) save for any transaction between GTL and any member of the Wider GTL Group or between any members of the Wider GTL Group, issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider GTL Group taken as a whole;

(vi) entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or which involves or could involve an obligation of a nature and magnitude which is material in the context of the Wider GTL Group taken as a whole or is likely to materially restrict the scope of the existing business of any member of the Wider GTL Group other than to a nature and extent which is normal in the context of the business concerned;

(vii) save for any transaction between GTL and any member of the Wider GTL Group or between any members of the Wider GTL Group, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) in relation to itself or another member of the Wider GTL Group otherwise than in the ordinary course of business which in any case is material in the context of the GTL Group taken as a whole;

(viii) otherwise than in the ordinary course of business, waived or compromised any claim which is material in the context of the Wider GTL Group taken as a whole;

(ix) taken any corporate action or had any legal proceedings started or threatened against it for its winding up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider GTL Group taken as a whole;

(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments or a moratorium of any indebtedness;

(xi) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider GTL Group taken as a whole;

(xii) save for any transaction between GTL and any member of the Wider GTL Group or between any members of the Wider GTL Group made or authorised any change in its loan capital which is material in the context of the Wider GTL Group taken as a whole;

(xiii) save in respect of the resignation of the non-executive directors of GTL with effect from the Effective Date, entered into or varied in any material respect the terms of any letter of appointment or service agreement (as the case may be) with or relating to any of the executive directors, non--executive directors or senior executives of GTL or any of the directors or senior executives of any other member of the Wider GTL Group;

(xiv) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or, other than in the ordinary course of business, any other benefit relating to the employment or termination of employment of any person employed by the Wider GTL Group which in any case is material in the context of the Wider GTL Group taken as a whole;

(xv) save as envisaged in accordance with the terms of the Scheme, made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xvi) otherwise than in the ordinary course of business entered into any agreement or commitment or passed any resolution or made any offer which remains open for acceptance or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (e);

   (f)           Sinav not having discovered that, except as Fairly Disclosed:

(i) any financial, business or other information concerning the Wider GTL Group disclosed publicly or disclosed to any member of the Wider Sinav Group by any member of the Wider GTL Group at any time is to a material extent misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading to a material extent and which was not corrected before the date of announcement of the Proposals either by public disclosure through a Regulatory Information Service or by a written disclosure to the Wider Sinav Group and which is material in the context of the Wider GTL Group taken as a whole;

(ii) any member of the Wider GTL Group is subject to any liability otherwise than in the ordinary course of business, contingent or otherwise, which is material in the context of the GTL Group taken as a whole;

(iii) any information which affects the import of any information disclosed to any member of the Sinav Group at any time by or on behalf of any member of the Wider GTL Group which is material in the context of the GTL Group taken as a whole;

(iv) any member of the Wider GTL Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, storage, transport, treatment, handling, disposal, release, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person where non compliance would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider GTL Group which in any case is material in the context of the Wider Sinav Group taken as a whole;

(v) there has been an emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health which would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider GTL Group which in any case is material in the context of the Wider Sinav Group taken as a whole;

(vi) there is or is likely to be any liability (whether actual or contingent) to improve or install new plant or equipment or make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider GTL Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any other person or body in any jurisdiction which in any case is material in the context of the Wider Sinav Group taken as a whole; or

(vii) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider GTL Group which in any case is material in the context of the Wider Sinav Group taken as a whole; and

(g) except as Fairly Disclosed, no member of the GTL Group nor the trustees of any relevant pension scheme having, since 31 March 2011 (and in each case to an extent which is material in the context of the Wider GTL Group taken as a whole):

(i) made or agreed or consented to any significant change (i) to the terms of any trust deeds constituting the pension schemes established for the directors or employees (or their dependants) of any member of the Wider GTL Group, (ii) to the benefits which accrue, (iii) to the pensions which are payable thereunder for all members or any category of members, (iv) to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined for all members or any category of members (including with regard to commutation factors where employer agreement is required to change such factors), or (v) to the basis on which the liabilities (including pensions) of such pension schemes are funded (including putting in place, agreeing or consenting to technical provisions, actuarial valuations, statements of funding principles, schedules of contributions and recovery plans pursuant to Part 3 of the Pensions Act 2004); or

   (ii)           established any new pensions arrangements.

Part C: Further terms of the Proposals

3 Sinav reserves the right to waive in whole or in part all or any of the above Conditions. The Scheme will not become Effective unless all of the Conditions have been fulfilled or waived or, where appropriate, have been determined by Sinav to be or remain satisfied by the earlier of (i) 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, and (ii) 30 April 2012 (or such later date as Sinav or GTL may agree and the Panel and the Court may allow). Sinav shall be under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (g) earlier than that date, notwithstanding that other of the Conditions may at an earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4 If Sinav is required by the Panel to make an offer for GTL Shares under the provisions of Rule 9 of the Code, Sinav may make such alterations to the terms and conditions of the Offer and/or the Unlisted Securities Alternative as are necessary to comply with the provisions of that rule, and such offer shall be subject to the terms and conditions as so amended.

5 Sinav reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the GTL Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Sinav may decide) of (i) the GTL Shares to which such Takeover Offer relates and (ii) the voting rights normally exercisable at a general meeting of GTL. Any such Takeover Offer would be made on a cash only basis (with the consent of the Panel), but otherwise on the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient GTL Shares are otherwise acquired, it is the intention of Sinav to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding GTL Shares to which such Takeover Offer relates.

6 The availability of the Proposals to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7 Under Rule 13.5 of the Code, Sinav may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Conditions are of material significance to Sinav in the context of the Proposals. The Conditions contained in paragraph 1 above are not subject to Rule 13.5 of the Code.

8 GTL Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interest, encumbrances, rights of pre-emption and any other rights and interest of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

9 The Scheme will be governed by English law and be subject to the jurisdiction of the English courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FSA and the AIM Rules. In addition, it will be subject to the terms and conditions set out in the Scheme Document and the Form of Election.

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1 The value attributed to the existing issued ordinary share capital of GTL is based upon the 31,988,745 GTL Shares in issue on 28 October 2011 (being the latest practicable date prior to the date of this announcement).

2 The market prices of GTL Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List for the particular date concerned.

3 The volume weighted average price of 72.89 pence per GTL Share for the three month period up to and including 28 October 2011, is derived from FactSet and taken as the average daily closing price for the period.

4 For the purposes of the financial comparisons contained in this announcement, no account has been taken of any liability to taxation or the treatment of fractions under the Scheme.

5 Unless otherwise stated, the financial information concerning the GTL Group has been extracted or derived (without material adjustment) from GTL's audited consolidated statutory annual report and financial statements for the year ended 31 March 2011.

6 All information relating to Sinav has been provided by persons duly authorised by the Sinav Board.

7 All information relating to NAV LLP and the NAV Funds has been extracted from published sources and/or provided by persons duly authorised by NAV LLP and the NAV Funds.

8 All information relating to Siem Kapital and Siem Industries has been extracted from published sources and/or provided by persons duly authorised by Siem Kapital and Siem Industries.

9 The maximum cash consideration payable under the Proposals is based on the 31,988,745 GTL Shares in issue on 28 October 2011 (being the latest practicable date prior to the date of this announcement) and Options with exercise prices below GBP1 per share, and which are expected to become exercisable as a consequence of the Scheme, outstanding over no more than 2,000,000 GTL Shares, adjusted for the fact that 4,800,000 of the GTL Shares held by the NAV Funds are to be cancelled under the Scheme in consideration for the issue to those NAV Funds of 4,800,000 Sinav Share Units.

Appendix III

DETAILS OF IRREVOCABLE UNDERTAKING AND LETTER OF INTENT

   1             Irrevocable undertaking

The following holder or controller of GTL Shares has entered into an irrevocable undertaking with NAV LLP, for the benefit of Sinav, pursuant to which they have irrevocably undertaken to:

   (a)   vote (or procure the vote) in favour of the Scheme at the Court Meeting; and

(b) vote in favour of the resolutions required to implement the Scheme to be proposed at the General Meeting,

(or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) in respect of its own beneficial holdings of GTL Shares (or those holdings over which it has control):

 
 Name                     Number of GTL       Percentage          Percentage of 
                              Shares       of GTL's existing    GTL Shares entitled 
                                            issued ordinary       to vote at the 
                                             share capital        Court Meeting** 
-----------------------  --------------  -------------------  --------------------- 
 Henderson Global 
  Investors Limited 
  - Henderson UK Small 
  Cap Best Ideas Fund*      2,205,324            6.89%                 8.91% 
-----------------------  --------------  -------------------  ---------------------

* - fund managed by Henderson Global Investors Limited.

** - assuming that no GTL Shares are issued prior to the Court Meeting pursuant to the GTL Share Option Schemes.

   2            Further details of the irrevocable undertaking

The irrevocable undertaking set out in paragraph 1 above will cease to be binding on the earlier of the following events:

(i) if a Scheme Document is issued, the Scheme has not become Effective (as that expression is defined in the Scheme Document) within six months from 31 October 2011 (or such later date as Sinav and GTL may, with the consent of the Panel, agree); or

(ii) if an offer document is issued by Sinav in connection with a Takeover Offer within 28 days from 31 October 2011 (or by such later date as Sinav may with the consent of the Panel, agree) and the offer lapses or is withdrawn; or

(iii) if within 21 days after posting of an offer document by Sinav a third party announces a firm intention to make an offer (whether recommended or not) for GTL Resources on terms which represent a price of at least GBP1.15 per GTL Share.

   3     Letter of intent

The following holders or controllers of GTL Shares have entered into a letter of intent with NAV LLP, for the benefit of Sinav, pursuant to which they intend to:

   (a)   vote (or procure the vote) in favour of the Scheme at the Court Meeting; and

(b) vote in favour of the resolutions required to implement the Scheme to be proposed at the General Meeting,

(or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) in respect of their own beneficial holdings of GTL Shares (or those holdings over which they have control):

 
 Name                        Number of GTL       Percentage          Percentage of 
                                 Shares       of GTL's existing    GTL Shares entitled 
                                               issued ordinary       to vote at the 
                                                share capital       Court Meeting*** 
--------------------------  --------------  -------------------  --------------------- 
 Henderson Global 
  Investors Limited 
  - Strathclyde Pension 
  Fund* 
  - Henderson UK and           2,031,288            6.35%                 8.21% 
  Irish Smaller Companies 
  Fund*                        1,903,420            5.95%                 7.69% 
  Gartmore Investment 
  Limited 
  - The Alphagen Volantis 
  Fund Limited** 
                               3,050,633            9.54%                12.33% 
--------------------------  --------------  -------------------  --------------------- 
 TOTAL:                        6,985,341           21.84%                28.23% 
--------------------------  --------------  -------------------  ---------------------

* - fund managed by Henderson Global Investors Limited.

** - fund managed by Gartmore Investment Limited.

*** - assuming that no GTL Shares are issued prior to the Court Meeting pursuant to the GTL Share Option Schemes.

APPENDIX IV

SUMMARY OF THE ARTICLES OF SINAV

   1     Share capital 
   1.1   The share capital of Sinav is divided into two classes:

(i) ordinary shares of 10 pence each ("Sinav Ordinary Shares"); and

(ii) Zero-dividend redeemable preference shares of 90 pence each ("Sinav Preference Shares").

1.2 The rights attaching to the Sinav Ordinary Shares and the Sinav Preference Shares are set out in paragraphs 2 and 3 below.

1.3 Any unissued shares are, before issue, to be offered to existing shareholders pro rata to their existing holdings.

1.4 Sinav has power to issue redeemable shares and, subject to the Companies Act 2006, to purchase its own shares.

   2    Sinav Ordinary Shares

The Sinav Ordinary Shares have the following rights:

2.1 Voting

The Sinav Ordinary Shares entitle their holders to receive notice of, attend and vote at all general meetings of Sinav. On a poll each Sinav Ordinary Share has one vote attached to it.

2.2 Dividends and distributions

The Sinav Ordinary Shares confer the right to dividends declared and other distributions made by Sinav.

2.3 Return of capital

Subject to the rights of the Sinav Preference Shares, the Sinav Ordinary Shares entitle their holders to receive repayment of all sums paid up or credited as paid up on the Sinav Ordinary Shares held by them and to participate in any other distributions made by Sinav in the context of a winding-up.

2.4 Transfers

Transfers of Sinav Ordinary Shares are subject to the restrictions set out in paragraph 4 below.

2.5 Variation of rights

Paragraph 5 below applies.

   3    Sinav Preference Shares

The Sinav Preference Shares have the following rights and are subject to the following restrictions:

3.1 Voting

The Sinav Preference Shares entitle their holders to receive notice of, but not to attend or vote at any general meetings of Sinav, save in respect of separate general meetings of the holders of Sinav Preference Shares to consider any variation(s) of class rights.

3.2 Dividends and distributions

The Sinav Preference Shares do not carry the right to any dividend or to participate in any other distributions made by Sinav.

3.3 Return of capital

On a winding-up of Sinav, the Sinav Preference Shares entitle their holders, in priority to any payment in respect of the Sinav Ordinary Shares, to repayment of all sums paid up or credited as paid up on the Sinav Preference Shares but do not carry any right to participate in any further distribution(s) made by Sinav in the context of a winding-up.

3.4 Redemption

The Sinav Preference Shares shall, subject to Sinav being able lawfully to do so, be redeemed on 31 December 2017, or on such earlier date as Sinav may determine.

3.5 Transfers

Transfers of Sinav Preference Shares are subject to the restrictions set out in paragraph 4 below.

3.6 Variation of rights

Paragraph 5 below applies.

   4   Transfer of Sinav Shares

4.1 General restrictions on transfers

No transfers of Sinav Shares are permitted save for permitted transfers (see paragraph 4.2 below) and transfers pursuant to the drag along rights (see paragraph 4.3 below). Sinav Shares must be transferred in stapled units (see paragraph 4.4 below).

4.2 Permitted transfers

Sinav Shares may be transferred:

(a) between members of the same group of companies, investments funds, close family members and certain family trusts; and

(b) in the case of the NAV Funds and Siem Kapital, in accordance with the terms of any shareholders agreement which may be entered into between them.

4.3 Drag along rights

In the event of any offer being received for the entire issued share capital of Sinav and such offer being accepted by the holders of 50 per cent. or more of the issued Sinav Shares ("Accepting Shareholders") the Accepting Shareholders have the right by notice in writing to the remaining holders of Sinav Shares ("Dragged Along Shareholders") to require the Dragged Along Shareholders to accept the offer and transfer their shares to the offeror on the same terms as those applying to the Accepting Shareholders.

4.4 Stapled units

For so long as there are equal numbers of Sinav Ordinary Shares and Sinav Preference Shares in issue, Sinav Shares may only be transferred in "stapled units" of one Sinav Ordinary Share and one Sinav Preference Share.

4.5 General

Each certificate for a Sinav Share is to contain wording advising the holder of the above restrictions on transfer which will be set out in the Articles of Sinav.

   5    Variation of rights

No variation of the rights attaching to either class of Sinav Shares is to be effective without the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class or the sanction of a resolution passed at a separate general meeting of the holders of the shares of the relevant class.

At every such separate general meeting (except an adjourned meeting) the quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class.

The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.

   6    Alteration of share capital

Sinav may by ordinary resolution increase, consolidate and then divide, or (subject to the Companies Act 2006) sub-divide its shares. Sinav may, subject to the Companies Act 2006, by special resolution reduce its share capital, capital redemption reserve or share premium account.

   7    General meetings

Subject to the provisions of the Companies Act 2006, an annual general meeting shall be called by not less than 21 clear days' notice in writing. All other general meetings shall be called by not less than 14 clear days' notice in writing.

The notice must specify the place, day and time of the meeting and the general nature of the business to be transacted.

Notices shall be given to all members other than any who, under the provisions of the articles or the terms of issue of the shares they hold, are not entitled to receive such notice. Each holder of Sinav Ordinary Shares shall be entitled to receive notice of general meetings of Sinav.

Each director shall be entitled to attend and speak at any general meeting.

   8    Directors

8.1 Number of directors

The directors shall be not less than two.

8.2 Directors' shareholding qualification

A director shall not be required to hold any shares in Sinav.

8.3 Appointment of directors

Directors may be elected by Sinav by ordinary resolution or be appointed by the board.

The board may from time to time appoint one or more directors to hold any employment or executive office for such period and on such terms as they may determine and may also revoke or terminate any such appointment.

8.4 Age of directors

No person is disqualified from being a director of Sinav or is required to vacate that office, by reason only of the fact that he has attained the age of 70 years or any other age, nor is it necessary to give special notice of a resolution appointing or electing such a director.

8.5 Retirement of directors

The directors are not required to retire by rotation.

8.6 Vacation of office

The office of a director of Sinav shall be vacated if:

   (a)    he resigns;

(b) he is or has been suffering from mental ill health or he becomes a patient for the purposes of any statutes relating to mental health and the board resolves that his office be vacated;

(c) he and any alternate appointed by him is absent without the permission of the board from four consecutive meetings of the board;

   (d)    he is unable to pay his debts or compounds with his creditors generally; 
   (e)    he is prohibited or disqualified by law from being a director; 
   (f)     he is suffering from a mental disorder; or 
   (g)    he is removed from office pursuant to section 168 of the Companies Act 2006.

If the office of a director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the board.

   9    Alternate director

Any director may appoint any person to be his alternate and may at his discretion remove such an alternate director. If the alternate director is not already a director, the appointment, unless previously approved by the board, shall have effect only upon and subject to being so approved.

   10   Proceedings of the board

Subject to the provisions of the articles, the board may regulate its proceedings as it thinks fit. The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.

The board may appoint a director to be the chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the board shall be determined by a majority of votes. In the case of an equality of votes, except with the approval of a majority of the board, the chairman of a meeting of the board shall have a second or casting vote.

All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.

The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of at least two directors. The meetings and proceedings of any committee shall be governed by the provisions contained in the articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.

   11    Remuneration of directors

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board. Any director who is appointed to any executive office shall be entitled to receive such remuneration as the board may think fit. Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board, or committees of the board of Sinav or any other meeting which as a director he is entitled to attend, and shall be paid all expenses properly and reasonably incurred by him in the conduct of Sinav's business or in the discharge of his duties as a director.

   12    Permitted interests of directors

Subject to the provisions of the Companies Act 2006, and provided he has declared the nature and extent of any material interest, a director of Sinav is not disqualified by his office from being a party to or interested in any transaction or arrangement with Sinav in any manner and any director who is so interested is not liable to account to Sinav or the members for any benefit which he derives from any such transaction or arrangement.

A director who has declared his interest may vote on and be counted in the quorum in relation to any resolution of the board concerning the transaction or arrangement in which he is interested.

   13    Indemnity of directors

Every director is entitled to be indemnified by Sinav against any liability incurred by him as a director of Sinav, including any liability incurred in defending any proceedings in which judgment is given in his favour, he is acquitted or in connection with any application in which relief is granted to him by a court. Sinav may purchase and maintain for any director, or officer of Sinav, insurance against such liability.

APPENDIX V

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "AIM"                        the market known as AIM operated by the London 
                               Stock Exchange; 
 "AIM Rules"                  the AIM Rules for Companies as published by 
                               the London Stock Exchange (as amended from 
                               time to time); 
 "Articles"                   articles of association; 
 "Australia"                  the Commonwealth of Australia, its states, 
                               territories and possessions; 
 "Authorisation"              authorisation, grant, order, recognition, confirmation, 
                               lease, arrangement, consent, licence, clearance, 
                               certificate, permission or approval; 
 "Board"                      the board of directors of GTL or the board 
                               of directors of Sinav (as the case may be) 
                               and the terms "GTL Board" and "Sinav Board" 
                               shall be construed accordingly; 
 "Business Day"               a day (other than a Saturday, Sunday or UK 
                               public holiday) on which clearing banks in 
                               the City of London are open for the transaction 
                               of general commercial business; 
 "Canada"                     Canada, its possessions and territories and 
                               all areas subject to its jurisdiction and any 
                               political sub-division thereof; 
 "Cash Consideration"         the cash consideration due to Scheme Shareholders 
                               under the basic terms of the Offer; 
 "Cenkos"                     Cenkos Securities Plc, the financial adviser 
                               to GTL; 
 "certificated"               the description of a share or other security 
                               which is not in uncertificated form (that is, 
                               not in CREST); 
 "Closing Price"              the middle market quotation of a GTL Share 
                               at the close of business on the day to which 
                               such price relates, as derived from the AIM 
                               appendix to the Daily Official List or from 
                               FactSet in the case of the volume weighted 
                               average Closing Price for the 3 month period 
                               ended on 28 October 2011; 
 "Code"                       The City Code on Takeovers and Mergers issued 
                               by the Panel; 
 "Companies Act 2006\"         the Companies Act 2006 (as amended from time 
                               to time); 
 "Conditions"                 the conditions to implementing the Proposals 
                               (including the Scheme) as set out in Appendix 
                               I of this announcement and to be set out in 
                               the Scheme Document and Form of Election; 
 "Court"                      the High Court of Justice, Chancery Division 
                               (Companies Court), in England and Wales; 
 "Court Hearing Date"         the date of the Court Hearing to sanction the 
                               Scheme under section 899 of the Companies Act 
                               2006 and to confirm the cancellation and extinguishing 
                               of the Scheme Shares provided for by the Scheme 
                               under section 648 of the Companies Act 2006; 
 "Court Hearings"             each of the Scheme Court Hearing and the Reduction 
                               Court Hearing; 
 "Court Meeting"              the meeting of the Scheme Shareholders to be 
                               convened by order of the Court under section 
                               897 of the Companies Act 2006 for the purposes 
                               of considering and, if thought fit, approving 
                               the Scheme (with or without amendment), and 
                               any adjournment thereof; 
 "Court Orders"               the Scheme Court Order and the Reduction Court 
                               Order, as the case may be; 
 "CREST"                      the computerised settlement system (as defined 
                               in the CREST Regulations) operated by Euroclear 
                               UK & Ireland Limited which facilitates the 
                               transfer of title to shares in uncertificated 
                               form; 
 "CREST Regulations"          the Uncertificated Securities Regulations 2001 
                               (SI2001 No. 3755), including (i) any enactment 
                               or subordinate legislation which amends or 
                               supersedes those regulations and (ii) any applicable 
                               rules made under those regulations or any such 
                               enactment or subordinate legislation for the 
                               time being in force; 
 "Daily Official List"        the Daily Official List published by the London 
                               Stock Exchange; 
 "Dealing Disclosure"         as defined in the Code; 
 "Effective"                  the Scheme having become effective pursuant 
                               to and in accordance with its terms; 
 "Effective Date"             the date on which the Scheme becomes Effective; 
 "Fairly Disclosed"           as publicly announced by or on behalf of GTL 
                               through (i) a Regulatory Information Service 
                               on or before the date of this announcement 
                               or (ii) the publication of such information 
                               on the main website maintained by GTL before 
                               the date of this announcement, or as fairly 
                               disclosed by any member of the GTL Group or 
                               any of its professional advisers, including 
                               but not limited to any of its legal advisers 
                               and any of its financial advisers, to a member 
                               of the Sinav Group or any of its professional 
                               advisers, including but not limited to any 
                               of its legal advisers and any of its financial 
                               advisers, before the date of this announcement 
                               (including, but not limited to, all matters 
                               contained in the written replies, correspondence, 
                               documentation and information provided or sent 
                               to any member of the Sinav Group or any of 
                               its professional advisers during the due diligence 
                               process and whether or not in response to any 
                               request for information made by any member 
                               of the Sinav Group or any of its professional 
                               advisers); 
 "Financial Services          the Financial Services Authority in its capacity 
  Authority" or "FSA"          as the competent authority for the purposes 
                               of Part VI of the FSMA; 
 "Form of Election"           the form of election to be sent to Scheme Shareholders 
                               by or on behalf of the Company pursuant to 
                               which a certificated Scheme Shareholder may 
                               make an election for the Unlisted Securities 
                               Alternative in respect of some or all of his 
                               Scheme Shares; 
 "Forms of Proxy"             the form of proxy for use at the Court Meeting 
                               and the form of proxy for use at the General 
                               Meeting and "Form of Proxy" means either of 
                               them; 
 "FSMA"                       the Financial Services and Markets Act 2000 
                               (as amended from time to time); 
 "General Meeting"            the general meeting of GTL Shareholders to 
                               be convened in connection with the Proposals, 
                               and any adjournment thereof; 
 "GTL" or "Company"           GTL Resources PLC, a company incorporated in 
                               England and Wales with registered number 02811366 
                               whose registered office is at 107 Cheapside, 
                               London EC2V 6DN; 
 "GTL Directors"              Julia Henderson, Richard Ruebe, Graham Wickham 
                               and Martha Schlicher; 
 "GTL Group"                  GTL and its subsidiary undertakings; 
 "GTL Share Option            the GTL Resources PLC 2005 Approved Executive 
  Schemes"                     Share Option Scheme, the GTL Resources PLC 
                               2005 Unapproved Executive Share Option Scheme 
                               and the GTL Resources PLC 2006 Unapproved Executive 
                               Share Option Scheme, in each case operated 
                               by GTL; 
 "GTL Shareholders"           holders of GTL Shares; 
 "GTL Shares"                 ordinary shares of 1 penny each in the capital 
                               of the Company; 
 "HM Revenue and Customs"     Her Majesty's Revenue & Customs; 
 "IRE"                        Illinois River Energy LLC, an 87.13 per cent. 
                               subsidiary of GTL; 
 "Japan"                      Japan, its cities, prefectures, territories 
                               and possessions and all areas subject to its 
                               jurisdiction and any political sub-division 
                               thereof; 
 "London Stock Exchange"      London Stock Exchange plc, a public company 
                               incorporated in England and Wales under number 
                               2075721; 
 "Meetings"                   the Court Meeting and the General Meeting; 
 "NAV Funds"                  funds managed by NAV LLP on a discretionary 
                               basis; 
 "NAV LLP"                    North Atlantic Value LLP, a UK limited liability 
                               partnership incorporated under the Limited 
                               Liability Partnerships Act 2000 with registered 
                               number OC304213, being the discretionary manager 
                               of the NAV Funds; 
 "Offer"                      the recommended cash offer of GBP1 in cash 
                               to be made by Sinav to acquire the entire issued 
                               and to be issued ordinary share capital of 
                               GTL on the terms and conditions to be set out 
                               in the Scheme Document and the Form of Election 
                               including, where the context so requires, any 
                               subsequent revision, variation, extension or 
                               renewal of such offer; 
 "Offer Period"               the offer period (as defined by the Code) relating 
                               to GTL, which commenced on 31 October 2011, 
                               being the date of this announcement, and ending 
                               on the Effective Date; 
 "Offer Price"                GBP1 per GTL Share; 
 "Opening Position            as defined in the Code; 
  Disclosure" 
 "Options"                    subsisting options or awards to acquire or 
                               subscribe for GTL Shares granted in accordance 
                               with the terms of any of the GTL Share Option 
                               Schemes; 
 "Overseas Shareholders"      GTL Shareholders (or nominees of, or custodians 
                               or trustees for, GTL Shareholders) not resident 
                               in, or nationals or citizens of, the United 
                               Kingdom; 
 "Panel"                      the Panel on Takeovers and Mergers; 
 "pence", "penny" or          UK pence sterling, the lawful currency of the 
  "p"                          United Kingdom; 
 "pounds" or "GBP"            UK pounds sterling, the lawful currency of 
                               the United Kingdom; 
 "Proposals"                  the Scheme and the other matters to be considered 
                               at the Meetings, but for the avoidance of doubt 
                               the unanimous recommendation by the GTL Directors 
                               to the GTL Shareholders to vote in favour of 
                               the Proposals does not include a recommendation 
                               in respect of the Unlisted Securities Alternative; 
 "Reduction of Capital"       the Court approved reduction of the share capital 
                               of GTL under sections 645 to 649 of the Companies 
                               Act 2006, involving the cancellation and extinguishing 
                               of the Scheme Shares, to be effected as part 
                               of the Scheme; 
 "Reduction Court Hearing"    the hearing by the Court to approve the Reduction 
                               of Capital; 
 "Reduction Court Order"      the order of the Court confirming the Reduction 
                               of Capital under section 648 of the Companies 
                               Act 2006 provided for by the Scheme; 
 "Registrar of Companies"     the Registrar of Companies in England and Wales; 
 "Regulation S"               Regulation S under the US Securities Act; 
 "Regulatory Information      any information service authorised from time 
  Service"                     to time by the Financial Services Authority 
                               for the purpose of disseminating regulatory 
                               announcements; 
 "Relevant Authority"         any central bank, government or governmental, 
                               supranational, statutory, regulatory, environmental, 
                               administrative, fiscal or investigative body, 
                               court, trade agency, association, institution, 
                               environmental body, employee representative 
                               body or any other body or person whatsoever 
                               in any jurisdiction; 
 "Reorganisation Record       6.00 p.m. on the last Business Day immediately 
  Time"                        prior to the date of the Reduction Court Hearing; 
 "Restricted Jurisdiction"    each of the United States, Australia, Canada, 
                               Japan and any other jurisdiction where local 
                               laws or regulations may result in a significant 
                               risk of civil, regulatory or criminal exposure 
                               if information concerning the Proposals is 
                               sent or made available to GTL Shareholders 
                               in that jurisdiction; 
 "RFS2"                       the revised Renewable Fuels Standard implemented 
                               by the U.S. Environmental Protection Agency 
                               in 2010 under the Clean Air Act, which aims 
                               to boost biofuel production in the United States; 
 "Rule"                       a rule of the Code; 
 "Scheme"                     the proposed scheme of arrangement under section 
                               895 of the Companies Act 2006 between GTL and 
                               each Scheme Shareholder (the full terms of 
                               which will be set out in the Scheme Document), 
                               with or subject to any modification, addition 
                               thereto or condition approved or imposed by 
                               the Court and agreed to by GTL and Sinav; 
 "Scheme Court Hearing"       the hearing by the Court of the petition to 
                               sanction the Scheme; 
 "Scheme Court Order"         the order of the Court sanctioning the Scheme 
                               under section 897 of the Companies Act 2006; 
 "Scheme Document"            the formal document setting out the full terms 
                               and conditions of the Offer to be posted to 
                               GTL Shareholders and others containing, inter 
                               alia, details of the Scheme and the notices 
                               of the Meetings; 
 "Scheme Record Time"         means the scheme record time to be specified 
                               in the Scheme Document; 
 "Scheme Shareholders"        the holders of Scheme Shares; 
 "Scheme Shares"              all GTL Shares which are: 
                              (a) in issue at the date of the Scheme Document; 
                              (b) (if any) issued after the date of the Scheme 
                               Document but before the Voting Record Time; 
                               and 
                              (c) (if any) issued on or after the Voting 
                               Record Time but prior to the Scheme Record 
                               Time, on terms that the holder shall be bound 
                               by the Scheme, or in respect of which the original 
                               or any subsequent holder agrees in writing 
                               to be bound by the Scheme; 
                               in each case excluding the GTL Shares held 
                               by the NAV Funds and any shares legally or 
                               beneficially owned by any member of the Sinav 
                               Group; 
 "SDRT"                       UK stamp duty reserve tax; 
 "Siem Industries"            Siem Industries Inc., a company incorporated 
                               as an exempted company under the laws of the 
                               Cayman Islands under registration number CR-1248 
                               with limited liability having its registered 
                               office at P.O, Box 309, Ugland House, South 
                               Church Street, George Town, Grand Cayman KY1-1104, 
                               Cayman Islands; 
 "Siem Kapital"               Siem Kapital AS, a company incorporated in 
                               Norway under registration number 966682426 
                               with limited liability having its registered 
                               office at Jerpefaret 12, 0788 Oslo, Norway; 
 "Sinav"                      Sinav Limited, a company incorporated in England 
                               and Wales under registration number 07816528 
                               with limited liability having its registered 
                               office at Ground Floor, Ryder Court, 14 Ryder 
                               Street, London SW1Y 6QB; 
 "Sinav Group"                Sinav and its direct and indirect holding companies 
                               (including for the avoidance of doubt, the 
                               NAV Funds and Siem Kapital); 
 "Sinav Ordinary Shares"      Ordinary shares of 10 pence each in the capital 
                               of Sinav; 
 "Sinav Preference            Zero-dividend redeemable preference shares 
  Shares"                      of 90 pence each in the capital of Sinav having 
                               the rights set out in the Articles of Sinav; 
 "Sinav Shares"               Sinav Ordinary Shares and/or Sinav Preference 
                               Shares; 
 "Sinav Share Unit"           a unit comprising 1 Sinav Ordinary Share and 
                               1 Sinav Preference Share; 
 "Special Resolutions"        the special resolutions proposed to be passed 
                               at the General Meeting in connection with, 
                               inter alia, implementation of the Scheme, approval 
                               of the Reduction of Capital and certain amendments 
                               to be made to the articles of association of 
                               GTL; 
 "Statement of Capital"       the statement of capital (approved by the Court) 
                               showing with respect to GTL's share capital, 
                               as altered by the Reduction Court Order, the 
                               information required by section 649 of the 
                               Companies Act 2006; 
 "Strand Hanson"              Strand Hanson Limited, the financial adviser 
                               to Sinav and NAV LLP; 
 "Subscription/Cancellation   the agreement dated 28 October 2011 and made 
  Agreement"                   between NAV LLP on behalf of the NAV Funds, 
                               Siem Kapital and Sinav; 
 "Takeover Offer"             an offer by Sinav to acquire the entire issued 
                               and to be issued ordinary share capital of 
                               GTL by way of a takeover offer under the Code; 
 "uncertificated" or          recorded on the relevant register of the share 
  "in uncertificated           or security concerned as being held in uncertificated 
  form"                        form in CREST and title to which, by virtue 
                               of the CREST Regulations, may be transferred 
                               by means of CREST; 
 "United Kingdom" or          the United Kingdom of Great Britain and Northern 
  "UK"                         Ireland; 
 "United States", "USA"       the United States of America as defined under 
  or "US"                      Regulation S; 
 "Unlisted Securities         the facility provided for in the Scheme whereby 
  Alternative"                 a Scheme Shareholder may elect, in respect 
                               of all or some of their Scheme Shares, to receive 
                               Sinav Share Units in lieu of the Cash Consideration 
                               to which he or she is entitled under the terms 
                               of the Offer; 
 "US$"                        US dollars, the currency of the United States; 
 "US Exchange Act"            the US Securities Exchange Act of 1934 (as 
                               amended from time to time) and the rules and 
                               regulations thereunder; 
 "US Holder"                  a holder of the applicable security including 
                               a US Person who is resident in the United States, 
                               where securities held of record by persons 
                               resident in the United States shall be determined 
                               as provided in the US Exchange Act, except 
                               that securities held of record by a broker, 
                               dealer, bank or nominee for any of them for 
                               the accounts of customers resident in the United 
                               States shall be counted as held in the United 
                               States by the number of separate accounts for 
                               which the securities are held; 
 "US Person"                  a US Person as defined under Regulation S including, 
                               but not limited to, any natural person in the 
                               United States; 
 "US Securities Act"          the United States Securities Act of 1933 (as 
                               amended from time to time), and the rules and 
                               regulations promulgated thereunder; 
 "Voting Record Time"         the date and time specified in the Scheme Document 
                               by reference to which entitlement to vote at 
                               the Court Meeting will be determined, expected 
                               to be 6.00 p.m. on the day which is two days 
                               before the date of the Court Meeting or, if 
                               the Court Meeting is adjourned, 6.00 p.m. on 
                               the second day before the date of such adjourned 
                               meeting; 
 "Wider GTL Group"            the GTL Group and associated undertakings of 
                               GTL and any other body corporate, partnership, 
                               joint venture or person in which members of 
                               the GTL Group (aggregating their interests) 
                               have an interest of more than 20 per cent. 
                               of the voting or equity capital or the equivalent; 
                               and 
 "Wider Sinav Group"          the Sinav Group and associated undertakings 
                               of Sinav and any other body corporate, partnership, 
                               joint venture or person in which members of 
                               the Sinav Group (aggregating their interests) 
                               have an interest of more than 20 per cent. 
                               of the voting or equity capital or the equivalent.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.

All times referred to in this announcement are London times unless otherwise stated.

In this announcement, references to the singular include the plural and vice versa, unless the context otherwise requires and words importing the masculine gender shall include the feminine or neutral gender.

All references to legislation in this announcement are to English legislation unless the contrary is stated. Any references to any provision of any legislation shall include any amendment, re-enactment or extension thereof.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

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