Last checked at 4 Sep 2009 07:00
4 September 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
Posting of Revised Offer Document in respect of Increased and Final Cash Offer
by Guanabara Holdings B.V. for EcoSecurities Group plc
Posting of Revised Offer Document
Further to its announcement on 1 September 2009, the Board of Guanabara Holdings B.V. ("Guanabara") today announces that the revised offer document ("Revised Offer Document") containing its increased and final cash offer of 90 pence per EcoSecurities Share for the entire issued and to be issued share capital of EcoSecurities Group plc ("EcoSecurities") ("Increased Cash Offer") will be posted to EcoSecurities Shareholders today.
No Further Increases or Extensions
Subject to the reservation below, Guanabara reiterates that:
there will be no further increases in the Increased Cash Offer; and
there will be no further extensions of the acceptance period for the Increased Cash Offer beyond 1:00 pm (Dublin time) on 18 September 2009 unless it is unconditional as to acceptances by such date.
In the case of each of the above statements and subject to the Takeover Rules, Guanabara reserves the right not to be bound by such statement in the event that a competitive situation arises after such statement or where the statement would otherwise prevent Guanabara from making an increased or improved offer which is recommended for acceptance by the Board of EcoSecurities or in other circumstances permitted by the Panel.
Response to Announcement by Board of EcoSecurities
Guanabara has taken note of the Board's announcement on 3 September 2009 in response to Tricorona AB (publ)'s earlier statement that it is not proceeding with an offer for EcoSecurities. Guanabara notes that EcoSecurities has received approaches before from parties other than Guanabara but none of these approaches has led to a firm offer.
Guanabara remains committed to the acquisition of EcoSecurities. Guanabara's Increased Cash Offer provides EcoSecurities Shareholders with the opportunity, at a time of great market volatility and uncertainty, to monetise their investment at a very significant premium to the price before Guanabara announced a possible offer.
Terms of the Increased Cash Offer
The Increased Cash Offer replaces the original cash offer of 77 pence per EcoSecurities Share (the "Original Cash Offer") as set out in the offer document dated 22 July 2009 (the "Original Offer Document"). The Increased Cash Offer represents:
a premium of approximately 98 per cent. to the Closing Price of 45.5 pence per EcoSecurities Share on 4 June 2009, being the last Business Day prior to the announcement made by Guanabara that it was considering making an offer for EcoSecurities (being the commencement of the offer period pursuant to the Takeover Rules);
a premium of approximately 181 per cent. to 32 pence, being the Volume Weighted Average Closing Price of an EcoSecurities Share over the six month period up to the date (5 June 2009) of the announcement by Guanabara that it was considering making an offer for EcoSecurities; and
an increase of approximately 17 per cent. over 77 pence, the price under the Original Cash Off
The Increased Cash Offer will be subject to the terms and conditions set out or referred to in the Original Offer Document, as amended and supplemented by the Revised Offer Document and revised form of acceptance ("Revised Form of Acceptance"), which will also be posted to EcoSecurities Shareholders today.
Irrevocable Undertakings
Guanabara announced on 1 and 2 September 2009 that it had received additional irrevocable undertakings from UBS AG London Branch, Mr Jesse Fink, Mr Niclas Eriksson, Special Mutual Fund Avenir and Mrs Kerttu Eriksson pursuant to which such parties agreed to accept the Increased Cash Offer with respect to an aggregate of 19,189,526 EcoSecurities Shares representing approximately 16.24 per cent. of the issued share capital of EcoSecurities. Once acceptances are received from these parties and these acceptances are aggregated with the level of acceptances referred to below (14,664,752 EcoSecurities Shares representing approximately 12.41 per cent. of the issued share capital of EcoSecurities), Guanabara will have received acceptances in respect of a total of 33,856,278 EcoSecurities Shares (representing approximately 28.65 per cent. of the issued share capital of EcoSecurities).
Procedure for Acceptance of the Increased Cash Offer
EcoSecurities Shareholders who have already validly accepted the Original Cash Offer need take no further action; their acceptances of the Original Cash Offer are deemed to be acceptances of the Increased Cash Offer.
EcoSecurities Shareholders who have not yet accepted the Original Cash Offer are urged to accept the Increased Cash Offer as soon as possible and in any event by 1:00 pm (Dublin time) on 18 September 2009. The procedure for acceptance of the Increased Cash Offer will be the same as for acceptance of the Original Cash Offer. EcoSecurities Shareholders wishing to accept the Increased Cash Offer in advance of receiving the Revised Offer Document and Revised Form of Acceptance may do so by completing (in accordance with the procedures set out therein and in the Original Offer Document) and returning (together with the relevant share certificate(s) and/or other documents of title if their EcoSecurities Shares are in certificated form) the Form of Acceptance that accompanied the Original Offer Document.
Revised Forms of Acceptance should be completed and returned in accordance with the instructions set out in the Revised Offer Document and in the Revised Form of Acceptance so as to be received as soon as possible and in any event by 1:00 pm (Dublin time) on 18 September 2009. Additional Revised 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), acceptances should be made electronically so that the TTE instruction settles as soon as possible and in any event by 1:00 pm (Dublin time) on 18 September 2009.
The Revised Offer Document will be available for inspection at the offices of A&L Goodbody, North Wall Quay, IFSC, Dublin 1, Ireland and will remain available for inspection at such address for the duration of the Increased Cash Offer.
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 |
Level of Acceptances
The Board of Guanabara announces that, as at 5:00 pm on 3 September 2009, being the latest practicable time prior to the date of this announcement, valid acceptances of its Cash Offer for EcoSecurities had been received in respect of a total of 14,664,752 EcoSecurities Shares (representing approximately 12.41 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.
General
The definitions of certain expressions used in this announcement are contained in the Original Offer Document.
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 Limited (a member of Commerzbank AG), 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 Limited 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 Revised 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.
Sources and Bases of Information
The references to the Closing Price per EcoSecurities Share on 4 June 2009 and the Volume Weighted Average Closing Price of an EcoSecurities Share over the six month period up to 5 June 2009 are both sourced from Bloomberg.