ADV.L Regulatory News (ADV)

4 Dec 2009 17:58

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.

4 December 2009

GLOBAL INVESTORS ACQUISITION LLC

MANDATORY CASH OFFER

for

CLEAN ENERGY BRAZIL PLC

OFFER UPDATE - CLOSING OF OFFER

As at 1.00pm on 4 December 2009, Global Investors Acquisition LLC ("GIA") and parties acting or deemed to be acting in concert with it owned or have received valid acceptances under the Offer in respect of an aggregate of 87,061,570 CEB Shares, representing approximately 58.99 per cent. of the voting rights of Clean Energy Brazil Plc ("CEB").

Closing of the Offer

The Offer closed at 1.00p.m. (London time) on 4 December 2009.

Details of holdings and acceptances

On 2 October 2009, GIA announced the terms of a mandatory cash offer under Rule 9 of the City Code to acquire the entire issued share capital of CEB not already owned by GIA and/or the parties acting or deemed to be acting in concert with it at the offer price of 12.68 pence in cash for each CEB Share. 

At the close of business on 1 October 2009, being the day immediately preceding the commencement of the Offer Period, GIA and parties acting or deemed to be acting in concert with it held in aggregate 42,000,000 CEB Shares representing approximately 28.46 per cent. of the share capital subject to the Offer and no rights over CEB Shares.

None of the CEB Shares were held by GIA itself but they were held by the parties acting or deemed to be acting in concert with GIA as follows:

Immediately prior to announcing the Offer, GIA and Parties acting or deemed to be acting in concert with it held an aggregate of 61,880,055 CEB Shares representing approximately 41.93 per cent. of the share capital the subject of the Offer.

None of the CEB Shares were held by GIA itself but they were held by the parties acting or deemed to be acting in concert with GIA as follows:

For the avoidance of doubt, GIA had not received any acceptances of the Offer from the parties acting or deemed to be acting in concert with GIA, nor had such parties acquired or agreed to acquire any CEB Shares during the Offer Period.

As at 1.00pm on 20 November 2009, being the First Closing Date, GIA and parties acting or deemed to be acting in concert with it owned or had received valid acceptances under the Offer in respect of an aggregate of 83,142,606 CEB Shares, representing approximately 56.34 per cent. of the voting rights of CEB for the purposes of the acceptance condition prescribed by Rule 9.3 of the City Code. 

There being no other conditions relating to the Offer as set out in the Offer Document other than the acceptance condition provided in Rule 9.3 of the City Code, all conditions had been satisfied at the First Closing Date and the Offer was declared wholly unconditional.

GIA announced on 20 November 2009 that the Offer had been extended to 1.00 p.m. on 4 December 2009 to allow CEB Shareholders that had not yet accepted the Offer to do so.

Level of Acceptances

GIA announces that, as at 1.00 p.m. on 4 December 2009, it had received valid acceptances under the Offer in respect of an aggregate of 25,181,515 CEB Shares, representing approximately 17.06 per cent. of the voting rights of CEB. 

Save as disclosed in either this announcement or in the Offer Document, neither GIA nor, so far as GIA is aware, any person acting in concert with GIA, is interested in or has any rights to subscribe for any CEB Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to CEB Shares. For these purposes, 'arrangement' includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of CEB Shares and any borrowing or lending of CEB Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to CEB Shares.

Settlement of consideration

Consideration under the Offer will be despatched by 18 December 2009 to CEB Shareholders who have provided valid acceptances under the Offer before 1.00 p.m. on 4 December 2009. 

Terms used in this announcement have the same meaning given to them in the Offer Document.

Enquiries

Global Investors Acquisition LLC

Eitan Milgram/Andrew Weiss/Daniel Bradford - +1(617) 778 7780

A copy of this announcement has been published on GIA's website. This can be viewed at www.globalinvestorsacquisition.com.

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.

This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of those jurisdictions. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

If you are in any doubt about the Offer, the contents of this announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you are resident outside the UK, from another appropriately authorised independent financial adviser.

END