Eco (atlantic) Regulatory News (ECO)

4 Aug 2009 18:00



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 Optionholder Proposal 

in respect of

Cash Offer by

Guanabara Holdings 

for 

EcoSecurities Group plc

Further to its announcements of 16 July 2009 and 22 July 2009, Guanabara Holdings B.V. ("Guanabara") today announces that its proposal to the holders of options over shares in EcoSecurities Group plc ("EcoSecurities") was posted yesterday ("Optionholder Proposal").

In the document Guanabara's proposal to EcoSecurities optionholders is to exercise their "in the money" options which are exercisable and accept the Cash Offer of 77 pence per EcoSecurities Share received. Guanabara's proposal is in accordance with the provisions of the EcoSecurities Share Option Schemes (as disclosed by EcoSecurities) and on the basis of equality of treatment with EcoSecurities Shareholders.

EcoSecurities optionholders who wish to exercise their options will need to contact EcoSecurities in this regard. Once options are exercised, optionholders who wish to accept the Cash Offer will need to complete and return the Form of Acceptance for shareholders (enclosed with the Offer Document) in accordance with the instructions set out in the Offer Document and on the Form.

Guanabara further advises (in accordance with Rule 24.3 of the Takeover Rules) EcoSecurities has confirmed as at 17 July 2009 (the latest practical date) 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 (vesting 2/10/2009 subject to performance conditions, date of lapse 2/10/2016, exercise price GBP 1.70).

Enquiries:

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 on 22 July 2009 have the same meaning in this announcement unless otherwise stated.

The availability of the Cash Offer and the Optionholder Proposal 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 and Optionholder Proposal 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 and Optionholder Proposal 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 and Optionholder Proposal are not being, and must not 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 and Optionholder Proposal. Notwithstanding the foregoing restrictions, Guanabara reserves the right to permit the Cash Offer and Optionholder Proposal 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 or from information provided by EcoSecurities 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.