Directorate change
EcoSecurities Group plc
2 November 2009
EcoSecurities Group plc ("EcoSecurities" or "Company")
Directorate Change
Dublin, Ireland - EcoSecurities, announces that Paul Ezekiel and
Robert Flicker resigned their positions as Non-Executive Directors of
the Company on Friday 30 October 2009 following the wholly
unconditional recommended cash offer for the entire issued and to be
issued share capital of EcoSecurities by Carbon Acquisition Company
Ltd, a wholly owned, indirect subsidiary of JPMorgan Chase & Co.
Mark Nicholls, Chairman, commented: "Paul and Robert have each played
an important role in the development of EcoSecurities since their
appointment as Non-Executive Directors and I would like to thank them
both for their contribution to the growth of the business over this
time.
Contacts:
EcoSecurities +353 (0)1 613 9814
James Thompson/Rachel Mountain
RBS Hoare Govett +44 (0) 20 767 88000
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Kevin Smith
Further information
The directors of EcoSecurities accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of EcoSecurities (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
RBS Hoare Govett Limited which is authorised and regulated in the
United Kingdom by the Financial Services Authority is acting
exclusively for EcoSecurities and for no-one else in connection with
the Increased Offer (defined below) and will not be responsible to
anyone other than EcoSecurities for providing the protections
afforded to clients of RBS Hoare Govett Limited or for providing
advice in relation to this matter or any other matters referred to in
this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, one
per cent or more of any class of "relevant securities" of
EcoSecurities, all "dealings" in any "relevant securities" of
EcoSecurities (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by not later than 3.30pm (Dublin time) on the
business day following the date of the relevant transaction. This
requirement will continue until the date on which the Increased Offer
(as defined below) becomes, or is declared, unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the
"offer period" otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of
EcoSecurities, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all
"dealings" in "relevant securities" of EcoSecurities by Carbon
Acquisition Company Limited or EcoSecurities, or by any of their
respective "associates" must also be disclosed by no later than 12
noon (Dublin 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 can be found on
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"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 Irish Takeover Rules,
which can also be found on the Irish Takeover Panel's website. If you
are in any doubt as to whether or not you are required to disclose a
dealing under Rule 8, please consult the Irish Takeover Panel's
website at www.irishtakeoverpanel.ie or contact the Irish Takeover
Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1
678 9289.
A copy of the documents listed as available for inspection in Carbon
Acquisition Company Limited's recommended cash offer document dated
25 September 2009 setting out the terms of the increased offer of 105
pence per ordinary share made by Carbon Acquisition Company Limited
(the "Increased Offer") and a copy of all announcements made by
EcoSecurities in relation to the original offer of 100 pence per
ordinary share made by Carbon Acquisition Company Limited on 15
September 2009 and the Increased Offer, will be available for
inspection at the offices of Matheson Ormsby Prentice, 70 Sir John
Rogerson's Quay, Dublin 2 during normal business hours on any weekday
(Saturday, Sunday and public holidays excepted) whilst the Increased
Offer remains open for acceptance.
END
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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