Response to increased and final cash offer
EcoSecurities Group plc
1 September 2009
EcoSecurities Group plc ("EcoSecurities")
EcoSecurities Response to increased and final cash offer
The Board of EcoSecurities notes the announcement today by Guanabara
Holdings B.V. ("Guanabara") of a final cash offer for EcoSecurities
of 90 pence per EcoSecurities Share (the "Revised Offer").
The Board of EcoSecurities is considering the terms of the Revised
Offer and awaits the publication of the revised offer document by
Guanabara. The Board will make a further announcement in due course.
In the meantime, the Board of EcoSecurities continues to recommend
that EcoSecurities' Shareholders take no action in response to the
Revised Offer and, in particular, that EcoSecurities' Shareholders do
not complete the form of acceptance sent to them by Guanabara.
- Ends -
ENQUIRIES:
EcoSecurities +353 1 6139814
James Thompson
Rachel Mountain
RBS Hoare Govett +44 (0) 20 7678 8000
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Kevin Smith
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 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 Takeover Rules, if any person
(other than a "recognised intermediary") is or becomes "interested"
(directly or indirectly) in 1 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 class
of "relevant securities") must be publicly disclosed in accordance
with Rule 2.9 of the Takeover Rules, including the details set out in
Rule 8.6 of the Takeover Rules, by no later than 3.30pm (London time)
on the London 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
an "interest" in "relevant securities" of EcoSecurities, 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 Takeover Rules, all
"dealings" in "relevant securities" of EcoSecurities by the offeror
or EcoSecurities, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London) on the London 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. The
Irish Takeover Panel also provides an appropriate form for any
disclosures under Takeover Rules 8.1 or 8.3.
'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 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 make a disclosure
under Rule 8, you should consult the Irish Takeover Panel.
In addition to copies of the documents listed as available for
inspection in EcoSecurities' response circular to the offer of 77
pence per ordinary share made by Guanabara Holdings B.V. (the
"Offer") dated 4 August 2009, 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 Revised Offer remains open for acceptance.
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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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