Response to Guanabara
EcoSecurities Group plc
18 September 2009
EcoSecurities Group plc ("EcoSecurities")
EcoSecurities response to extension of offer from Guanabara
The Board of EcoSecurities notes the announcement today by Guanabara Holdings B.V. ("Guanabara") regarding the extension of its offer for EcoSecurities.
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the date on which the Revised Offer becomes, or is declared, unconditional as to acceptances or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 EcoSecurities' response circular to the offer of 77 pence per ordinary share made by Guanabara dated 4 August 2009 (the "Original Offer"), and a copy of all announcements made by EcoSecurities since 5 June 2009 in relation to the Original Offer and the increased offer of 90 pence made by Guanabara on 4 September 2009 (the "Revised 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 Revised Offer remains open for acceptance.
A copy of the documents listed as available for inspection in Carbon Acquisition Company Limited'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 Limited (the "Recommended Offer") and a copy of all announcements made by EcoSecurities in relation to the Recommended 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 Recommended Offer remains open for acceptance.
END
This information is provided by RNS
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