Response to Guanabara announcement
EcoSecurities Group plc
13 October 2009
EcoSecurities Group plc ("EcoSecurities")
EcoSecurities response to lapse of offer by Guanabara Holdings B.V.
The Board of EcoSecurities notes the announcement of 12 October 2009
by Guanabara Holdings B.V. that its increased cash offer of 90 pence
per EcoSecurities share has lapsed with immediate effect.
The Board of EcoSecurities continues to recommend that EcoSecurities
shareholders accept the increased offer by Carbon Acquisition Company
Ltd ("Carbon Acquisition Company") for EcoSecurities of 105 pence per
EcoSecurities share (the "Revised Offer") for the same reasons set
out in the offer document sent to EcoSecurities shareholders by
Carbon Acquisition Company on 25 September 2009.
ENQUIRIES:
RBS Hoare Govett +44 (0) 20 7678
8000
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 for which they accept
responsibility 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 Revised Offer 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 the
Revised Offer 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 Revised Offer
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 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's recommended cash offer document dated 15
September 2009 setting out the terms of the offer of 100 pence per
ordinary share made by Carbon Acquisition Company (the "Recommended
Offer") and a copy of all documents despatched and announcements made
by EcoSecurities in relation to the Recommended Offer and the Revised
Offer, including this announcement, 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 Recommended Offer
remains open for acceptance.
nally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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