Last checked at 1 Sep 2009 07:00
1 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
Increased and Final Cash Offer
The Board of Guanabara Holdings B.V. ("Guanabara") today announces that further to its Cash Offer on 22 July 2009 for the entire issued and to be issued share capital of EcoSecurities Group plc ("EcoSecurities"), it has increased the Cash Offer price of 77 pence per EcoSecurities Share (the "Original Cash Offer") to 90 pence per EcoSecurities Share (the "Increased Cash Offer").
Extension of Acceptance Period
On 21 August 2009, the Original Cash Offer was extended and left open for acceptance until 3:00 pm (Dublin time) on 2 September 2009. The Increased Cash Offer has now been extended and will remain open for acceptance until 1:00 pm (Dublin time) on 18 September 2009.
No Further Increases or Extensions
Subject to the reservation below, Guanabara confirms 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.
Additional Irrevocable Undertakings
Guanabara also announces that it has received additional irrevocable undertakings from (i) UBS AG, London Branch in respect of 6,289,927 EcoSecurities Shares representing approximately 5.32 per cent of the issued share capital of EcoSecurities; (ii) Mr Jesse Fink in respect of 2,599,099 EcoSecurities Shares representing approximately 2.20 per cent of the issued share capital of EcoSecurities; (iii) Mr Niclas Eriksson in respect of 4,830,500 EcoSecurities Shares representing approximately 4.09 per cent of the issued share capital of EcoSecurities; and (iv) Special Mutual Fund Avenir in respect of 1,920,000 EcoSecurities Shares representing approximately 1.62 per cent of the issued share capital of EcoSecurities; pursuant to which such parties have agreed to accept the Increased Cash Offer in respect of their holdings of EcoSecurities Shares. Once acceptances are received from these parties and these acceptances are aggregated with the level of acceptances referred to below (14,532,252 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 30,171,778 EcoSecurities Shares (representing approximately 25.53 per cent. of the issued share capital of EcoSecurities).
The circumstances in which these irrevocable undertakings will cease to be binding on the above entities are described under the heading "Further Terms of Additional Irrevocable Undertakings" below.
Terms of the Increased Cash Offer
The Increased Cash Offer replaces the Original Cash Offer as set out in the offer document dated 22 July 2009 (the "Original Offer Document"). The Increased Cash Offer will be subject to the terms and conditions set out or referred to in the Original Offer Document, as amended and supplemented by a revised offer document ("Revised Offer Document") and a revised form of acceptance ("Revised Form of Acceptance") which will be posted to EcoSecurities Shareholders by Friday 4 September 2009. EcoSecurities Shareholders should note that the acceptance condition for the Increased Cash Offer has been lowered in the manner described below.
The Increased Cash Offer represents:
a premium of approximately 98 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 announcement made by Guanabara that it was considering making an offer for EcoSecurities (being the commencement of the offer period pursuant to the Takeover Rules).
a premium of approximately 181 per cent. to 32 pence, being the Volume Weighted Average Closing 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 making an offer for EcoSecurities; and
an increase of approximately 17 per cent. over 77 pence, the price under the Original Cash Offer.
Reduction of Acceptance Condition
Guanabara announces that in respect of the Increased Cash Offer, it has lowered the acceptance condition of 80% such that the Increased Cash Offer shall become unconditional as to acceptances provided that Guanabara has acquired or agreed to acquire (either pursuant to the Increased Cash Offer or otherwise) EcoSecurities Shares conferring: (a) more than 50% of the voting rights in EcoSecurities conferred by the equity share capital alone; and (b) more than 50% of the voting rights in EcoSecurities conferred by the equity share capital and the non-equity share capital combined. For the purpose of determining whether the acceptance condition is satisfied, Guanabara shall take account of all EcoSecurities Shares conferring voting rights (or which in the case of EcoSecurities Shares allotted but not yet issued, will upon issue confer voting rights) that are unconditionally allotted or issued before the Increased Cash Offer becomes unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise.
Procedure for Acceptance of the Increased Cash Offer
EcoSecurities Shareholders who have already validly accepted the Original Cash Offer need take no further action; their acceptances of the Original Cash Offer are deemed to be acceptances of the Increased Cash Offer.
EcoSecurities Shareholders who have not yet accepted the Original Cash Offer are urged to accept the Increased Cash Offer, as soon as possible, and in any event by 1:00 pm (Dublin time) on 18 September 2009. The procedure for acceptance of the Increased Cash Offer will be the same as for acceptance of the Original Cash Offer. EcoSecurities Shareholders wishing to accept the Increased Cash Offer in advance of receiving the Revised Offer Document and Revised Form of Acceptance may do so by completing (in accordance with the procedures set out therein and in the Original Offer Document) and returning (together with the relevant share certificate(s) and/or other documents of title if their EcoSecurities Shares are in certificated form) the Form of Acceptance that accompanied the Original Offer Document as soon as possible and by 1:00 pm on 18 September 2009.
Revised Forms of Acceptance should be completed and returned in accordance with the instructions set out in the Revised Offer Document and in the Revised Form of Acceptance so as to be received as soon as possible and in any event by 1:00 pm on 18 September 2009. Additional Revised Forms of Acceptance are available from Computershare Investor Services (Ireland) Limited by telephoning +353 1 216 3100.
If holdings in EcoSecurities Shares are represented by depository interests (i.e. in CREST), acceptance should be made electronically so that the TTE instruction settles as soon as possible and in any event by 1:00 pm on 18 September 2009.
Enquiries
| Guanabara | ||
| Dr Pedro Moura Costa | Tel: | +44 77 1116 1149 |
| Dresdner Kleinwort Limited: Financial Advisor 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 Advisor to Guanabara | ||
| Neil Bennett | Tel: | +44 207 379 5151 |
| Rowan Brown | Tel: | +44 207 379 5151 |
Level of Acceptances
The Board of Guanabara announces that, as at 5:00 pm on 31 August 2009, being the latest practicable time prior to the date of this announcement, valid acceptances of its Cash Offer for EcoSecurities had been received in respect of a total of 14,532,252 EcoSecurities Shares (representing approximately 12.30 per cent. of the issued share capital of EcoSecurities).
This amount includes acceptances in respect of 12,014,000 EcoSecurities Shares held by First Island Trustees Limited representing approximately 10.17 per cent of the issued share capital of EcoSecurities and 2,498,840 EcoSecurities Shares held by BTG Absolute Return Master Fund L.P. representing approximately 2.11 per cent of the issued share capital of EcoSecurities. First Island Trustees Limited and BTG Absolute Return Master Fund L.P. are acting in concert with Guanabara.
Further Terms of Additional Irrevocable Undertakings
The irrevocable undertaking from UBS AG, London Branch will cease to be binding if: (i) the Increased Cash Offer lapses or is withdrawn or if the Revised Offer Document is not despatched to the EcoSecurities Shareholders on or before 4 September 2009 or such later as may be agreed between UBS AG, London Branch, Guanabara and the Panel; (ii) a third party expresses 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) and the value of such competing offer is equal to or greater than the Increased Cash Offer such that under the terms of the competing offer, UBS AG, London Branch shall be entitled to receive or elect to receive (a) cash consideration which exceeds the Increased Cash Offer by at least 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 competing offer (including any cash element) exceeds the Increased Cash Offer 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 90% of the closing price of such shares or stock on the date on 28 August 2009; or (c) shares or stock which are not listed or dealt in on a recognised stock exchange where the value of such shares or stock of such competing offer (including any cash element) are determined in the reasonable opinion of an independent adviser appointed by UBS AG, London Branch to exceed the Increased Cash Offer; unless in any of the above cases, 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 independent adviser referred to above, at least as favourable as those under the competing offer.
The irrevocable undertaking from Mr Jesse Fink will cease to be binding if: (i) the Increased Cash Offer lapses or is withdrawn or if the Revised Offer Document is not despatched to the EcoSecurities Shareholders on or before 4 September 2009 or such later as may be agreed between Mr. Jesse Fink, Guanabara and the Panel; (ii) a third party expresses 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) and the value of such competing offer is equal to or greater than the Increased Cash Offer such that under the terms of the competing offer, Mr. Jesse Fink shall be entitled to receive or elect to receive (a) cash consideration which exceeds the Increased Cash Offer by at least 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 competing offer (including any cash element) exceeds the Increased Cash Offer 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 90% of the closing price of such shares or stock on the date on 28 August 2009; unless in any of the above cases, 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.
The irrevocable undertakings from each of Special Mutual Fund Avenir and Mr Niclas Erickson 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 date 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.
Holdings and Dealings
Interests or Short Positions in Relevant Securities
Guanabara, and those persons deemed to be acting in concert with Guanabara, have the following interests in Relevant Securities of EcoSecurities:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| First Island Trustees Limited (on behalf of the Mayanna Trust) | 12,014,000 | 10.17 % | Trustee holding for benefit of the Mayanna Trust |
| Henrique Carlos de Moura Costa, father of Dr. Pedro Moura Costa | 130,000 | 0.11% | Legal and beneficial ownership |
| BTG Absolute Return Master Fund L.P. | 2,498,840 | 2.11% | Legal and beneficial ownership |
Mauricio Moura Costa, brother of Dr Pedro Moura Costa, is the legal and beneficial owner of 100,000 options over EcoSecurities Shares under the EcoSecurities Share Option Schemes (vesting 02/10/2009 subject to performance conditions, date of lapse 02/10/2016, exercise price GBP 1.70).
The interests in Relevant Securities of EcoSecurities (all of which are beneficial unless otherwise stated) of the directors of Guanabara (and, for the purposes of Chapter 1 of Part IV of the Companies Act, 1990, the interests of persons whose interests would be treated as interests of the directors including their respective spouses, minor children and related trusts) are as follows:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| Dr. Pedro Moura Costa | 12,014,000 | 10.17 % | Beneficiary of the Mayanna Trust |
At the close of business on 4 June 2009, being the last Business Day prior to the commencement of the offer period, the following persons acting in concert with Guanabara had the following interests in Relevant Securities of EcoSecurities:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| First Island Trustees Limited (on behalf of the Mayanna Trust) | 12,014,000 | 10.17 % | Trustee holding for benefit of the Mayanna Trust |
| Henrique Carlos de Moura Costa, father of Dr. Pedro Moura Costa | 130,000 | 0.11% | Legal and beneficial ownership |
At the close of business on 4 June 2009 being the last Business Day prior to the commencement of the offer period, Mauricio Moura Costa, brother of Dr Pedro Moura Costa, was the legal and beneficial owner of 100,000 options over EcoSecurities Shares under the EcoSecurities Share Option Schemes on the terms referred to above. BTG Absolute Return Master Fund L.P. has acquired 2,498,840 EcoSecurities Shares, representing approximately 2.11 per cent of the issued share capital of EcoSecurities, during the offer period.
Save as referred to above, no acceptances of the Cash Offer have been received from persons acting in concert with Guanabara and neither Guanabara nor any person acting in concert with Guanabara held any interests in Relevant Securities of EcoSecurities prior to the commencement of the offer period nor have they acquired or agreed to acquire any interests in Relevant Securities of EcoSecurities during the offer period.
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.
If the Increased Cash Offer becomes, or is declared, unconditional in all respects and subject to any applicable requirements of the AIM, Guanabara intends to procure the making of an application by EcoSecurities for the cancellation of trading of EcoSecurities Shares on the AIM.
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.
Sources and Bases of Information
The references to the Closing Price per EcoSecurities Share on 4 June 2009 and the Volume Weighted Average Closing Price of an EcoSecurities Share over the six month period up to 5 June 2009 are both sourced from Bloomberg.