Eco (atlantic) Regulatory News (ECO)

14 Sep 2009 08:00



For immediate release

14 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

Summary

approximately 11 per cent. to the revised Guanabara Offer Price of 90 pence for each EcoSecurities Share announced on 1 September 2009;

approximately 120 per cent. to the Closing Price of 45.5 pence for each EcoSecurities Share on 4 June 2009, the last Business Day prior to the commencement of the Offer Period; and

approximately 185 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.

Carbon Acquisition Company has received irrevocable undertakings to accept (or procure the acceptance of) the 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:

The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and CSI will remain binding in the event of a competing offer being made for EcoSecurities. Further details of these irrevocable undertakings are set out in Appendix 3.

Following this announcement, J.P. Morgan Ventures Energy Corporation may and intends to make market purchases of EcoSecurities Shares at up to the Offer price.

The Offer will be subject to the conditions and certain further terms of the Offer set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Acceptance. The Offer Document setting out the full terms and conditions of the Offer and the Form of Acceptance will be posted shortly to EcoSecurites Shareholders. The bases of calculations and sources of information contained in this announcement are set out in Appendix 2. Details of the irrevocable undertakings received by Carbon Acquisition Company are set out in Appendix 3. The definitions of certain terms used in this announcement are set out in Appendix 4.

Press enquiries

For further information contact:

Further Information

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 Offer or otherwise.  The Offer will be subject to the conditions and certain further terms of the offer set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document and in the Form of Acceptance. The Offer Document will include details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and in the Form of Acceptance.  EcoSecurities Shareholders are strongly advised to read the formal documentation in relation to the 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, other than that relating to EcoSecurities, the EcoSecurities Group and the directors of EcoSecurities and members of their immediate families, related trusts and persons connected with them 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 and members of their immediate families, related trusts and persons connected with them.  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.

Overseas Jurisdictions

Unless otherwise determined by Carbon Acquisition Company and subject to any dispensation required by the Irish Takeover Panel, the 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 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 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 Offer Document, the 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 Offer Document.

The availability of the 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 summary and the attached 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 summary and the attached announcement have 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 summary and the attached announcement and/or the 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 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 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 EcoSecurities and 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 or EcoSecurities' ability to control or estimate precisely, including, but not limited to, the satisfaction of the terms and conditions to the 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. Neither EcoSecurities nor Carbon Acquisition Company 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 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

This summary should be read in conjunction with the full text of this announcement.  Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Offer; Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement; Appendix 3 to this announcement contains details of irrevocable undertakings obtained by Carbon Acquisition Company; and Appendix 4 to this announcement contains definitions of certain expressions used in this summary and in this announcement.

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.

For immediate release 

14 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

1. Introduction

The boards of directors of both Carbon Acquisition Company Ltd ("Carbon Acquisition Company"), a wholly owned, indirect subsidiary of JPMorgan Chase & Co., and EcoSecurities Group plc ("EcoSecurities") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of EcoSecurities to be made by Carbon Acquisition Company (the "Offer").

2. The Offer

The Offer, which is on the terms and subject to the conditions set out in Appendix 1 to this announcement and is subject to the further terms set out in the Offer Document and the Form of Acceptance, is being made on the following basis:

for each EcoSecurities Share 100 pence in cash

The Offer values EcoSecurities' entire issued and to be issued share capital at approximately £122.9 million.

3. Recommendation

The EcoSecurities Directors, who have been so advised by RBS Hoare Govett Limited, consider the terms of the Offer to be fair and reasonable. In providing its advice, RBS Hoare Govett Limited has taken into account the commercial assessments of the EcoSecurities Directors. Accordingly, the EcoSecurities Directors unanimously recommend that EcoSecurities Shareholders accept the Offer, as the EcoSecurities Directors (who are EcoSecurities Shareholders) have irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of EcoSecurities Shares as set out in paragraph 11 and Appendix 3.

4. Background to and reasons for the recommendation

On 4 August 2009, EcoSecurities announced the Interim Results in which EcoSecurities reported its first period of profitability.

The board of EcoSecurities considered the Interim Results had built on the strong financial and operational progress achieved by EcoSecurities and its subsidiaries in previous years, despite the effects of the economic recession and continuing uncertainties around policies affecting the carbon markets. Furthermore, EcoSecurities' visibility of revenues, its reduced cost base and strong balance sheet was such that the board considered that EcoSecurities and its subsidiaries to be well positioned for the future.

Notwithstanding the board of EcoSecurities' confidence in the current position and future prospects for EcoSecurities and its subsidiaries, the offer by Carbon Acquisition Company is such that the board of EcoSecurities considers, taking into account other approaches made to EcoSecurities, that EcoSecurities Shareholders should have the opportunity to realise their investment in EcoSecurities given:

the Offer price of 100 pence per EcoSecurities Share represents an attractive premium of approximately 11 per cent. to the revised Guanabara Offer Price announced on 1 September 2009;

the Offer price of 100 pence per EcoSecurities Share represents an attractive premium of approximately 120 per cent. to the closing EcoSecurities share price on 4 June 2009, being the last dealing day prior to the commencement of the Offer Period; and

the Offer provides EcoSecurities Shareholders with certainty of liquidity and value at an attractive level.

In addition, the board of EcoSecurities notes the comments made by Carbon Acquisition Company in the paragraph below entitled "Management and employees". Furthermore, the board of EcoSecurities welcomes the expected involvement of the current EcoSecurities' management team and also recognises the benefits and attractive opportunities available to the employees of EcoSecurities following completion of the acquisition by Carbon Acquisition Company. 

Against this background, the board of EcoSecurities consider the terms of the Offer to be fair and reasonable and that it provides EcoSecurities Shareholders with the opportunity to realise, in cash, their investment in EcoSecurities.

5. Background to and reasons for the Offer

The acquisition of EcoSecurities represents an indirect principal investment for JPMorgan Chase & Co.. Carbon Acquisition Company has noted EcoSecurities' development and success to date in realising value from sourcing, developing and trading emission reductions.  EcoSecurities Shareholders would benefit from an attractive price in cash.

6. Information on EcoSecurities

EcoSecurities is involved in the business of sourcing, developing and trading carbon credits. EcoSecurities structures and guides greenhouse gas emission reduction projects through the project cycle, working with both project developers and buyers of carbon credits.

EcoSecurities has a network of offices and representatives in over 25 countries on six continents.

For the financial year ended 31 December 2008, EcoSecurities reported revenues of €69.5 million and a loss of €32.2 million. As at 31 December 2008, total assets were €98.7 million and shareholders' equity was €72.4 million.

On 4 August 2009, EcoSecurities announced the Interim Results for the six months to 30 June 2009 which reported revenues of €60.0 million and a profit before tax of €1.1 million. As at 30 June 2009, total assets were €85.5 million, shareholders' equity was €74.0 million and net cash was €55.3 million.

7. Information on Carbon Acquisition Company, J.P. Morgan Ventures Energy Corporation and JPMorgan Chase & Co.

Carbon Acquisition Company

Carbon Acquisition Company is a private company limited by shares incorporated in Jersey on 10 September 2009. Carbon Acquisition Company has not traded prior to the date of this announcement (except for the purpose of entering into transactions relating to the Offer). Carbon Acquisition Company is a wholly owned, direct subsidiary of J.P. Morgan Ventures Energy Corporation which is in-turn a wholly owned, indirect subsidiary of JPMorgan Chase & Co..

J.P. Morgan Ventures Energy Corporation

J.P. Morgan Ventures Energy Corporation is a Delaware incorporated, wholly owned subsidiary of JPMorgan Chase & Co.. J.P. Morgan Ventures Energy Corporation provides commodity risk management solutions in both the physical and financial markets to clients across all commodity classes (agricultural products, metals and energy) and trades and holds physical commodities. J.P. Morgan Ventures Energy Corporation is an active participant in the markets for greenhouse gas allowances. Its directors are John Anderson, Dan Hines, Ben Lopata and Paul Posoli.

JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.1 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan, Chase, and WaMu brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

8. Management and employees

Carbon Acquisition Company considers that the experience and market knowledge of the EcoSecurities management team and the relationships developed with customers and suppliers are important for the continuing success of EcoSecurities. Carbon Acquisition Company believes that the acquisition will provide a platform for its growth aspirations in the carbon offset markets and attractive opportunities for EcoSecurities' employees and management, and looks forward to finalising arrangements in this regard. Carbon Acquisitions Company believes that EcoSecurities is appropriately staffed for its market opportunities and has no specific plans to make any changes at the date of this announcement. Carbon Acquisition Company expects the current management team to be directly involved in formulating the integration, marketing and growth strategies in the future. Carbon Acquisition Company will conduct a review process to assess how best to take advantage of the marketing and growth strategies in the future. This will include assessing an appropriate integration strategy and identifying synergies. Carbon Acquisition Company has given assurances to the EcoSecurities Board that the existing rights, including pension rights, of the employees of EcoSecurities will be fully safeguarded as required by applicable law and the relevant employment contracts.

9. EcoSecurities Share Option Schemes

The Offer will extend to any EcoSecurities Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as Carbon Acquisition Company may, with the consent of the Irish Takeover Panel or in accordance with the Irish Takeover Rules, decide) including such EcoSecurities Shares allotted or issued as a result of the exercise of options granted under the EcoSecurities Share Option Schemes.

It is intended that appropriate proposals will be made to EcoSecurities Optionholders.

10. Current trading and prospects of EcoSecurities

On 4 August 2009, EcoSecurities announced the Interim Results for the six months to 30 June 2009.

The Interim Results contained the following outlook statement:

"Portfolio issuances currently anticipated for 2009 remain in line with the Board of EcoSecurities' expectations.

As a result of EcoSecurities' policy of hedging a significant portion of its pre-2012 CER portfolio and as a result of the ongoing cost control measures, the Group is resilient to a period of weak CER prices and is also well positioned to take advantage of the potential recovery in CER pricing in the later stages of the first commitment period of the Kyoto Protocol.

EcoSecurities remains well placed to capture the further growth opportunities which the board believes will be presented by the continuing evolution of the global carbon market."

On 14 September 2009, EcoSecurities released an announcement noting the temporary suspension of SGS United Kingdom Ltd as a designated operational entity. The announcement contained the following statement:

"SGS are one of a number of the Designated Operational Entities ("DOE") used by EcoSecurities to validate and verify registrations and issuances from its portfolio of CDM projects. EcoSecurities has appointed SGS as DOE in respect of:

7 projects which are currently being verified comprising approximately 370,000 CERs; and

7 projects which are currently being validated comprising approximately 2.5 million CERs in the net pre-2012 portfolio.

Bruce Usher, CEO, EcoSecurities stated: "While this situation is unfortunate for the CDM, the effect on EcoSecurities is not expected to be significant due to the small number of projects and the related portfolio CERs that SGS is working on for EcoSecurities. The board of EcoSecurities is confident that the Company will manage the impact of SGS's temporary suspension.""

The board of EcoSecurities confirms that there has been no material change to EcoSecurities' prospects.

11. Irrevocable undertakings

The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and CSI will remain binding in the event of a competing offer being made for EcoSecurities. Further details of these irrevocable undertakings are set out in Appendix 3.

12. Financing of the Offer

The cash consideration payable by Carbon Acquisition Company under the terms of the Offer is being funded using existing resources from within the Wider Carbon Acquisition Company Group. 

J.P. Morgan plc, financial adviser to Carbon Acquisition Company, is satisfied that the necessary resources are available to Carbon Acquisition Company to enable it to satisfy full acceptance of the Offer.

13. Expense reimbursement agreement

EcoSecurities and Carbon Acquisition Company have entered into an agreement, the terms of which have been approved by the Irish Takeover Panel, which contains certain obligations in relation to the implementation of the Offer. In particular, the agreement contains the terms summarised below. 

EcoSecurities will pay Carbon Acquisition Company an amount equal to its specific, quantifiable third party costs and expenses (up to a maximum amount equal to one per cent. of the total value of the entire issued share capital of the Company ascribed by the Offer) if, following this announcement, the Offer is withdrawn or lapses in accordance with its terms, and before such withdrawal or lapse:

Matheson Ormsby Prentice, legal adviser to EcoSecurities, on behalf of RBS Hoare Govett Limited, financial adviser to EcoSecurities, has confirmed in writing to the Irish Takeover Panel that, in the opinion of the EcoSecurities Directors and RBS Hoare Govett Limited, the agreement is, in the context of the Offer, in the best interests of the EcoSecurities Shareholders. Further information relating to the agreement will be set out in the Offer Document.

14. Compulsory acquisition, cancellation of admission to trading on AIM and re-registration 

Upon the Offer becoming or being declared unconditional in all respects and subject to a sufficient level of acceptances having been received, it is the intention of Carbon Acquisition Company to apply the provisions of section 204 of the Act to acquire compulsorily any remaining EcoSecurities Shares on the same terms as the Offer.

It is intended that, upon the Offer becoming or being declared unconditional in all respects and subject to sufficient acceptances of the Offer being received and the applicable requirements of the London Stock Exchange and the AIM Rules, Carbon Acquisition Company will procure that EcoSecurities applies to the London Stock Exchange for cancellation of the admission to trading of the EcoSecurities Shares on AIM. Following cancellation of the admission to trading of the EcoSecurities Shares on AIM, Carbon Acquisition Company also intends to re-register EcoSecurities as a private company under the relevant provisions of the Companies Acts.

The cancellation of the admission to trading of the EcoSecurities Shares on AIM would result in the remaining EcoSecurities Shareholders becoming minority shareholders in a privately controlled unlisted company. This would significantly reduce the liquidity and marketability of any EcoSecurities Shares not assented to the Offer. In this event, EcoSecurities Shareholders may be unable to sell their EcoSecurities Shares and there can be no certainty that any dividends or other distributions will be made by EcoSecurities or that the EcoSecurities Shareholders will again be offered as much as the price offered for the EcoSecurities Shares held by them pursuant to the terms of the Offer.

15. Disclosure of interests in EcoSecurities Shares

As at 11 September 2009, being the last Business Day prior to this announcement, the following persons who are deemed to be acting in concert with Carbon Acquisition Company were interested in relevant securities of EcoSecurities:

Following this announcement, J.P. Morgan Ventures Energy Corporation may and intends to make market purchases of EcoSecurities Shares at up to the Offer price. 

Save as disclosed in this paragraph and save for the irrevocable undertakings referred to in paragraph 11 above, as at 11 September 2009, the last practicable 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. 

In view of the requirement of confidentiality and therefore the availability to Carbon Acquisition Company of all relevant persons who are presumed to be acting in concert with Carbon Acquisition Company to provide information, it has not been possible to ascertain all of the interest and dealings in relevant securities of EcoSecurities of all relevant persons who are presumed to be acting in concert with Carbon Acquisition Company for the purposes of the Offer. Any such additional interest(s) or dealing(s) will be discussed with the Irish Takeover Panel and, as necessary, will be announced if requested by the Irish Takeover Panel.

16. Overseas Shareholders 

The availability of the Offer to EcoSecurities Shareholders who are not resident in Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Persons who are not resident in Ireland or the United Kingdom should inform themselves about, and observe, applicable legal or regulatory requirements in their jurisdiction.

17. Offer Document and Form of Acceptance

The Offer Document setting out in full the terms and conditions of the Offer and the Form of Acceptance will shortly be posted to EcoSecurities Shareholders and, for information purposes, to EcoSecurities Optionholders.

18. General

The 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 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 Offer will be implemented on the same terms (subject to appropriate amendments), so far as is applicable, as those which apply to the Offer.

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement shall be available to EcoSecurities employees on EcoSecurities' website (www. ecosecurities.com).

The Offer will be subject to the conditions and certain further terms of the Offer set out in Appendix 1.  The bases of calculations and sources of information contained in this announcement are set out in Appendix 2.  Details of the irrevocable undertakings received by Carbon Acquisition Company are set out in Appendix 3. The definitions of certain terms used in this announcement are set out in Appendix 4.

Further Information

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 Offer or otherwise.  The Offer will be subject to the conditions and certain further terms of the offer set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document and in the Form of Acceptance. The Offer Document will include details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and in the Form of Acceptance.  EcoSecurities Shareholders are strongly advised to read the formal documentation in relation to the 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, other than that relating to EcoSecurities, the EcoSecurities Group and the directors of EcoSecurities and members of their immediate families, related trusts and persons connected with them 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 and members of their immediate families, related trusts and persons connected with them.  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.

Overseas Jurisdictions

Unless otherwise determined by Carbon Acquisition Company and subject to any dispensation required by the Irish Takeover Panel, the 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 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 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 Offer Document, the 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 Offer Document.

The availability of the 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 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 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 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 EcoSecurities and 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 or EcoSecurities' ability to control or estimate precisely, including, but not limited to, the satisfaction of the terms and conditions to the 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. Neither EcoSecurities nor Carbon Acquisition Company 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 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

Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Offer; Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement; Appendix 3 to this announcement contains details of irrevocable undertakings obtained by Carbon Acquisition Company; and Appendix 4 to this announcement contains definitions of certain expressions used in this announcement.

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.

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART 1

CONDITIONS OF THE OFFER

The Offer will comply with the Irish Takeover Rules, and where relevant the rules and regulations of AIM and will be subject to the terms and conditions set out below and to be set out in the Offer Document (and the Form of Acceptance). 

PART 2  

CERTAIN FURTHER TERMS OF THE OFFER

The EcoSecurities Shares will be acquired by Carbon Acquisition Company free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching thereto including the right to receive in full all dividends and other distributions declared, paid or made after the date of this announcement.

Unless otherwise determined by Carbon Acquisition Company and subject to any dispensation required by the Irish Takeover Panel, the Offer will not be made, directly or indirectly, in or into Canada, Australia, 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 Canada, Australia, South Africa or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia, 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 Canada, Australia, 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 Canada, Australia, South Africa or Japan. Doing so may render invalid any purported acceptance of the 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 Offer Document, the 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 Offer Document.

The provisions referred to in the previous paragraph may be waived or varied by Carbon Acquisition Company in its sole discretion as regards specific EcoSecurities Shareholders or generally.

APPENDIX 2

Sources of information and bases of calculations

APPENDIX 3

Details of irrevocable undertakings

Carbon Acquisition Company has received irrevocable undertakings given by the EcoSecurities Directors (who are EcoSecurities Shareholders) (and their families and related trusts), Marc Stuart (and his family and related trusts) and CSI, in respect of, in aggregate, 23,536,621 EcoSecurities Shares, representing 19.91 per cent. of the issued share capital of EcoSecurities.

The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and CSI will lapse upon the withdrawal or lapse of the Offer but will remain binding in the event of a competing offer being made for EcoSecurities.

The EcoSecurities Directors (who are EcoSecurities Optionholders) have also irrevocably undertaken to accept (or procure the acceptance of) the Offer in respect of any EcoSecurities Shares to which they become beneficially entitled as a result of the exercise of options (other than any tax approved options) over EcoSecurities Shares.

APPENDIX 4

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise: