RNS Number : 4098X
Econergy International Plc
24 June 2008
FOR IMMEDIATE RELEASE ON TUESDAY 24 JUNE
Econergy International PLC
On 13th June 2008, Suez Energy South America Participações Ltda. ("SESA") announced an all cash offer to acquire the entire issued and to be issued share capital of Econergy International PLC ("Econergy") at a price of 45 pence per Econergy Share (the "SESA Offer"). SESA is also making available to Econergy loan facilities of over US$50 million subject to, among other things, SESA receiving undertakings to accept the offer in respect of more than 50 per cent. of the issued share capital of Econergy pursuant to a conditional loan facility with certain members of the Econergy Group (the "Loan Agreement").
On 16th June 2008, Trading Emissions PLC ("TEP") announced that it had noted the aforementioned announcement by SESA and stated that it would not be increasing its offer (being implemented by means of a Scheme of Arrangement under section 152 of the Isle of Man Companies Act 1931 (the "TEP Scheme")) for the entire issued and to be issued share capital of Econergy.
On 20th June 2008, SESA announced that it had received irrevocable undertakings to accept the offer in respect of, in aggregate, 44,357,656 Econergy shares, representing 50.99 per cent. of Econergy's issued share capital.
Econergy has today been granted an order by the Isle of Man court adjourning sine die the TEP Scheme. In addition, the conditions precedent to the availability of the first tranche of the Loan Agreement as described in the SESA announcement of 13th June, have today also been satisfied or waived.
The entry into of loan arrangements like the Loan Agreement can be construed as constituting frustrating action under Rule 21.1 of the City Code on Takeovers and Mergers and, if so, require the approval of shareholders in general meeting. In view of this, it was agreed with the Panel on Takeovers and Mergers that, given Econergy's need to secure the requisite funding within a short period of time, the obtaining of prior written approval (both in respect of the entry into of the loan and the use to which the loan monies are to be put) from Econergy shareholders holding more than 50 per cent. of the Econergy shares capable of being voted in general meeting would obviate the need to seek such approval in general meeting. Such written approval was, therefore, secured by SESA prior to the entry into of the Loan Agreement.
In light of the above developments, the Independent Econergy Directors, are now unanimously recommending that Econergy shareholders accept the SESA Offer.
Piper Jaffray Ltd. Tel: +44 (0) 20 3142 8700
Michael Covington / Amer Khan
Pelham Public Relations Tel: +44 (0) 20 7743 6675
Chelsea Hayes / Archie Berens
Piper Jaffray Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Econergy and no-one else in connection with the SESA Offer and the TEP Scheme and will not be responsible to anyone other than Econergy for providing the protections afforded to clients of Piper Jaffray Limited nor for providing advice in relation to the SESA Offer and the TEP Scheme, or any other matter or arrangement referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person, whether or not an associate, is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Trading Emissions or Econergy, or as a result of any transaction will be interested in 1 per cent. or more, all "dealings" in any "relevant securities" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") of that company by such person (or any person through whom that interest is derived) must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the TEP Scheme and/or the SESA Offer becomes effective or lapses or is otherwise withdrawn. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Trading Emissions or Econergy, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Econergy or of Trading Emissions by Econergy or by Trading Emissions, or by any of their respective "associates", or of Econergy by Econergy or SESA, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. For the purposes of this announcement, the "Independent Econergy Directors" means Thomas Stoner, Lee Atkins, Frederick Renner, Jack Pester, Peter Vanderpump and Gerald Jones.
This information is provided by RNS
The company news service from the London Stock Exchange