Response to Increased Offer
EcoSecurities Group plc
23 September 2009
EcoSecurities Group plc ("EcoSecurities")
EcoSecurities response to increased cash offer from Carbon
Acquisition Company
The Board of EcoSecurities notes the announcement today by Carbon
Acquisition Company Ltd ("Carbon Acquisition Company") of its
increased cash offer for EcoSecurities of 105 pence per EcoSecurities
share (the "Revised Offer").
The Board of EcoSecurities recommends that shareholders accept the
Revised Offer for the same reasons set out in the announcement of 14
September 2009 and in the offer document sent to EcoSecurities
shareholders by Carbon Acquisition Company on 15 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is otherwise withdrawn or on which the "offer period" otherwise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
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, 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'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 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.
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