2 Oct 2009 18:13
Not for release, publication or distribution in or into the United States, Canada, Japan or Australia or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.
GLOBAL INVESTORS ACQUISITION LLC RULE 9 CASH ONLY OFFER FOR CLEAN ENERGY BRAZIL PLC 2 October 2009A. Introduction
Global Investors Acquisition LLC ("GIA") announces the terms of a mandatory cash offer required under Rule 9 of the City Code on Takeovers and Mergers (the "Code") to acquire the entire issued ordinary share capital of Clean Energy Brazil PLC ("CEB") not already owned by the Concert Parties (see below). GIA is a recently formed Delaware limited liability company which has issued membership interests to Brookdale Global Opportunity Fund and Brookdale International Partners, L.P.. The Manager of GIA, for the purposes of the laws of the State of Delaware, is Weiss Capital LLC.
GIA is or is deemed to be acting in concert with each of Brookdale Global Opportunity Fund ("BGO"), Brookdale International Partners, L.P. ("BIP"), Weiss Asset Management LLC, Weiss Capital LLC and Andrew Weiss for the purposes of the Code (together the "Concert Parties").
On 17 September 2009, BGO and BIP acquired, respectively, 14,700,000 and 27,300,000 ordinary shares of 1 pence each ("Ordinary Shares") in CEB representing 28.46 per cent. of CEB's existing issued ordinary share capital at that time. BGO and BIP have today acquired, respectively, 6,958,019 and 12,922,036 Ordinary Shares (together the "Acquisition").
The Acquisition brings the total number of shares held by the Concert Parties to 61,880,055 Ordinary Shares out of a total of 147,563,929 issued Ordinary Shares representing 41.93 per cent. of the Ordinary Share capital. Taken together, the Concert Parties' shareholdings carry 41.93 per cent. of the voting rights of CEB for the purposes of Rule 9 of the Code.
Save as referred to above, neither GIA nor, so far as GIA is aware, any person acting in concert with GIA, has an interest in or right to subscribe for relevant CEB securities, or has borrowed or lent, or has any short position in relation to, relevant CEB securities, including any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant CEB securities.
Neither GIA nor, so far as GIA is aware, any person acting in concert with GIA has any arrangement in relation to relevant CEB securities.
The requirement to make an offer under Rule 9 of the Code is triggered by the Acquisition. GIA is to make an offer for all of the issued and to be issued Ordinary Shares not already owned by the Concert Parties.
B. The Cash Only Offer
The Ordinary Shares are the only class of equity share capital of CEB. The Code requires GIA to make an offer for the Ordinary Shares. No offer is being made by GIA for the outstanding warrants to subscribe for Ordinary Shares in CEB (the "Warrants") and GIA currently has no intention of making an offer for the Warrants.
GIA will offer to acquire all of the Ordinary Shares not already owned by the Concert Parties (the "Offer"), which amount to 85,683,874 Ordinary Shares, in total representing approximately 58.07 per cent. of the CEB existing issued Ordinary Share capital, on and subject to the terms set out herein, and to be set out in an offer document (the "Offer Document") and form of acceptance (the "Form of Acceptance"), on the following basis:
For each Ordinary Share GBP 0.1268 in cash
The cash consideration values the whole of the existing issued Ordinary Share capital of CEB at approximately GBP 18,711,106.20 and is a premium of approximately 20.76 per cent over the bid price of an Ordinary Share as at close of business on 2 October 2009.
The Offer will extend to all Ordinary Shares (excluding those already held by the Concert Parties) which are unconditionally allotted or issued prior to the time at which the Offer closes (or such earlier date as GIA may, subject to the Code or with the consent of the Panel, decide).
Ordinary Shares will be acquired by GIA fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all of the rights now and hereafter attaching thereto, including the right to all dividends and other distributions hereafter declared, made or paid. Accordingly, this would include any dividend declared, made or paid after the date hereof (including the proposed dividend announced by the Board of CEB on 21 August 2009) and GIA would acquire Ordinary Shares under the Offer together with an entitlement to such dividend, if any.
In accordance with Rule 9.5 of the Code the offer price is not less than the highest price paid by GIA and/or the other Concert Parties for Ordinary Shares in the 12 months prior to the commencement of the offer period on 2 October 2009 and in the period since that date but prior to this announcement.
C. Financing of the Offer
The bankers to GIA, Boston Private Bank and Trust Company, are satisfied that sufficient resources are available to GIA to satisfy full acceptance of the Offer, which would involve a maximum cash payment of approximately GBP 10,864,715.22. Boston Private Bank and Trust Company has given and not withdrawn its consent to the issue of this announcement with the inclusion in it of references to its name in the form and context in which it appears.
D. Information on GIA and the Concert Parties
GIA is a Delaware limited liability company which was formed on 22 September 2009. The registered office of GIA is at the offices of Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. GIA has issued membership interests to Brookdale Global Opportunity Fund and Brookdale International Partners L.P. in the ratio of 35 per cent. and 65 per cent., respectively.
BGO is an exempted open-end company incorporated and existing under the Companies Law of the Cayman Islands. It was originally incorporated in 1995 as the Czech Value Fund to operate as a closed-end investment company to take advantage of investments in the Czech Republic. BGO became an open-ended fund on 2 October 2000 and its investment mandate was expanded to permit it to invest globally. On 14 August 2000 BGO was registered as a mutual fund under Cayman Islands law. Weiss Capital LLC, a Delaware limited liability company, is BGO's investment manager and is responsible for the overall management of BGO's investment operations. As at 31 August 2009, BGO had net assets of approximately US$340million.
BIP commenced investment operations as a New York limited partnership in October 1994 under the name Manhattan International Partners, L.P. It had been formed on 17 February 1994 under the name Scarsdale International Partners, L.P., which was renamed Manhattan International Partners on 4 August 1994. On 14 July 2000 it was renamed Brookdale International Partners, L.P. Since 15 July 2003 the general partner of BIP has been Weiss Asset Management LLC, which is responsible for the business and affairs of BIP, including the investment of its assets. BIP's manager is Weiss Capital LLC. As at 31 August 2009, BIP had net assets of approximately US$738 million. Andrew Weiss has been responsible for BIP's investment decisions since October 1994.
Weiss Asset Management LLC is a Delaware limited liability company which replaced The Brookdale Group Ltd as the general partner of Brookdale International Partners, L.P. on 15 July 2003. Weiss Capital LLC, replaced the Brookdale Group Ltd as the investment manager of Brookdale Global Opportunity Fund on 15 July 2003. Further, Weiss Capital LLC replaced The Brookdale Group Ltd as manager of Brookdale International Partners, L.P. on 15 July 2003. The majority member and sole manager of each of Weiss Capital LLC and Weiss Asset Management, LLC is Andrew Weiss. The investment approach is a disciplined value-oriented approach.
Andrew M. Weiss received his Ph.D. in Economics from Stanford University, was elected a fellow of the Econometric Society in 1989, and is currently Emeritus Professor of Economics at Boston University. He has been actively trading in stocks since 1976. Starting in 1991, Dr. Weiss began managing the portfolio for Brookdale Equity Partners, L.P., a diversified investment fund with a focus on buying and selling shares in closed-end funds. He has lectured at numerous major universities and international organizations and is the author of over 45 articles published in professional journals. He has been featured in articles in Forbes, Time (International Edition), and Outstanding Investor Digest, as well as newspaper articles in the U.S. and Europe. He is a member of the Board of Trustees of American Jewish World Service and the Advisory Board for the Center for Development Economics at Williams College.
E. Reasons for the Offer
The Offer is mandatory under Rule 9 of the Code and is conditional only on receiving acceptances which, together with the Ordinary Shares already owned by the Concert Parties, amount to more than 50 per cent. of the voting rights of CEB's issued equity share capital. In accordance with Rule 9 of the Code, the Ordinary Shares will be the only class of shares used for the purposes of calculating whether the Offer becomes unconditional as to acceptances.
GIA will seek a recommendation of the Offer from the Board of Directors of CEB. Obtaining its recommendation is not, however, a condition of the Offer.
F. General
The value of the Offer has been calculated on the basis of 147,563,929 Ordinary Shares in issue as at the date of this announcement.
The Offer Document and the Form of Acceptance, setting out full details of the Offer, will be despatched as soon as practicable but in any event within 28 days of the date of this announcement. In accordance with the Code, the Offer will be subject to the further terms to be set out in the Offer Document and in the Form of Acceptance.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed, forwarded or otherwise distributed or sent in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction and so doing may invalidate a purported acceptance of the Offer.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
This announcement constitutes a communication by a body corporate in respect of a transaction to acquire or dispose of shares in a body corporate other than an open-ended investment company or is entered into for the purposes of such an acquisition or disposal in either case, the object of which transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of the body corporate.
Unless otherwise stated, all financial information in this announcement has been based on the relevant figures, obtained from Bloomberg as at the close of business on 2 October 2009 (the latest practicable date prior to the announcement of the Offer). All quotations for Ordinary Shares stated in this announcement are taken as at the close of business on the relevant date.
G. Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of 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 CEB, 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 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 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 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.
H. Responsibility
Andrew Weiss, the manager of Weiss Capital LLC, which is the Manager of GIA, accepts responsibility for the information contained in this announcement. To the best of the knowledge and belief of Andrew Weiss (who has 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.
ENQUIRIES
Global Investors Acquisition LLCEitan Milgram/Andrew Weiss/Daniel Bradford - +1 (617) 778-7780
Definitions
"arrangement" includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant CEB securities or relevant GIA securities which may be an inducement to deal or refrain from dealing.
"associate" shall be construed in accordance with section 988 of the UK Companies Act 2006.
"CEB Shares" means the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 1p each in the capital of CEB and any such further shares which are unconditionally allotted or issued fully paid while the Offer remains open for acceptance or, subject to the provisions of the Code, by such earlier date as GIA may determine.
"Panel" means the Panel on Takeovers and Mergers.
"relevant CEB securities" means CEB Shares, any other securities in the capital of CEB which carry voting rights or which are equity share capital, and any securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing.
"short position" means a short position whether conditional or absolute and whether in the money or otherwise including any short position under a derivative.
"United States" means the United States of America, its territories andpossessions, the District of Columbia and all other areas subject to itsjurisdiction. APPENDIX CONDITION AND FURTHER TERMS OF THE OFFER
1. The Offer is subject to valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as GIA may, subject to the Code, decide) in respect of such number of Ordinary Shares which, together with the Ordinary Shares acquired or agreed to be acquired by GIA or parties acting in concert with it before or during the Offer Period, will result in GIA and any party acting in concert with it holding Ordinary Shares which together carry more than 50 per cent. of the voting rights normally exercisable at general meetings of CEB, including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to Ordinary Shares which are unconditionally allotted or issued before the Offer becomes unconditional whether pursuant to the exercise of conversion or subscription rights or otherwise. For the purposes of this paragraph 1, the "Offer Period" shall be deemed to have commenced on 2 October 2009.
2. The Offer will extend to all Ordinary Shares other than the Ordinary Shares
already owned by GIA and any person acting or deemed to be acting in
concert with it.
3. The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are
not resident in the United Kingdom should obtain advice about and observe
any legal or regulatory requirements applicable to those jurisdictions.
4. The Offer is not being made directly or indirectly in or into the United
States, Canada, Japan or Australia or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction: accordingly, copies of this announcement, the Offer Document and any other documents relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Japan or Australia or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.
5. The Offer will lapse if, before 3.00 pm on the first closing date or the
date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later, the acquisition by GIA of CEB is either referred to the Competition Commission or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under article 6 (1)(c) or making a referral to a competent authority of the United Kingdom under article 9(1).
6. The Ordinary Shares which are the subject of the Offer will be acquired,
fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid after the date hereof.
7. The Offer will comply with the rules and regulations of the London Stock
Exchange and the provisions of the Code. The Offer and any acceptances
under it will be governed by English Law and be subject to the jurisdiction
of the courts of England.
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