Last checked at 23 Sep 2009 07:04
For immediate release
23 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
INCREASED CASH OFFER
FOR
ECOSECURITIES GROUP PLC
BY
CARBON ACQUISITION COMPANY LTD
1. Increased Cash Offer
The board of Carbon Acquisition Company Ltd ("Carbon Acquisition Company"), a wholly owned indirect subsidiary of JPMorgan Chase & Co., announces that further to the Recommended Cash Offer by Carbon Acquisition Company announced on 14 September 2009 (the "Original Cash Offer") for the entire issued and to be issued share capital of EcoSecurities Group plc ("EcoSecurities"), it is increasing the Offer price so that the increased offer (the "Increased Cash Offer") is as follows:
for each EcoSecurities Share 105 pence in cash
The Increased Cash Offer values the entire issued and to be issued share capital of EcoSecurities at approximately £129.1 million and represents a premium of:
approximately 17 per cent. to the revised Guanabara Offer Price of 90 pence for each EcoSecurities Share announced on 1 September 2009;
approximately 131 per cent. to the Closing Price of 45.5 pence per EcoSecurities Share on 4 June 2009, the last Business Day prior to the commencement of the Offer Period; and
approximately 199 per cent. to the three month average Closing Price of 35.1 pence for each EcoSecurities Share for the period ended 4 June 2009, the last Business Day prior to the commencement of the Offer Period.
A revised offer document (the "Revised Offer Document") and a revised form of acceptance (the "Revised Form of Acceptance") will be posted to EcoSecurities Shareholders as soon as reasonably practicable. The Increased Cash Offer will be subject to the terms and conditions set out in the Revised Offer Document which will be substantially the same terms (other than the increased price per EcoSecurities Share) and the same conditions as set out in the offer document relating to the Original Cash Offer dated 15 September 2009 (the "Original Offer Document").
2. Share Purchases and Interests in EcoSecurities Shares
(a) Acquisitions
(i) On 23 September 2009, J.P. Morgan Securities Ltd. ("JPMSL") entered into unconditional sale and purchase agreements to acquire in aggregate 18,299,550 EcoSecurities Shares, representing approximately 15.48 per cent. of the existing issued share capital of EcoSecurities, each at a price of 105 pence per EcoSecurities Share. These agreements are with a number of separate sellers including Special Mutual Fund Avenir, entities connected with Niclas Eriksson, Oy Finvestock AB, funds managed by United Bankers fund management and clients holding EcoSecurities Shares through accounts with SEB Private Banking.
(ii) On 14 September 2009, J.P. Morgan Ventures Energy Corporation ("JPMVEC") acquired 100,000 EcoSecurities Shares, representing approximately 0.08 per cent. of the existing issued share capital of EcoSecurities, at a price of 100 pence per EcoSecurities Share.
JPMSL and JPMVEC are acting in concert with Carbon Acquisition Company.
(b) Interests in EcoSecurities Shares
As at 11 September 2009, being the last Business Day prior to the announcement of the Original Cash Offer, the following persons who are deemed to be acting in concert with Carbon Acquisition Company were interested in relevant securities of EcoSecurities:
| Name
| Number of EcoSecurities Shares
| Nature of Interest
|
| Bear Stearns International Trading Ltd | 446,349 | Beneficial Interest |
| Chase Nominees Limited | 338,966 | Held as custodian |
| J.P. Morgan Clearing Corporation | 39,000 | Held as custodian |
As at 22 September 2009, being the last Business Day prior to this announcement, these holdings were unchanged other than the custodian holding of J.P. Morgan Clearing Corporation which had reduced to 34,000 EcoSecurities Shares.
(c) Irrevocable Undertakings
(i) Carbon Acquisition Company has received irrevocable undertakings to accept (or procure the acceptance of) the Original Cash Offer in respect of a total of 23,536,621 EcoSecurities Shares, representing, in aggregate, approximately 19.91 per cent. of EcoSecurities' existing issued share capital, as set out below:
All of the EcoSecurities Directors (who are EcoSecurities Shareholders) in respect of their entire beneficial holdings (and those of their families and related trusts) of EcoSecurities Shares amounting, in aggregate, to 3,496,000 EcoSecurities Shares, representing approximately 2.96 per cent. of EcoSecurities' existing issued share capital;
Marc Stuart in respect of his entire beneficial holding (and that of his family and related trusts) of EcoSecurities Shares amounting to 10,122,000 EcoSecurities Shares, representing approximately 8.56 per cent. of EcoSecurities' existing issued share capital; and
Credit Suisse International ("CSI") in respect of its entire beneficial holding of EcoSecurities Shares amounting to 9,918,621 EcoSecurities Shares, representing approximately 8.39 per cent. of EcoSecurities' existing issued share capital.
The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and CSI apply equally to the Increased Cash Offer and will remain binding in the event of a competing offer being made for EcoSecurities. Further details of the irrevocable undertakings were set out in Original Offer Document.
Accordingly, in aggregate, Carbon Acquisition Company and persons acting in concert with it, have irrevocable undertakings to accept the Increased Cash Offer in respect of, beneficially own or have agreed to acquire a total of 42,382,520 EcoSecurities Shares representing 35.86 per cent. of the existing issued share capital of EcoSecurities.
Save as disclosed in this paragraph, as at 22 September 2009, the last Business Day before this announcement, neither Carbon Acquisition Company nor, so far as Carbon Acquisition Company is aware, any person acting in concert with Carbon Acquisition Company is interested in or holds any short positions in any class of relevant securities of EcoSecurities.
Neither Carbon Acquisition Company nor any person acting in concert with Carbon Acquisition Company has any arrangement in relation to any class of relevant securities of EcoSecurities. For these purposes, 'arrangement' includes an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.
Any additional interest(s) or dealing(s) of persons presumed to be acting in concert with Carbon Acquisition Company that come to its attention which will be discussed with the Irish Takeover Panel and, as necessary, will be announced if requested by the Irish Takeover Panel.
An announcement of the acquisitions referred to in paragraph 2(a)(i) will be made prior to 12.00 noon (Dublin time) on 24 September 2009 in accordance with rule 8.1 of the Irish Takeover Rules. An announcement pursuant to rule 17 of the Irish Takeover Rules will be made prior to 8.00 a.m. (Dublin time) on 24 September 2009.
3. 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 3.00 p.m. (Dublin time) on 14 October 2009.
To accept the Increased Cash Offer in respect of EcoSecurities Shares held in certificated form, the relevant Revised Form of Acceptance should be completed, signed and returned in accordance with the instructions set out in the Revised Offer Document as soon as possible, and in any event by no later than 3.00 p.m. (Dublin time) on 14 October 2009.
To accept the Increased Cash Offer in respect of EcoSecurities Shares held in uncertificated form (that is, in CREST), the Revised Form of Acceptance should be completed, signed and returned in accordance with the instructions set out in the Revised Offer Document as soon as possible and in any event by no later than 3.00 p.m. (Dublin time) on 14 October 2009, and the procedure set out in the Revised Offer Document should be followed so that the TTE instruction settles no later than 3.00 p.m. (Dublin time) on 14 October 2009.
If you have any questions relating to the procedure for acceptance of the Increased Cash Offer, please telephone Capita Registrars between 9.00 a.m. and 5.00 p.m. (Dublin time), Monday to Friday (except Irish public holidays) on 01-8102400 from within Ireland or on +353 1 8102400 if outside Ireland. Calls to the helpline from outside Ireland 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 Increased Cash Offer nor give any personal financial, legal or tax advice.
4. General
The Increased Cash Offer will initially be open for acceptance until 3.00 p.m. (Dublin time) on 14 October 2009. Carbon Acquisition Company reserves the right (but will not be obliged, other than as required by the Irish Takeover Panel) at any time and from time to time to extend the Increased Cash Offer after such time.
Although no revision is envisaged, if the Increased Cash Offer is revised it will remain open for acceptance for a period of at least 14 calendar days (or such other period as may be permitted by the Irish Takeover Panel) following the date on which written notice of the revision is despatched to EcoSecurities Shareholders. Except with the consent of the Irish Takeover Panel, no revision of the Increased Cash Offer may be made after 31 October 2009 or, if later, the date 14 calendar days before the last date on which the Increased Cash Offer can become unconditional.
The Increased Cash Offer, whether revised or not, will not (except with the consent of the Irish Takeover Panel) be capable of becoming unconditional after 5.00 p.m. (Dublin time) on 14 November 2009 (or any other time and/or date beyond which Carbon Acquisition Company has stated that the Increased Cash Offer will not be extended and has not, where permitted, withdrawn that statement), nor of being kept open for acceptances after that time and/or date unless the Increased Cash Offer has previously become unconditional, provided that Carbon Acquisition Company reserves the right, with the permission of the Irish Takeover Panel, to extend the Increased Cash Offer to any later time(s) and/or date(s). Except with the consent of the Irish Takeover Panel, Carbon Acquisition Company may not, for the purposes of determining whether the acceptance condition has been satisfied, take into account acceptances received or purchases of EcoSecurities Shares made after 1.00 p.m. (Dublin time) on 14 November 2009 (or any other time(s) and/or date(s) beyond which Carbon Acquisition Company has stated that the Increased Cash Offer will not be extended and has not, where permitted, withdrawn that statement) or, if the Increased Cash Offer is so extended, such later time(s) and/or date(s) as Carbon Acquisition Company, with the permission of the Irish Takeover Panel, may determine.
If the Increased Cash Offer becomes unconditional, it will remain open for acceptance for not less than 14 calendar days from the date on which it would otherwise have expired. If the Increased Cash Offer has become unconditional and it is stated by or on behalf of Carbon Acquisition Company that the Increased Cash Offer will remain open until further notice, then not less than 14 calendar days' notice in writing will be given prior to the closing of the Increased Cash Offer by or on behalf of Carbon Acquisition Company to those EcoSecurities Shareholders who have not accepted the Increased Cash Offer.
The Increased Cash Offer will be governed by Irish law and will be subject to the applicable requirements of the Irish Takeover Rules, the Irish Takeover Panel, the AIM Rules and the London Stock Exchange.
Carbon Acquisition Company reserves the right at its discretion to effect the Increased Cash Offer as a scheme of arrangement under section 201 of the Act, subject to the consent of the Irish Takeover Panel. In such event, the Increased Cash Offer will be implemented on the same terms (subject to appropriate amendments), so far as is applicable, as those which apply to the Increased Cash Offer.
The bases of calculations and sources of information in this announcement are as set out in the announcement of the Original Cash Offer on 14 September 2009.
Enquiries
For further information contact:
| J.P. Morgan plc | |
| David Wells | Tel: +44 (0) 20 7325 8504 |
| J.P. Morgan plc (M&A) (Financial adviser to Carbon Acquisition Company) | |
| Eamon Brabazon | Tel: +44 (0) 20 7742 4000 |
| Tilman Pohlhausen | Tel: +44 (0) 20 7742 4000 |
| Alex Garner | Tel: +44 (0) 20 7588 2828 |
Further information
Terms defined in the Original Offer Document have the same meanings when used in this announcement.
This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.
This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Increased Cash Offer or otherwise. The Increased Cash Offer will be subject to the conditions and certain further terms of the offer as described in this announcement and to the full terms and conditions to be set out in the Revised Offer Document and in the Revised Form of Acceptance. The Revised Offer Document will include details of how to accept the Increased Cash Offer. Any acceptance or other response to the Increased Cash Offer should be made only on the basis of the information contained in the Revised Offer Document and in the Revised Form of Acceptance. EcoSecurities Shareholders are strongly advised to read the formal documentation in relation to the Increased Cash Offer carefully once it has been dispatched as it will contain important information.
The Carbon Acquisition Company Responsible Persons accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Carbon Acquisition Company Responsible Persons (who have 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..
J.P. Morgan plc which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Carbon Acquisition Company in connection with the Increased Cash Offer and no-one else and will not be responsible to anyone other than Carbon Acquisition Company for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in relation to the Increased Cash Offer or any other matters referred to in this announcement.
Overseas Jurisdictions
Unless otherwise determined by Carbon Acquisition Company and subject to any dispensation required by the Irish Takeover Panel, the Increased Cash Offer will not be made, directly or indirectly, in or into Australia, Canada, South Africa or Japan or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission, telex or telephone) or inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of Australia, Canada, South Africa or Japan, and the Increased Cash Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Australia, Canada, South Africa or Japan. Accordingly, copies of this announcement are not being, will not be and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from Australia, Canada, South Africa or Japan, and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from Australia, Canada, South Africa or Japan. Doing so may render invalid any purported acceptance of the Increased Cash Offer. Any persons (including custodians, nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or send this announcement, the Revised Offer Document, the Revised Form of Acceptance or any related document outside the United Kingdom or Ireland or to any overseas person should seek appropriate advice before doing so. Further details in relation to overseas EcoSecurities Shareholders will be contained in the Revised Offer Document.
The availability of the Increased Cash Offer to persons who are not resident in Ireland or the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in Ireland or the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. The release, publication or distribution of this announcement in jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Ireland and the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with Irish law and the Irish Takeover Rules 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 Ireland.
Any persons (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intend to, or who may be under a contractual or legal obligation to, forward this announcement and/or the Revised Offer Document and/or any other related document to any jurisdiction outside Ireland and the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
In accordance with Irish law and subject to applicable regulatory requirements, Carbon Acquisition Company or persons acting in concert with it or their nominees or brokers (acting as agents) may make purchases of, or arrangements to purchase, EcoSecurities Shares outside of the United States, other than pursuant to the Increased Cash Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. These purchases, or arrangements to purchase, shall comply with applicable rules in Ireland, the Irish Takeover Rules and the AIM Rules. Any information about such purchases will be disclosed as required in Ireland and under applicable regulatory requirements.
Further details in relation to overseas shareholders will be contained in the Revised Offer Document.
Forward-looking statements
This announcement includes "forward-looking statements" concerning EcoSecurities and Carbon Acquisition Company. These statements are based on the current expectations of the management of Carbon Acquisition Company and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements involve risk, assumptions and uncertainty because they relate to events and depend on circumstances that will occur in the future. Many of these risks, assumptions and uncertainties relate to factors that are beyond Carbon Acquisition Company's ability to control or estimate precisely, including, but not limited to, the satisfaction of the terms and conditions to the Increased Cash Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Carbon Acquisition Company does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of EcoSecurities, all "dealings" in any "relevant securities" of EcoSecurities (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Increased Cash Offer becomes, or is declared, unconditional as to acceptances or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of EcoSecurities, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of EcoSecurities by Carbon Acquisition Company or EcoSecurities, or by any of their respective "associates" must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 (0)1 678 9020; fax number+353 (0)1 678 9289.
General
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended), if you are resident in Ireland or, if you are taking advice in the UK, is authorised under the Financial Services and Markets Act 2000 or, if you are taking advice in a territory outside Ireland or the UK, from another appropriately authorised independent financial adviser.