ADV.L Regulatory News (ADV)

5 Oct 2009 07:00



5 October 2009

Clean Energy Brazil PLC

("CEB" or the "Company")

Clean Energy Brazil statement in response to proposed offer

The board of CEB notes the announcement on 2 October 2009 relating to an unsolicited proposed mandatory cash only offer by Global Investors Acquisition LLC for the entire issued ordinary share capital of CEB not already owned by GIA and concert parties, at GBP£0.1268 per CEB ordinary share (the "GIA Offer").

The board intends to consider the offer and will make a recommendation to shareholders in due course. The Board recommends that, in the meantime, shareholders should refrain from making a decision in respect of the GIA Offer.

A further announcement will be made when appropriate.

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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until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 any offeror or by any of their 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.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Clean Energy Brazil PLC announces that, as at the 5 October 2009, it has 147,563,929 ordinary shares of 1p each in issue. The International Securities Identification Number for Clean Energy Brazil PLC's ordinary shares is IM00B1FPZP63. In addition there are 25,000,000 warrants in issue. The International Securities Identification Number for Clean Energy Brazil PLC's warrants is IM00B1HC5990.

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 any offer and will not be responsible to anyone other than Company for providing the protections afforded to clients of Numis Securities Limited or for providing advice in relation to any offer or for the contents of this announcement.