ADV.L Regulatory News (ADV)

2 Nov 2009 07:00



Clean Energy Brazil PLC 

("CEB" or the "Company") 

The Board of Clean Energy Brazil PLC ("CEB") notes the announcement made on the afternoon of Friday 30 October 2009 by Global Investors Acquisition LLC ("GIA") that the offer document detailing its cash offer for the entire issued and to be issued share capital of CEB at a price of 12.68 pence per share (the "Offer") was posted to shareholders of CEB on Friday 30 October 2009. 

The Board will respond in detail when the Board issues its formal response setting out its view on the Offer on or before 13 November 2009. 

In the meantime, CEB shareholders are recommended to take no action in relation to the Offer.

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For further information please contact: 

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Clean Energy Brazil PLC all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (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until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Clean Energy Brazil PLC, 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 Code, all 'dealings' in 'relevant securities' of Clean Energy Brazil PLC by GIA or by any of Clean Energy Brazil's or GIA's respective 'associates', must be disclosed by no later than 12.00 noon (London time) 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, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 

'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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. 

The directors of Clean Energy Brazil PLC accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having 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. 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited or for providing advice in relation to the Offer or for the contents of this announcement.