Last checked at 30 Oct 2009 15:42
For immediate release
30 October 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
OFFER WHOLLY UNCONDITIONAL
Carbon Acquisition Company announces that its recommended offer of 105 pence per EcoSecurities Share (the Offer) is declared wholly unconditional.
Purchase of EcoSecurities Shares
J.P. Morgan Ventures Energy Corporation (JPMVEC) has today agreed to purchase 7,064,613 EcoSecurities Shares representing approximately 5.97 per cent. of the existing issued share capital of EcoSecurities at a price of 105 pence per EcoSecurities Share.
As at 12.00 noon today, the aggregate level of acceptances of the Offer together with beneficial holdings and agreements to acquire of persons acting in concert with Carbon Acquisition Company represent approximately 83.04 per cent. of the existing issued share capital of EcoSecurities.
In aggregate the holdings of Carbon Acquisition Company and persons acting in concert with it comprise 40,648,352 EcoSecurities Shares representing approximately 34.38 per cent. of the existing issued share capital of EcoSecurities. As the holdings of Carbon Acquisition Company and persons acting in concert with it exceed 30 per cent. of the existing issued share capital of EcoSecurities, the provisions of Rule 9 of the Irish Takeover Rules apply and accordingly the level of acceptance required under the Offer has been reduced to such acceptances as together with such EcoSecurities Shares held prior to or acquired or agreed to be acquired during the offer period comprise in aggregate more than 50 per cent. of the voting rights in EcoSecurities and the remaining conditions are waived. As this level of acceptances has been received, the Offer has been declared wholly unconditional.
Settlement
Settlement of the consideration to which EcoSecurities Shareholders are entitled under the Offer will be despatched to validly accepting EcoSecurities Shareholders:
(a) in the case of acceptances received, valid and complete in all respects, as at 3.00 p.m. today, within 14 days of today's date; or
(b) in the case of acceptances received, valid and complete in all respects, after 3.00 p.m. today but while the Offer remains open for acceptance, within 14 days of such receipt
and in either case subject to the terms and in the manner described in the Increased Offer Document.
Compulsory acquisition and cancellation of admission to trading on AIM
Following acceptance of the Offer by persons acting in concert with Carbon Acquisition Company, Carbon Acquisition Company will have acquired in excess of 80 per cent. in value of the shares to which the Offer relates and not less than 80 per cent. of the voting rights carried by those shares and Carbon Acquisition Company will then proceed to apply the provisions of section 204 of the Act to acquire compulsorily any remaining EcoSecurities Shares from EcoSecurities Shareholders who have not accepted the Offer.
Carbon Acquisition Company intends to procure that EcoSecurities applies to the London Stock Exchange for cancellation of the admission to trading of the EcoSecurities Shares on AIM.
Extension of Offer
The Offer will remain open for acceptance until further notice. Carbon Acquisition Company intends to close the Offer on the date of completion of the compulsory acquisition procedure and a further announcement will be made in due course.
Level of acceptances
As at 12.00 noon today, valid acceptances of the Offer for EcoSecurities had been received in respect of a total of 79,106,522 EcoSecurities Shares (representing approximately 66.90 per cent. of the existing issued share capital of EcoSecurities).
This amount includes 23,536,621 EcoSecurities Shares (representing approximately 19.91 per cent. of the existing issued share capital of EcoSecurities) in respect of which irrevocable undertakings were received as described in the Increased Offer Document.
This amount also includes 21,569,739 EcoSecurities Shares (representing approximately 18.24 per cent. of the existing issued share capital of EcoSecurities) in respect of which acceptances have been received from persons acting in concert with Carbon Acquisition Company where that person has a beneficial interest in the relevant EcoSecurities Shares.
EcoSecurities Shares held prior to the offer period
As at close of business on 2 September 2009, being the last Business Day prior to the offer period in respect of the Offer (for the purposes of Rule 17 of the Irish Takeover Rules), the following persons who are deemed to be acting in concert with Carbon Acquisition Company were interested in relevant securities of EcoSecurities:
| Name
| Number of EcoSecurities Shares
| Percentage of the existing issued share capital of EcoSecurities | Nature of Interest
|
| Bear Stearns International Trading Ltd | 446,349 | 0.38 per cent. | Beneficial Interest |
| Chase Nominees Limited | 338,966 | 0.29 per cent. | Held as custodian |
| J.P. Morgan Clearing Corporation | 39,000 | 0.03 per cent. | Held as custodian |
As at close of business on 29 October 2009, being the last Business Day prior to the date of this announcement, these holdings were unchanged other than the custodian holding of J.P. Morgan Clearing Corporation which had reduced to 34,000 EcoSecurities Shares (representing approximately 0.03 per cent. of the existing issued share capital of EcoSecurities) and the custodian holding of Chase Nominees Limited which had reduced to 271,312 EcoSecurities Shares (representing approximately 0.23 per cent. of the existing issued share capital of EcoSecurities).
Acquisitions of EcoSecurities Shares during the offer period
As stated above, J.P. Morgan Ventures Energy Corporation (JPMVEC) has today agreed to purchase 7,064,613 Eco Securities Shares representing approximately 5.97 per cent. of the existing issued share capital of EcoSecurities at a price of 105 pence per EcoSecurities Share.
On 22 October 2009, JPMVEC entered into an unconditional sale and purchase agreement with First Island Trustees Limited and Dr Pedro Moura Costa to acquire from First Island Trustees Limited in aggregate 12,014,000 EcoSecurities Shares, representing approximately 10.16 per cent. of the existing issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities Share. This acquisition has been completed.
On 22 October 2009, J.P. Morgan Securities Ltd. (JPMSL) acquired 2,498,840 EcoSecurities Shares representing approximately 2.11 per cent. of the existing issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities Share.
On 29 September 2009, JPMSL acquired 121,000 EcoSecurities Shares, representing approximately 0.10 per cent. of the existing issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities Share.
On 25 September 2009, JPMSL acquired 65,000 EcoSecurities Shares, representing approximately 0.05 per cent. of the existing issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities Share.
On 23 September 2009, JPMSL acquired 39,000 EcoSecurities Shares, representing approximately 0.03 per cent. of the existing issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities Share.
On 23 September 2009, JPMSL entered into unconditional sale and purchase agreements to acquire in aggregate 18,299,550 EcoSecurities Shares, representing approximately 15.48 per cent. of the existing issued share capital of EcoSecurities, each at a price of 105 pence per EcoSecurities Share. These agreements are with a number of separate sellers including Special Mutual Fund Avenir, entities connected with Niclas Eriksson, Oy Finvestock AB, funds managed by United Bankers fund management and clients holding EcoSecurities Shares through accounts with SEB Private Banking. These acquisitions have all been completed.
On 14 September 2009, JPMVEC acquired 100,000 EcoSecurities Shares, representing approximately 0.08 per cent. of the existing issued share capital of EcoSecurities, at a price of 100 pence per EcoSecurities Share.
JPMSL and JPMVEC are acting in concert with Carbon Acquisition Company.
Irrevocable Undertakings
Carbon Acquisition Company 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 the irrevocable undertakings were set out in the Increased Offer Document.
General
Save as disclosed in this announcement, as at close of business on 29 October 2009, the last Business Day prior to the date of 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.
Any additional interest(s) or dealing(s) of persons presumed to be acting in concert with Carbon Acquisition Company that come to its attention which will be discussed with the Irish Takeover Panel and, as necessary, will be announced if requested by the Irish Takeover Panel.
Enquiries
For further information contact:
| J.P. Morgan plc | |
| David Wells | Tel: +44 (0) 20 7325 8504 |
| J.P. Morgan plc (M&A) (Financial adviser to Carbon Acquisition Company) | |
| Eamon Brabazon | Tel: +44 (0) 20 7742 4000 |
| Tilman Pohlhausen | Tel: +44 (0) 20 7742 4000 |
| Alex Garner | Tel: +44 (0) 20 7588 2828 |
Further information
Terms defined in the Increased Offer Document dated 25 September 2009 have the same meanings when used in this announcement.
References to a percentage of the EcoSecurities Shares are based on there being 118,238,852 EcoSecurities Shares in issue as at the close of business on 29 October 2009, being the last Business Day prior to the date of this announcement, but do not include any shares issuable under options and other rights granted under EcoSecurities Share Option Schemes.
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. 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 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.
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 Increased 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 3.30 p.m. (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.