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23 Jul 2009 07:00
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
Posting of Offer Document
in respect of
Cash Offer by
Guanabara Holdings
for
EcoSecurities Group plc
Further to its announcement of 16 July 2009, Guanabara Holdings BV ("Guanabara") today announces that the offer document containing details in relation to its cash offer for EcoSecurities Group Plc ("EcoSecurities") was posted to shareholders yesterday evening, 22 July 2009.
In the document, outlining a Cash Offer of 77 pence per EcoSecurities Share, Guanabara reiterates the following points:
Benefits for EcoSecurities shareholders:
This is an all cash offer.
The offer price represents a significant premium of 69.2% to the closing price of 45.5 pence per 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. It also represents a premium of approximately 141.0 % to 32 pence being the Volume Weighted Average Trading Price over the six month period to 5 June 2009.
The offer provides shareholders with the certainty of a cash exit at a significant premium - in contrast to the considerable uncertainties that continue to overshadow the carbon credit aggregators and carbon trading markets, both during this current phase and after 2012.
Current Trading and Regulatory Environment facing Guanabara:
At present, Guanabara is of the view that EcoSecurities suffers from the combined effects of the economic recession, a general decline in stock markets, and continuing uncertainties around the policies affecting carbon markets.
Guanabara is of the view that the continuous setbacks created by the convoluted carbon credit regulations and the inefficiencies of the UNFCCC Clean Development Mechanism have led to project registration delays, delayed carbon credit issuance and poor portfolio performance for all companies in the carbon sector, including EcoSecurities.
More specifically, carbon credit companies have been facing increasing delivery risk in their portfolios due to delays in the CDM cycle and higher financing risk in the projects, as demonstrated in a series of write-offs and reclassifications in the portfolios of a number of significant participants in these markets.
Furthermore, there has been a significant reduction in the prices of both European Allowances and Certified Emission Reductions and the European Climate Exchange CER futures contracts shows a declining forward curve between 2009 and 2011 deliveries.
At the same time, approximately 65% of EcoSecurities pre-2012 CER portfolio is not forward sold, making EcoSecurities overly dependent on future CER prices.
These issues have negatively affected the EcoSecurities share price, which has not performed well since it peaked in 2007.
In addition, Guanabara understands that EcoSecurities is still in the process of identifying and recruiting a new CEO, and in Guanabara's view, this makes it less well equipped to deal with current difficulties.
The Cash Offer is open for acceptance until 11.00 a.m. on 20 August 2009.
The Offer Document is available for inspection at the offices of A&L Goodbody, North Wall Quay, IFSC, Dublin 1, Ireland and will remain available for inspection at such address for the duration of the Cash Offer.
Shareholders wanting copies of the document should contact:
Marc Monasch, Dresdner Kleinwort, PO Box 52715, 30 Gresham Street, London EC2P 2XY, United Kingdom
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Enquiries: |
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Guanabara B.V. |
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Dr Pedro Moura Costa |
Tel: +44 77 1116 1149 |
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Dresdner Kleinwort Limited: Financial Adviser to Guanabara |
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Marc Monasch |
Tel: +44 207 475 5385 |
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Noble & Company: Corporate Broker to Guanabara Peter Tracey |
Tel: +44 207 763 2314 |
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James Staveley |
Tel: +44 207 763 2317 |
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Maitland: PR adviser to Guanabara |
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Neil Bennett |
Tel: +44 207 379 5151 |
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Rowan Brown |
Tel: +44 207 379 5151 |
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Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting as sole financial adviser to Guanabara and no one else in connection with the 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 affording advice in relation to the transaction or any other matter 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 Cash Offer and will not be responsible to anyone other than Guanabara for providing the protections afforded to clients of Noble & Company or for affording advice in relation to the transaction or any other matter referred to herein.
Terms defined in the Offer Document issued yesterday have the same meaning in this announcement unless otherwise stated.
The availability of the 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 Cash Offer will not be made, directly or indirectly, in or into Australia, Canada, Japan, South Africa or any other jurisdiction where it would be unlawful to do so, or by use of the mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Cash Offer will not be capable of acceptance by any such means, instrumentality or facility from or within Australia, Canada, Japan, South Africa or any other jurisdiction where it would be unlawful to do so. Accordingly, copies of this announcement and all other documents relating to the Cash Offer are not being, and must both be, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan, South Africa or any other 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 Cash Offer. Notwithstanding the foregoing restrictions, Guanabara reserves the right to permit the 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.
This announcement has been prepared for the purposes of complying with Irish law, the rules of the AIM and the 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 and regulations of any jurisdiction outside of Ireland.
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities. Any response in relation to the Cash Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Cash Offer is made.
The directors of Guanabara accept responsibility for all the information contained in this announcement, save that the only responsibility accepted by them in respect of information in this announcement relating to the EcoSecurities Group which has been compiled from public sources is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, 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 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.
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 commenced the Offer Period in respect of the Cash Offer.
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