Last checked at 12 Oct 2009 17:00
Guanabara Holdings B.V.
12 October 2009
Not for release, publication or distribution, in whole or in part,
in or into or from Australia, Canada, Japan, South Africa
or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
Lapse of offer
by Guanabara Holdings B.V. for EcoSecurities Group plc (EcoSecurities)
and announcement of level of acceptances
The Board of Guanabara Holdings B.V. (Guanabara) announces that its increased cash offer of 90 pence per EcoSecurities Share (the Increased Cash Offer) has not become unconditional as to acceptances by 1.00 p.m. on 12 October 2009.
Guanabara has concluded that it cannot justify an offer in excess of the current offer from Carbon Acquisition Company Limited at 105p per share in cash. The Increased Cash Offer has lapsed with immediate effect and is no longer capable of acceptance. All acceptances of the Increased Cash Offer received to date are void.
Level of Acceptances
Guanabara announces that, as at 1:00 pm on 12 October 2009, being the revised closing date of the Increased Cash Offer, valid acceptances of the Increased Cash Offer had been received in respect of a total of 14,681,311 EcoSecurities Shares (representing approximately 12.42 per cent of the issued share capital of EcoSecurities).
This amount includes acceptances in respect of 12,014,000 EcoSecurities Shares held by First Island Trustees Limited representing approximately 10.17 per cent of the issued share capital of EcoSecurities, 2,498,840 EcoSecurities Shares held by BTG Absolute Return Master Fund L.P. representing approximately 2.11 per cent of the issued share capital of EcoSecurities and 130,000 EcoSecurities Shares held by Henrique Carlos De Moura Costa representing 0.11 per cent of the issued share capital of EcoSecurities. First Island Trustees Limited, BTG Absolute Return Master Fund L.P. and Henrique Carlos De Moura Costa are acting in concert with Guanabara.
Enquiries
| Guanabara | ||
| Dr Pedro Moura Costa | Tel: | +44 77 1116 1149 |
| Dresdner Kleinwort Limited: Financial Advisor to Guanabara | ||
| Marc Monasch | Tel: | +44 207 475 5385 |
| Noble & Company: Corporate Broker to Guanabara | ||
| Peter Tracey | Tel: | +44 207 763 2314 |
| James Staveley | Tel: | +44 207 763 2317 |
| Maitland: PR Advisor to Guanabara | ||
| Neil Bennett | Tel: | +44 207 379 5151 |
| Rowan Brown | Tel: | +44 207 379 5151 |
Holdings and Dealings
Interests or Short Positions in Relevant Securities
Guanabara, and those persons deemed to be acting in concert with Guanabara, have the following interests in Relevant Securities of EcoSecurities:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| First Island Trustees Limited (on behalf of the Mayanna Trust) | 12,014,000 | 10.17 % | Trustee holding for benefit of the Mayanna Trust |
| Henrique Carlos de Moura Costa, father of Dr. Pedro Moura Costa | 130,000 | 0.11% | Legal and beneficial ownership |
| BTG Absolute Return Master Fund L.P. | 2,498,840 | 2.11% | Legal and beneficial ownership |
Mauricio Moura Costa, brother of Dr Pedro Moura Costa, is the legal and beneficial owner of 100,000 options over EcoSecurities Shares under the EcoSecurities Share Option Schemes (vesting 2/10/2009 subject to performance conditions, date of lapse 2/10/2016, exercise price GBP 1.70).
The interests in Relevant Securities of EcoSecurities (all of which are beneficial unless otherwise stated) of the directors of Guanabara (and, for the purposes of Chapter 1 of Part IV of the Companies Act, 1990, the interests of persons whose interests would be treated as interests of the directors including their respective spouses, minor children and related trusts) are as follows:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| Dr. Pedro Moura Costa | 12,014,000 | 10.17 % | Beneficiary of the Mayanna Trust |
At the close of business on 4 June 2009, being the last Business Day prior to the commencement of the Offer Period, the following persons acting in concert with Guanabara had the following interests in Relevant Securities of EcoSecurities:
| Name | Number of EcoSecurities Shares In which interested | % of issued share capital of EcoSecurities | Nature of Interest |
| First Island Trustees Limited (on behalf of the Mayanna Trust) | 12,014,000 | 10.17 % | Trustee holding for benefit of the Mayanna Trust |
| Henrique Carlos de Moura Costa, father of Dr. Pedro Moura Costa | 130,000 | 0.11% | Legal and beneficial ownership |
At the close of business on 4 June 2009 being the last Business Day prior to the commencement of the Offer Period, Mauricio Moura Costa, brother of Dr Pedro Moura Costa, was the legal and beneficial owner of 100,000 options over EcoSecurities Shares under the EcoSecurities Share Option Schemes on the terms referred to above. BTG Absolute Return Master Fund L.P. has acquired 2,498,840 EcoSecurities Shares, representing approximately 2.11 per cent of the issued share capital of EcoSecurities, during the Offer Period.
Save as referred to above, no acceptances of the Increased Cash Offer have been received from persons acting in concert with Guanabara and neither Guanabara nor any person acting in concert with Guanabara held any interests in Relevant Securities of EcoSecurities prior to the commencement of the Offer Period nor have they acquired or agreed to acquire any interests in Relevant Securities of EcoSecurities during the Offer Period.
General
The definitions of certain expressions used in this announcement are contained in the Revised Offer Document dated 4 September 2009.
The availability of the Increased Cash Offer to persons outside Ireland may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. The Increased Cash Offer is not being made, directly or indirectly, in or into or from or by use of the mails of or by any means of instrumentality (including, without limitation, telephonically or electronically) of inter-state or foreign commerce of or any facilities of a national securities exchange of any jurisdiction where it would be unlawful to do so. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may invalidate any related purported acceptance of the Increased Cash Offer. Notwithstanding the foregoing restrictions, Guanabara reserves the right to permit the Increased Cash Offer to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Guanabara and for no-one else in connection with the Increased Cash Offer and will not be responsible to anyone other than Guanabara for providing the protections afforded to clients of Dresdner Kleinwort or for providing advice in relation to the Increased Cash Offer, the contents of this announcement or any transaction or arrangement referred to herein.
Noble & Company, which is authorised and regulated by the Financial Services Authority, is acting as corporate broker to Guanabara and no one else in connection with the Increased Cash Offer and will not be providing protections afforded to clients of Noble & Company or for affording advice in relation to the transaction or any other matter referred to herein.
The directors of Guanabara accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Guanabara (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. Any response in relation to the Increased Cash Offer should only be made on the basis of the information contained in the Offer Document.
Any person who is the holder of 1 per cent. or more of any class of shares in EcoSecurities or Guanabara may be required to make disclosures pursuant to Rule 8.3 of the Takeover Rules with effect from 5 June 2009, the date of the announcement which resulted in the commencement of the Offer Period.