Eco (atlantic) Regulatory News (ECO)

2 Sep 2009 17:47



2 September 2009

Not for release, publication or distribution, in whole or in part, 

in or into or from Australia, Canada, Japan, South Africa

or any other jurisdiction where to do so would constitute a violation

of the relevant laws of such jurisdiction

FOR IMMEDIATE RELEASE

Increased and Final Cash Offer by Guanabara Holdings B.V. for EcoSecurities Group plc

Additional Irrevocable Undertaking

Guanabara announces that it has received an irrevocable undertaking from Mrs Kerttu Eriksson in respect of 3,550,000 EcoSecurities Shares representing approximately 3.00 per cent of the issued share capital of EcoSecurities. 

Once an acceptance is received from Mrs Kerttu Eriksson and this acceptance is aggregated with the acceptances to be received from other parties which have provided irrevocable undertakings to Guanabara and the acceptances received as at 1.00 pm on 2 September 2009 (14,532,752 EcoSecurities Shares representing approximately 12.30 per cent. of the issued share capital of EcoSecurities), Guanabara will have received acceptances in respect of a total of 33,722,278 EcoSecurities Shares, representing approximately 28.53 per cent. of the issued share capital of EcoSecurities.

The circumstances in which this irrevocable undertaking will cease to be binding on Mrs Kerttu Eriksson are described under the heading "Further Terms of Additional Irrevocable Undertaking" below.

Enquiries

Further Terms of Additional Irrevocable Undertaking

The irrevocable undertaking from Mrs. Kerttu Ericksson will cease to be binding if: (i) the Increased Cash Offer lapses or is withdrawn without becoming unconditional in all respects; (ii) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of EcoSecurities (other than shares already held by that third party or its associates on the date such competing offer is made) on or before 1:00 p.m. on 18 September 2009 and pursuant to the terms of such competing offer, the party giving the irrevocable shall be entitled to receive or elect to receive (a) cash consideration which exceeds the Increased Cash Offer by more than 5 pence per EcoSecurities Share; or (b) shares or stock which are listed or dealt in a recognised stock exchange where the value per EcoSecurities Share of such third party offer (including any cash element) exceeds the Increased Cash Offer per EcoSecurities Share by more than 5 pence per EcoSecurities Share and for the purposes of determining the value of such competing offer, the cash value to be attributed to such shares or stock shall be 85% of the closing price of such shares or stock on the last date prior to the date on which such competing announcement is made pursuant to Rule 2.5 of the Takeover Rules, unless Guanabara announces an improvement to the terms of the Increased Cash Offer within five Business Days of the competing offer being made such that the terms of the Increased Cash Offer are, in the reasonable opinion of Dresdner Kleinwort Limited, at least as favourable as those under the competing offer.

No Further Increases or Extensions

Subject to the reservation below, Guanabara reiterates that: 

there will be no further increases in the Increased Cash Offer; and 

there will be no further extensions of the acceptance period for the Increased Cash Offer beyond 1:00 pm (Dublin time) on 18 September 2009 unless it is unconditional as to acceptances by such date.

In the case of each of the above statements and subject to the Takeover Rules, Guanabara reserves the right not to be bound by such statement in the event that a competitive situation arises after such statement or where the statement would otherwise prevent Guanabara from making an increased or improved offer which is recommended for acceptance by the Board of EcoSecurities or in other circumstances permitted by the Panel.

General 

The definitions of certain expressions used in this announcement are contained in the Original Offer Document.

The availability of the Increased Cash Offer to persons outside Ireland may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. The Increased Cash Offer is not being made, directly or indirectly, in or into or from or by use of the mails of or by any means of instrumentality (including, without limitation, telephonically or electronically) of inter-state or foreign commerce of or any facilities of a national securities exchange of any jurisdiction where it would be unlawful to do so. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may invalidate any related purported acceptance of the Increased Cash Offer. Notwithstanding the foregoing restrictions, Guanabara reserves the right to permit the Increased Cash Offer to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question.

Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Guanabara and for no-one else in connection with the Increased Cash Offer and will not be responsible to anyone other than Guanabara for providing the protections afforded to clients of Dresdner Kleinwort Limited or for providing advice in relation to the Increased Cash Offer, the contents of this announcement or any transaction or arrangement referred to herein.

Noble & Company, which is authorised and regulated by the Financial Services Authority, is acting as corporate broker to Guanabara and no one else in connection with the Increased Cash Offer and will not be providing protections afforded to clients of Noble & Company or for affording advice in relation to the transaction or any other matter referred to herein.

The directors of Guanabara accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Guanabara (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. Any response in relation to the Increased Cash Offer should only be made on the basis of the information contained in the Revised Offer Document. 

Any person who is the holder of 1 per cent. or more of any class of shares in EcoSecurities or Guanabara may be required to make disclosures pursuant to Rule 8.3 of the Takeover Rules with effect from 5 June 2009, the date of the announcement which resulted in the commencement of the offer period.