Eco (atlantic) Regulatory News (ECO)

15 Sep 2009 17:24



For immediate release

15 September 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Recommended CASH OFFER 

FOR 

EcoSecurities GROUP plc

BY

CARBON ACQUISITION COMPANY LTD

POSTING OF OFFER DOCUMENT

Summary

On 14 September 2009, the boards of directors of Carbon Acquisition Company Ltd ("Carbon Acquisition Company"), a wholly owned, indirect subsidiary of JPMorgan Chase & Co., and EcoSecurities Group plc ("EcoSecurities") announced that they had reached agreement on the terms of a recommended cash offer of 100 pence per EcoSecurities Share for the entire issued and to be issued share capital of EcoSecurities to be made by Carbon Acquisition Company (the "Offer").

Carbon Acquisition Company announces that it is posting today to EcoSecurities Shareholders (and, for information only, participants in the EcoSecurities Share Option Schemes) the offer document (the "Offer Document") containing the full terms and conditions of the Offer together with the Form of Acceptance.

Procedure for acceptance of the Offer

To accept the Offer in respect of EcoSecurities Shares held in certificated form, the relevant Form of Acceptance should be completed, signed and returned in accordance with the instructions set out in the 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 Offer in respect of EcoSecurities Shares held in uncertificated form (that is, in CREST), the Form of Acceptance should be completed, signed and returned in accordance with the instructions set out in the 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 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 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 Offer nor give any personal financial, legal or tax advice. 

Copies of the Offer Document and the Form of Acceptance are available for inspection at the offices of William Fry, Fitzwilton House, Wilton Place, Dublin 2, Ireland and at the offices of Matheson Ormsby Prentice, 70 Sir John Rogerson's Quay, Dublin 2, Ireland during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) while the Offer remains open for acceptance. Additional Forms of Acceptance are available from Capita Registrars.

Enquiries

For further information contact:

Further information

Terms defined in the Offer Document have the same meanings when used in this announcement.

The availability of the Offer to persons outside Ireland and the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. The 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 Offer.  Notwithstanding the foregoing restrictions, Carbon Acquisition Company reserves the right to permit the 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.

The Carbon Acquisition Company Responsible Persons accept responsibility for the information contained in this announcement, other than that relating to EcoSecurities, the EcoSecurities Group and the directors of EcoSecurities and the recommendation and related opinions of the directors of EcoSecurities 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 for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 

The directors of EcoSecurities accept responsibility for the information contained in this announcement relating to EcoSecurities and the EcoSecurities Group and the directors of EcoSecurities. To the best of the knowledge and belief of the directors of EcoSecurities (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.

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 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 Offer or any other matters referred to in this announcement.

RBS Hoare Govett Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for EcoSecurities and for no-one else in connection with the Offer and will not be responsible to anyone other than EcoSecurities for providing the protections afforded to clients of RBS Hoare Govett Limited or for providing advice in relation to the Offer or any other matters referred to in this announcement.

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

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 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.