Eco (atlantic) Regulatory News (ECO)

21 Aug 2009 07:00



21 August 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

Cash Offer by Guanabara Holdings B.V. for EcoSecurities Group plc

Extension of offer and announcement of level of acceptances

The Board of Guanabara Holdings B.V. ("Guanabara") announces that, as at 11:00 am on 20 August 2009, being the first closing date of the Cash Offer, valid acceptances of its Cash Offer for EcoSecurities Group plc ("EcoSecurities") had been received in respect of a total of 14,531,912 EcoSecurities Shares (representing approximately 12.30 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 and 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. First Island Trustees Limited and BTG Absolute Return Master Fund L.P. are acting in concert with Guanabara.

Extension of the Cash Offer

The Cash Offer has been extended and will remain open for acceptance until 3:00 pm (Dublin time) on 2 September 2009. The Cash Offer remains subject to the terms and conditions set out in the Offer Document.

Procedure for Acceptance

EcoSecurities Shareholders who have not yet accepted the Cash Offer are urged to do so, as soon as possible, and in any event by 3:00 pm on 2 September 2009. The procedure for acceptance is set out in paragraph 8 of Part 2 of the Offer Document.

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible and in any event by 3:00 pm on 2 September 2009. Additional Forms of Acceptance are available from Computershare Investor Services (Ireland) Limited by telephoning +353 1 216 3100.

If holdings in EcoSecurities Shares are represented by depository interests (i.e. in CREST), acceptance should be made electronically so that the TTE instruction settles as soon as possible and in any event by 3:00 pm on 2 September 2009.

Enquiries

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:

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:

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:

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 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 Offer Document dated 22 July 2009.

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 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 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.

If the Cash Offer becomes, or is declared, unconditional in all respects and subject to any applicable requirements of the AIM, Guanabara intends to procure the making of an application by EcoSecurities for the cancellation of trading of EcoSecurities Shares on the AIM.

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 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 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 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 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.