Response to Guanabara Statement
EcoSecurities Group
plc
12 August 2009
EcoSecurities Group plc ("EcoSecurities")
Response to Guanabara Statement
The Board of EcoSecurities notes the announcement today by Guanabara
Holdings B.V. ("Guanabara") regarding EcoSecurities' interim results
for the six months ended 30 June 2009 and EcoSecurities' circular
sent to shareholders of EcoSecurities on 4 August 2009 rejecting the
offer by Guanabara (the "Circular").
As set out in the Circular, the Board considers that the offer by
Guanabara is opportunistic and wholly inadequate and the Board
recommends that EcoSecurities shareholders reject the offer by
Guanabara.
ENQUIRIES:
RBS Hoare Govett +44 (0) 20 7678 8000
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Ged Brumby
The Directors of the Company accept responsibility for the
information contained in this announcement. To the best knowledge and
belief of the directors of the Company (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 no one else in connection with this
matter and will not be responsible to anyone other than EcoSecurities
for providing the protections afforded to clients of RBS Hoare Govett
Limited nor for providing advice in relation to this matter, the
content of this announcement or any matter referred to herein.
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act
1997, Takeover Rules, 2007 (the "Rules"), if any person (other than a
"recognised market-maker") owns or controls 1% or more of any class
of "relevant securities" of the Company (excluding for this purpose
options or derivatives), all dealings in any "relevant securities" of
the Company (including by means of an option in respect of, or a
derivative referenced to, any such class of "relevant securities")
must be publicly disclosed by written notice to the AIM market of the
London Stock Exchange and the Irish Takeover Panel, including the
details set out in Rule 8.6 of the Rules, by no later than 12.00 noon
(London / Dublin time) on the London / Dublin business day following
the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons
"act in concert", to acquire or control "relevant securities" of the
Company, 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 Rules, all dealings in
"relevant securities" of the Company by the offeror or the Company,
or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London / Dublin time) on the London / Dublin
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 Irish Takeover
Panel's website at www.irishtakeoverpanel.ie. The Irish Takeover
Panel also provides an appropriate form for any disclosures under
Rules 8.1 or 8.3.
In addition to copies of the documents listed as available for
inspection in the Circular, a copy of 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 offer by Guanabara remains open for acceptance.
Terms in quotation marks are defined in the 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 make a disclosure under Rule
8, you should consult the Irish Takeover Panel.
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