30 Oct 2009 13:19
For Immediate Release
Not for release, publication or distribution in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.
30 October 2009
GLOBAL INVESTORS ACQUISITION LLC
MANDATORY CASH OFFER
for
CLEAN ENERGY BRAZIL PLC
Posting of Offer Document
On 2 October 2009, Global Investors Acquisition LLC ("GIA") announced the terms of a mandatory cash offer to be made by GIA to acquire the entire issued and to be issued ordinary share capital of Clean Energy Brazil Plc ("CEB") which is not already owned by GIA or any of its associates. The Offer Price is £0.1268 in cash for each CEB Share.
The Offer Document and Form of Acceptance, which set out the full details and terms of the Offer, are today being posted to the shareholders of CEB.
The first closing of the Offer is at 1.00 p.m. (London time) on 20 November 2009.
To accept the Offer for CEB Shares held in certificated form, CEB Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.
To accept the Offer for CEB Shares held in uncertificated form (that is, in CREST), CEB Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.
Copies of the Offer Document, the Form of Acceptance and other documents on display for the purposes of the Offer are available for inspection during normal business hours on any business day at the offices of Stephenson Harwood, One, St Paul's Churchyard, London EC4M 8SH throughout the period during which the Offer remains open for acceptance.
Terms used in this announcement have the same meaning given to them in the Offer Document.
A copy of this announcement and the Offer Document has been published on GIA's website. They can be viewed at www.globalinvestorsacquisition.com.
Enquiries
Global Investors Acquisition LLC
Eitan Milgram/Andrew Weiss/Daniel Bradford - +1(617) 778 7780
This announcement and the information contained herein are not for publication or for release, or distribution, in whole or in part, in, into or form any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only and does not constitute an offer or an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of CEB all 'dealings' in any 'relevant securities' of CEB (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 pm (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 CEB, 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 City Code, all 'dealings' in 'relevant securities' of CEB, by GIA, or by any of its '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 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 in this summary of dealing disclosure requirements are defined in the City Code, which can also be found on the 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, you should consult the Takeover Panel.