Eco (atlantic) Regulatory News (ECO)

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The board of Guanabara announced on 5 June 2009 that it was considering an offer for the entire issued and to be issued share capital of EcoSecurities.

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The board of Guanabara today announces its intention to make a Cash Offer of 77 pence per EcoSecurities Share for the entire issued and to be issued share capital of EcoSecurities.

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Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a founder of EcoSecurities).

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This is an all cash offer.

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It is not subject to any due diligence of EcoSecurities.

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The Cash Offer is not dependent on third party debt. 

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Early acceptance by the shareholders of EcoSecurities will mean that Guanabara will be able to pay the cash consideration as soon as possible (assuming the Cash Offer has gone unconditional in all respects).

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Under the terms of the Cash Offer, EcoSecurities Shareholders will receive 77 pence for each EcoSecurities Share representing:

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a premium of approximately 69.2 per cent. to the Closing Price of 45.5 pence per EcoSecurities Share on 4 June 2009, being the last Business Day prior to the date of the announcement by Guanabara that it was considering an offer for EcoSecurities.

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a premium of approximately 141.0 per cent. to 32.0 pence being the Volume Weighted Average Trading Price of an EcoSecurities Share over the six month period up to the date (5 June 2009) of the announcement by Guanabara that it was considering an offer for EcoSecurities. 

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The Cash Offer represents an opportunity for EcoSecurities Shareholders to monetise their investment in EcoSecurities shares at a time of great market volatility and economic uncertainty, particularly in the carbon markets. 

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Approximately 65% of EcoSecurities pre-2012 CER portfolio is not forward sold. This makes EcoSecurities overly dependent on future CER prices. The CER prices have decreased 46% over the last 12 months according to Bloomberg. In addition, the European Climate Exchange CER future contract shows a declining forward curve between 2009 and 2011 deliveries. 

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The Cash Offer, which will be made by Guanabara, will be subject to certain conditions set out in Appendix I, including amongst other conditions, the acceptance by EcoSecurities Shareholders holding not less than 80 per cent of the issued and to be issued share capital of EcoSecurities (or such lower percentage as Guanabara may determine, subject always to the Takeover Rules).

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In the event that the Cash Offer is declared unconditional in all respects, EcoSecurities Shareholders who have not accepted the Cash Offer may experience a reduction in the liquidity of their EcoSecurities Shares.

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Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a founder of EcoSecurities) and owned as to 50% each by:

(i)

Grandal, a company owned by the Mayanna Trust (a family trust in respect of which Dr Pedro Moura Costa and his immediate family are the sole beneficiaries); and

(ii)

BTG Carbon Luxembourg S.á.r.l. an indirect wholly-owned subsidiary of BTG Investments LP (BTG), a global investment company.

BTG Carbon Luxembourg S.á.r.l and Grandal have come together for the specific purpose of jointly making an offer for EcoSecurities. 

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Guanabara has received an irrevocable undertaking from First Island Trustees Limited (on behalf of the Mayanna Trust) to accept the Cash Offer in respect of 12,014,000 EcoSecurities Shares, representing approximately 10.2 per cent. of the existing issued share capital of EcoSecurities. Further details relating to the irrevocable undertaking are set out in paragraph 7 of this announcement. 

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Guanabara has received an irrevocable undertaking from BTG Absolute Return Master Fund L.P. to accept the Cash Offer in respect of 2,248,840 EcoSecurities Shares, representing approximately 1.91 per cent. of the existing issued share capital of EcoSecurities. Further details relating to the irrevocable undertaking are set out in paragraph 7 of this announcement.

Enquiries:

Guanabara B.V.

Dr Pedro Moura Costa

Tel: +44 77 1116 1149

Dresdner Kleinwort Limited: Financial Adviser to Guanabara

Marc Monasch 

Tel: +44 207 475 5385

Noble & Company: Corporate Broker to Guanabara 

Peter Tracey 

Tel: +44 207 763 2314

James Staveley

Tel: +44 207 763 2317

Maitland: PR adviser to Guanabara B.V.

Neil Bennett

Tel: +44 207 379 5151

Rowan Brown 

Tel: +44 207 379 5151

1. 

Introduction

2. 

The Cash Offer

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This is an all cash offer;

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It is not subject to any due diligence of EcoSecurities; 

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The Cash Offer is not dependent on third party debt;

-

Early acceptance by the shareholders of EcoSecurities will mean that Guanabara will be able to pay the cash consideration as soon as possible (assuming the Cash Offer has gone unconditional in all respects).

-

Under the terms of the Cash Offer, EcoSecurities Shareholders will receive 77 pence for each EcoSecurities Share representing:

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a premium of approximately 69.2 per cent. to the Closing Price of 45.5 pence per EcoSecurities Share on 4 June 2009, being the last Business Day prior to the date of the announcement by Guanabara that it was considering an offer for EcoSecurities.

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a premium of approximately 141.0 per cent. to 32.0 pence being the Volume Weighted Average Trading Price of an EcoSecurities Share over the six month period up to the date (5 June 2009) of the announcement by Guanabara that it was considering an offer for EcoSecurities. 

-

The Cash Offer represents an opportunity for EcoSecurities Shareholders to monetise their investment in EcoSecurities shares at a time of great market volatility and economic uncertainty, particularly in the carbon marks. 

-

Approximately 65% of EcoSecurities pre-2012 CER portfolio is not forward sold. This makes EcoSecurities overly dependent on future CER prices. The CER price has decreased 46% over the last 12 months according to Bloomberg. In addition, the European Climate Exchange CER future contract shows a declining forward curve between 2009 and 2011 deliveries

3. 

Reasons for the Offer

4. 

Information on EcoSecurities

5. 

Information on Guanabara 

(i)

Grandal, a company owned by the Mayanna Trust (a family trust in respect of which Dr Pedro Moura Costa and his immediate family are the sole beneficiaries); and 

(ii)

BTG Carbon Luxembourg S.à.r.l. an indirect wholly-owned subsidiary of BTG, a global investment company. 

6. 

Management and Employees

7. 

Undertakings to Accept the Cash Offer 

8. 

Effect of the Cash Offer on the EcoSecurities Share Options Schemes

9. 

Settlement, compulsory acquisition of EcoSecurities Shares and reregistration

10.

Financing 

11. 

Disclosure of Interests in EcoSecurities

12. 

Agreement with EDF Trading Limited ("EDF Trading")

13. 

General

1. 

Valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 pm on the initial closing date (or such later time(s) and/or date(s) as Guanabara may determine, subject always to the Takeover Rules) in respect of not less than 80 per cent. (or such lower percentage as Guanabara may determine, subject always to the Takeover Rules) in nominal value of the EcoSecurities Shares Affected, and, where the EcoSecurities Shares Affected are voting shares, not less than 80 per cent. (or such lower percentage as Guanabara may determine, subject always to the Takeover Rules) of the voting rights carried by those EcoSecurities Shares Affected, provided that this condition shall not be satisfied unless Guanabara shall have acquired or agreed to acquire (whether pursuant to the Cash Offer or otherwise) EcoSecurities Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at general meetings of EcoSecurities.

For the purposes of this condition:

(a)

any EcoSecurities Shares Affected which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon their being entered in the register of member of EcoSecurities; and

(b)

the expression "EcoSecurities Shares Affected" shall:

(i)

mean EcoSecurities Shares issued or allotted on or before the date the Cash Offer is made; and

(ii)

mean EcoSecurities Shares issued or allotted after that date (including, without limitation, any shares issued pursuant to any option or other arrangements) but before the time at which the Offer closes, or such earlier date as Guanabara may determine, subject always to the Takeover Rules (not being earlier than the date on which the Cash Offer becomes unconditional as to acceptances or, if later, the initial closing date); and

(iii)

exclude any EcoSecurities Shares beneficially owned or controlled by Guanabara on or before the date the Offer is made. 

2. 

Subject to paragraph 3 of this Appendix I, the Cash Offer will also be conditional upon the following matters having been satisfied or waived: 

2.1

each Relevant Regulator having, to the extent necessary, approved or is being deemed to have approved, in terms reasonably satisfactory to Guanabara, the acquisition by Guanabara of control over EcoSecurities and any member of the Wider EcoSecurities Group which is authorised or regulated by any Relevant Regulator, either unconditionally or subject to the fulfilment of certain conditions or obligations acceptable to Guanabara;

2.2

no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any such action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order and there not continuing to be outstanding any statute, regulation, decision or order or having withheld any consent or having taken or having one or having decided to do or take any other steps which would or is reasonably likely to:

2.2.1

make the Cash Offer, its implementation or the acquisition or proposed acquisition by Guanabara or any shares in or control of EcoSecurities or any of the assets of the EcoSecurities Group void, unenforceable or illegal under the laws of any jurisdiction or otherwise directly or indirectly restrain, revoke, restrict, prohibit, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or require material amendment of the Cash Offer;

2.2.2

require, prevent or delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Guanabara Group or by any member of the Wider EcoSecurities Group of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof, which in any such case is material in the context of (as the case may be) the Wider Guanabara Group or the Wider EcoSecurities Group taken as a whole;

2.2.3

impose any limitation on, or result in a delay in, the ability of any member of the Wider Guanabara Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in EcoSecurities or on the ability of any member of the Wider EcoSecurities Group or any member of the Wider Guanabara Group to hold or exercise effectively any rights of ownership of shares or other securities in or to exercise management control over any member of the Wider EcoSecurities Group, which in any such case is material in the context of the Wider EcoSecurities Group taken as a whole;

2.2.4

require any member of the Wider Guanabara Group or the Wider EcoSecurities Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider EcoSecurities Group or any asset owned by any third party (other than in the implementation of the Cash Offer);

2.2.5

require, prevent or delay a divestiture by any member of the Wider Guanabara Group of any shares or other securities (or the equivalent) in EcoSecurities;

2.2.6

result in any member of the Wider EcoSecurities Group ceasing to be able to carry on business under any name which it presently does so the effect of which is material in the context of the Wider EcoSecurities Group taken as a whole;

2.2.7

impose any material limitation on the ability of any member of the Wider Guanabara Group or any member of the Wider EcoSecurities Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Guanabara Group and/or the Wider EcoSecurities Group which is adverse to and material in the context of the Wider EcoSecurities Group taken as a whole; or 

2.2.8

otherwise affect the business, assets, profits or prospects of any member of the Wider Guanabara Group or any member of the Wider EcoSecurities Group in a manner which is adverse to and material in the context of the Wider Guanabara Group taken as a whole or the Wider EcoSecurities Group taken as a whole (as the case may be);

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene under the laws of any jurisdiction in respect of the Cash Offer, or the proposed Cash Offer of any EcoSecurities Shares having expired, lapsed, or been terminated;

2.3

all necessary or appropriate notifications, applications and/or filings having been made in connection with the Cash Offer and all necessary waiting periods (including any extensions thereof) in connection therewith under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in connection with the Cash Offer and all Authorisations necessary or reasonably deemed appropriate by Guanabara in any jurisdiction for or in respect of the Cash Offer or the proposed Cash Offer for any shares or other securities in, or control of, EcoSecurities by any member of the Wider Guanabara Group having been obtained in terms and in a form reasonably satisfactory to Guanabara from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider EcoSecurities Group or the Wider Guanabara Group has entered into contractual arrangements and all such Authorisations necessary or reasonably deemed appropriate by Guanabara to carry on the business of any member of the Wider EcoSecurities Group in any jurisdiction having been obtained, in each case where a failure to make such notification or filing or to wait for the expiry, termination or lapsing of any such waiting period or to comply with such obligation or obtain such Authorisation would be material to the Wider EcoSecurities Group taken as a whole and all such Authorisations remaining in full force and effect at the Effective Date and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

2.4

except as publicly disclosed, there being no provision of any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider EcoSecurities Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, or any event or circumstance having occurred which under any agreement, arrangement, licence, permit, lease or other instrument which any member of the Wider EcoSecurities Group is a party to or to which any member of the Wider EcoSecurities Group or any of its assets may be bound, entitled or subject which would result in, as a consequence of the Cash Offer or the acquisition or proposed acquisition by any member of the Wider Guanabara Group of any shares or other securities (or the equivalent) in EcoSecurities or because of a change in the control or management of any member of the EcoSecurities Group or otherwise, could or might reasonably be expected to result in, in any such case to an extent which is material in the context of the Wider EcoSecurities Group taken as a whole:

2.4.1

any monies borrowed by, or any other indebtedness, actual or contingent, of any member of the Wider EcoSecurities Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

2.4.2

the rights, liabilities, obligations, interests or business of any member of the Wider EcoSecurities Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider EcoSecurities Group in or with any other firm or company or body or person (or any agreement or arrangements relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.4.3

any member of the Wider EcoSecurities Group ceasing to be able to carry on business under any name under which it presently does so;

2.4.4

any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider EcoSecurities Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider EcoSecurities Group otherwise than in the ordinary course of business;

2.4.5

the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider EcoSecurities Group;

2.4.6

the value of, or the financial or trading position or prospects of any member of the Wider EcoSecurities Group being prejudiced or adversely affected;

2.4.7

the creation of any liability (actual or contingent) by any member of the Wider EcoSecurities Group; or

2.4.8

any liability of any member of the Wider EcoSecurities Group to make any severance, termination, bonus or other payment to any of the directors or other officers;

2.5

except as publicly disclosed and/or save as publicly announced (by the delivery of an announcement to the London Stock Exchange or otherwise publicly disclosed by the EcoSecurities Group), no member of the Wider EcoSecurities Group having since 31 December 2008:

2.5.1

(save as between EcoSecurities and wholly owned subsidiaries of EcoSecurities and save for the issue of EcoSecurities Shares on the exercise of options granted under the EcoSecurities Share Options Schemes or pursuant to EcoSecurities's dividend reinvestment scheme) issued or agreed to issue or authorised or proposed the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities;

2.5.2

recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether in cash or otherwise) save for any dividend declared prior to the Effective Date by any wholly owned subsidiary of EcoSecurities;

2.5.3

save for transactions between EcoSecurities and its wholly owned subsidiaries or between such wholly-owned subsidiaries, merged with or demerged or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in each case which is material in the context of the Wider EcoSecurities Group;

2.5.4

save as between EcoSecurities and its wholly owned subsidiaries or between such wholly owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary and usual course of carrying out its current banking activities; 

2.5.5

issued, authorised or proposed the issue of any debentures, or (save as between EcoSecurities and its wholly owned subsidiaries or between such wholly owned subsidiaries) incurred or increased any indebtedness or contingent liability, in any such case otherwise than in a manner which is materially consistent with the business of the Wider EcoSecurities Group being conducted in the ordinary and usual course;

2.5.6

entered into or varied or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary and usual course of business) which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider EcoSecurities Group or which is or is likely to be materially restrictive on the business of any member of the Wider EcoSecurities Group or the Wider Guanabara Group;

2.5.7

entered into or varied the terms of any contract, service agreement or any arrangement with any director or senior executive of any member of the Wider EcoSecurities Group;

2.5.8

proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider EcoSecurities Group;

2.5.9

made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation, which in any such case would be material in the context of the pension schemes operated by the EcoSecurities Group;

2.5.10

implemented, effected or authorised, proposed or announced its intention to implement, effect, authorise or propose any reconstruction, amalgamation, commitment, scheme or other transaction or arrangement other than where it is not material in the context of the Wider EcoSecurities Group or between wholly owned members of the EcoSecurities Group;

2.5.11

purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph 2.5.6 above, made any other change to any part of its share capital to an extent which (other than in the case of EcoSecurities) is material in the context of the Wider EcoSecurities Group taken as a whole;

2.5.12

waived or compromised any claim otherwise than in the ordinary and usual course of business which is material in the context of the Wider EcoSecurities Group taken as a whole;

2.5.13

(other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any corporate action or (to the extent material in the context of the Wider EcoSecurities Group taken as a whole) had any legal proceedings instituted or threatened against it for its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

2.5.14

been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

2.5.15

entered into any contract, commitment, agreement or arrangement or passed any resolution with respect to or announced an intention to effect or propose any of the transactions, matters or events referred to in this paragraph (i);

2.6

except as publicly disclosed and/or publicly announced (by the delivery of an announcement to the London Stock Exchange or otherwise publicly disclosed by the EcoSecurities Group) since 31 December 2008:

2.6.1

there having been no adverse change in the business, assets, financial or trading position, profits or prospects of any member of the Wider EcoSecurities Group which is material in the context of the Wider EcoSecurities Group taken as a whole;

2.6.2

no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider EcoSecurities Group or to which any member of the Wider EcoSecurities Group is or may become a party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider EcoSecurities Group having been threatened, announced or instituted or remaining outstanding which, in any such case, might be reasonably likely to adversely affect any member of the Wider EcoSecurities Group to an extent which is material to the Wider EcoSecurities Group taken as a whole;

2.6.3

no contingent or other liability having arisen or being likely to arise or having become apparent to Guanabara which is or would be likely to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider EcoSecurities Group to an extent which is material to the Wider EcoSecurities Group taken as a whole; and

2.6.4

no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider EcoSecurities Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to adversely affect the Wider EcoSecurities Group taken as a whole;

2.7

except as publicly disclosed and/or publicly announced (by the delivery of an announcement to the London Stock Exchange or otherwise publicly disclosed by the EcoSecurities Group), Guanabara not having discovered:

2.7.1

that any financial, business or other information concerning the Wider EcoSecurities Group publicly disclosed or disclosed to any member of the Guanabara Group at any time by or on behalf of any member of the Wider EcoSecurities Group is materially misleading, contains a misrepresentation of material fact or omits to state a material fact necessary to make the information contained therein not misleading;

2.7.2

that any member of the Wider EcoSecurities Group is subject to any liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts or Interim Results of EcoSecurities, and which is material in the context of the Wider EcoSecurities Group taken as a whole; or

2.7.3

any information which affects the import of any information disclosed to Guanabara prior to the date of this announcement at any time by or on behalf of any member of the Wider EcoSecurities Group and which is material in the context of the Wider EcoSecurities Group taken as a whole; and

2.8

except as publicly disclosed and/or publicly announced (by the delivery of an announcement to the London Stock Exchange or otherwise publicly disclosed by the EcoSecurities Group) in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider EcoSecurities Group (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, reinstate or clean up the environment (including any property), which (in each case) is material in the context of the Wider EcoSecurities Group taken as a whole.

3. 

Guanabara reserves the right to waive in whole or in part all or any of the Conditions except Conditions 1 and 2.1. Guanabara will be under no obligation to waive or treat as satisfied any of the Conditions notwithstanding that the other Conditions may have been waived or satisfied.

4.

The Cash Offer will lapse unless all of the conditions set out above have been fulfilled or (if capable of wavier) waived or, where appropriate, have been determined by Guanabara to be or to remain satisfied on the day which is 21 days after the later of the initial closing date, the date on which condition (a) is fulfilled or such later date as Guanabara may, with the consent of the Panel (to the extent required) decide. Except for condition (a), Guanabara shall not be obliged to waive (if capable of waiver) or treat as satisfied any condition by a date earlier than the latest day for the fulfilment of all conditions referred to in the previous sentence, notwithstanding that any other condition of the Cash Offer may at such earlier date have been waived or fulfilled or that there are at such earlier dates no circumstances indicating that the relevant condition may not be capable of fulfilment.

5.

To the extent that the Cash Offer would give rise to a concentration with a Community dimension within the scope of Council Regulation (EC) No 139/2004 (the 'Regulation'), the Cash Offer shall lapse if the European Commission initiates proceedings in respect of that concentration under Article 6(1)(c) of the Regulation or refers the concentration to a competent authority of a Member State under Article 9(1) of the Regulation before the first closing date of the Cash Offer or the date when the Cash Offer becomes or is declared unconditional as to acceptances, whichever is the later.

6.

If the Cash Offer lapses, it will cease to be capable of further acceptance. EcoSecurities Shareholders who have already accepted the Cash Offer shall then cease to be bound by the acceptances delivered on or before the date on which the Cash Offer lapses.

7.

If Guanabara is required by the Panel to make an offer for EcoSecurities Shares under the provisions of Rule 9 of the Takeover Rules, then Guanabara may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

(a)

Guanabara 2.4 announcement dated 5 June 2009.

(b)

Information in relation to the shareholders of Guanabara sourced from the company registers of Grandal Services Limited and BTG Carbon Luxembourg S.à.r.l.

(c)

Information in relation to the number of issued shares of EcoSecurities is sourced from Rule 2.10 Announcement of EcoSecurities dated 8 June 2009.

(d)

Information in relation to the closing share price of EcoSecurities on 4 June 2009 and over the 6 month period up to 4 June 2009 is sourced from Bloomberg.

(e)

Information regarding the liquidity of EcoSecurities' shares sourced from Bloomberg.

(a)

Information in relation to irrevocable undertakings received sourced from First Island Trustees Limited and BTG Absolute Return Master Fund L.P. irrevocable undertakings to Guanabara.

(b)

Information in relation to EcoSecurities pre-2012 CER portfolio is taken from the 2008 Annual Report of EcoSecurities and the 2009 AGM Statement of EcoSecurities.

(c)

Information in relation to CER prices is sourced from Bloomberg.

(d)

Information in relation to future contract prices is sourced from the European Climate Exchange website. 

(e)

Information in relation to climate policy uncertainties is sourced from the following sources:

(i)

"US project developers push for change to Climate Bill" - article published 29 May 2009 - www.pointcarbon.com

(ii)

"Economic crisis could cause emissions to rise - IEA" - article published 27 May 2009 - www.pointcarbon.com

(iii)

Trading update of EcoSecurities dated 6 November 2007.

(iv)

2007 preliminary results presentation of EcoSecurities dated 13 March 2008.

(v)

2008 interim results presentation of EcoSecurities dated 11 September 2008.

(vi)

Noble analyst report on Camco International dated 17 February 2009.

(vii)

Undated memo from the International Emissions Trading Association.

(viii)

Letter from the Project Developer Forum Limited to the members of the CDM Executive Board re. "PD forum response to the call for input on efficiencies and operation of the CDM and opportunities for improvement" dated 4 May 2009.

(f)

Information in relation to delays in the CDM cycle are sourced from:

(i)

"Higher costs and paperwork hit CER issuance" -article published 19 May 2009 - www.pointcarbon.com

(ii)

"China CDM wind projects face turbulent future" - article published 23 June 2009 - www.pointcarbon.com

(iii)

"Australia delays vote on carbon scheme" - article published 23 June 2009 - www.pointcarbon.com

(g)

Information in relation to poorer quality and higher financing risk in projects is sourced from the following sources:

(i)

"Green investment under threat: PWC" - article published 7 May 2009 - www.pointcarbon.com

(ii)

"Carbon markets need to restore credibility: funds" - article published 19 May 2009 - www.pointcarbon.com

(iii)

RNS Announcement of Camco International Limited dated 2 December 2008 

(iv)

RNS Announcement of EcoSecurities dated 1 December 2008

(v)

"Financing breakthrough unlikely at UN climate talks" - article published 1 June 2009 -www.pointcarbon.com

(vi)

"Global clean energy investment hit by economic crisis: report" - article published 3 June 2009 - www.pointcarbon.com

(vii)

"Recession slashes clean tech investment" - article published 11 May 2009 - www.pointcarbon.com

(viii)

EcoSecurities 2008 Preliminary Results Presentation - 12 March 2009

(ix)

"UN data reveals low-quality CDM Projects" - article published 29 May 2009 - www.pointcarbon.com

(h)

Information in relation to write-offs and reclassifications is sourced from:

(i)

"Trading Emissions trims portfolio forecast" - article published 26 January 2009 - www.pointcarbon.com 

(ii)

RNS Announcement of Camco International Limited dated 5 January 2009

(iii)

AGM Statement of EcoSecurities dated 21 May 2009

(j)

Opinion re. costs and requirements associated with public company referenced by "small caps begin to turn their back on AIM" - Article by David Blackwell and Brook Masters, Financial Times, 29 March 2009.

(a)

Information in relation to EcoSecurities in Section 3 is sourced from the AIM Admission Document of EcoSecurities and EcoSecurities 2008 Annual Report. 

(b)

The opinion in relation to corporate governance and compliance standards adopted by EcoSecurities is referenced by EcoSecurities Corporate Governance Report 2008 (pages 34 - 42 of EcoSecurities of Annual Report 2008) and Letter from the Chairman of EcoSecurities to all EcoSecurities shareholders dated 17 April 2009. 

(a)

Information in relation to Pedro Moura Costa's role within EcoSecurities is sourced from EcoSecurities AIM Admission Document, EcoSecurities Annual Report 2008 and CRO Form B10 filed on 23 April 2009.

(b)

Information in relation to the shares held by First Island Trustees is sourced from the share register of EcoSecurities 

(c)

Information in relation to BTG is sourced from the following sources:

(i)

BTG press release dated 20 April 2009 re acquisition of BankCo UBS Pactual.

(ii)

BTG press release dated 13 October 2008 re acquisition of Lehman Brothers Brazil.

(iii)

Press article dated 18 May 2009 re Estapar.

(iv)

Press article dated 23 December 2008 re Via Brasil.

(v)

BTG press release dated 13 March 2009 re acquisition of Lentikia Capital.

(d)

Information in relation to shares held by BTG Absolute Return Master Fund Limited sourced from Rule 8.1(a) Announcement dated 5 June 2009.

'Act'

the Companies Act 1963 (as amended);

'AIM' 

the Alternative Investment Market of the London Stock Exchange; 

'Australia'

the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction or any sub-division thereof;

'Authorisations'

authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals;

'Business Day'

a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London, UK;

'BTG' 

BTG Investments LP; 

'Canada'

Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof;

'Cash Offer'

the cash offer to be made by Guanabara for EcoSecurities, on the terms and subject to the conditions set out in this announcement and to be set out in the formal Offer Document and where the context admits, any subsequent revision, variation, extension or renewal of such offer;

'CER'

a certified emission reduction, being a carbon credit derived from a clean development mechanism project in accordance with relevant UNFCCC / Kyoto Protocol Rules, each CER corresponding to one tonne of carbon dioxide emission reductions'

'Closing Price'

the closing price of a EcoSecurities Share as derived from AIM;

'Companies Acts'

the Companies Act 1963 to 2006;

'Conditions'

the conditions to the Cash Offer set out in Appendix I of this announcement and 'Condition' means any one of them;

'Euro' or '€' or 'EUR'

the single currency of member states of the European Union that adopt or have adopted the Euro as their currency in accordance with legislation of the European Union relating to European Economic and Monetary Union;

'EcoSecurities' 

EcoSecurities Group public limited company, a company incorporated under the laws of Ireland;

'EcoSecurities Group'

EcoSecurities and its subsidiary undertakings;

'EcoSecurities Share Options Schemes'

means (1) the Employee Option Plan established in 2006, (2) the 2005 Share Option Plan, (3) the pre admission option agreements dated on or around 2003 and 2005 and any other scheme the time being in force, in accordance with which EcoSecurities facilitates the holding of shares in EcoSecurities by or for the benefit of employees or former employees of the EcoSecurities Group including any person who is or was a director holding a salaried employment or office with the EcoSecurities Group;

'EcoSecurities Shareholders'

the registered holders of EcoSecurities Shares, and 'EcoSecurities Shareholder' means any of such holders;

'EcoSecurities Share' or

'EcoSecurities Shares'

'First Island Trustees Limited'

the existing issued fully paid Ordinary Shares of €0.0025 each in the capital of EcoSecurities and any further such shares which are unconditionally allotted or issued after the date of this announcement and before the Cash Offer closes (or before such other time as Guanabara may, subject to the Takeover Rules, decide in accordance with the terms and conditions of the offer);

First Island Trustees Limited, a company incorporated under the laws of Jersey;

'Guanabara '

Guanabara B.V., a company incorporated under the laws of the Netherlands; 

'Guanabara Group'

Guanabara and its subsidiary undertakings;

'Ireland or Republic of Ireland'

Ireland excluding Northern Ireland and the word "Irish" shall be construed accordingly

'Japan'

Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any sub-division thereof;

'Offer Document'

the document to be posted to EcoSecurities Shareholders containing, amongst other things, the terms of the Cash Offer, such other information as may be required or necessary pursuant to the Act, the Takeover Rules or the rules of AIM;

'London Stock Exchange' or 'LSE' 

London Stock Exchange plc or its successor;

'Northern Ireland'

The counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the Island of Ireland;

'Mayanna Trust' 

a family trust in respect of which Dr Pedro Moura Costa and his immediate family are the sole beneficiaries;

'offer period'

has the meaning given to it in the Takeover Rules;

'Panel'

the Irish Takeover Panel;

'Relevant Regulator'

in respect of EcoSecurities or any member of the Wider EcoSecurities Group, each and any governmental, quasi governmental, regulatory or investigative authority or trade agency to the supervision and/or authorisation of which it is subject whether statutory, self-regulatory or otherwise, including, without limitation, any financial regulator, any anti trust or merger control authority, any settlement system, stock exchange or listing authority;

'South Africa'

The Republic of South Africa, its provinces, possessions and territories, and all areas subject to its jurisdiction and any political sub-division thereof;

'Takeover Rules'

the Irish Takeover Panel Act 1997, Takeover Rules, 2007;

'Third Party' 

UNFCCC

a government, central bank, governmental, quasi-governmental, supranational, statutory, regulatory or investigative body (including any national or supranational antitrust or merger control authorities), trade agency, court, tribunal, association, institution, environmental body or any other body or person in any jurisdiction;

United Nations Framework Convention on Climate Change

'United Kingdom' or 'UK'

the United Kingdom of Great Britain and Northern Ireland;

'United States' or 'US'

the United States of America its territories and possessions, any state of the United States and the District of Columbia;

'Volume Weighted Average Trading Price'

the total equity turnover during a certain period divided by the total number of shares traded in such period. Equity turnover and number of shares traded include both LSE and BOAT volumes.

'Wider EcoSecurities Group'

the EcoSecurities Group and associated undertakings and any other body corporate, partnership, joint venture or person in which the EcoSecurities Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent;

'Wider Guanabara Group'

the Guanabara Group and associated undertakings and any other body corporate, partnership, joint venture or person in which the Guanabara Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent.