ADV.L Regulatory News (ADV)

20 Nov 2009 17:41



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.

20 November 2009

GLOBAL INVESTORS ACQUISITION LLC

MANDATORY CASH OFFER

for

CLEAN ENERGY BRAZIL PLC

OFFER UPDATE - UNCONDITIONAL IN ALL RESPECTS AND EXTENSION OF OFFER

As at 1.00pm on 20 November 2009, being the First Closing Date, 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 83,142,606 CEB Shares, representing approximately 56.34 per cent. of the voting rights of Clean Energy Brazil Plc ("CEB") for the purposes of the acceptance condition prescribed by Rule 9.3 of the City Code. 

GIA is pleased to announce that, 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 have been satisfied and the Offer is hereby declared wholly unconditional.

GIA announces that the Offer has been extended to 1.00 p.m. on 4 December 2009 to allow CEB Shareholders that have not yet accepted the Offer to do so.

Details of how to accept the Offer are set out below.

Recent postal service strikes may have resulted in some CEB Shareholders failing to receive the Offer Document and Form of Acceptance. CEB Shareholders who have not received the Offer Document should contact Capita Registrars on 0871 664 0321 or, if calling from outside the UK, on +44 20 8639 3399 between 9.00 a.m. and 5.00 p.m. on any weekday (excluding UK public holidays) as soon as possible.

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

GIA announces that, as at 1.00 p.m. on 20 November 2009, being the First Closing Date, it had received valid acceptances under the Offer in respect of an aggregate of 21,262,551 CEB Shares, representing approximately 14.40 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.

How to accept the offer

CEB Shareholders who have not yet accepted the Offer who hold CEB Shares in certificated form (i.e. not in CREST) and who wish to do so, should complete the Form of Acceptance enclosed with the Offer Document as soon as possible and post it, together with supporting documents, to the receiving agents Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or (during normal business hours only) by hand to Capita Registrars at the same address in each case as soon as possible but in any event as soon as possible. For holders of CEB Shares who wish to accept the Offer but hold such Shares in uncertificated form, acceptance of the Offer should be made electronically through CREST. Shareholders who have further questions as to how to complete the Form of Acceptance or who need to obtain a further Form of Acceptance should contact Capita Registrars between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Settlement of consideration

Consideration under the Offer will be despatched by 4 December 2009 to CEB Shareholders who have provided valid acceptances under the Offer before 1.00 p.m. on 20 November 2009. Consideration in respect of valid acceptances received after 20 November 2009 will be despatched to accepting CEB Shareholders within 14 days of receipt of such acceptances.

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 Offer is made solely through the Offer Document and the Form of Acceptance. The Offer Document and the Form of Acceptance were dispatched by GIA to CEB Shareholders, other than certain CEB Shareholders resident in Excluded Territories, on 30 October 2009. The Offer Document and the Form of Acceptance contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to Overseas Shareholders. Overseas Shareholders, or persons who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document is available for public inspection in the United Kingdom.

The Offer is not being, and will not be, made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, the United States, Canada, Australia, South Africa, Japan or any other Excluded Territory and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from or within the United States, Canada, Australia, South Africa, Japan or any other Excluded Territory. Accordingly, this announcement and any other document relating to the Offer are not being, and must not be mailed or otherwise forwarded, distributed or sent in or into or from any such jurisdiction and persons (including custodians, nominees and trustees) receiving this announcement must not mail or otherwise distribute or send it in, into or from such jurisdictions .

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.