Eco (atlantic) Regulatory News (ECO)

24 Sep 2009 07:00



Guanabara Holdings B.V.

24 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

Response of Guanabara Holdings B.V. to announcement of increased cash offer 

by Carbon Acquisition Company Ltd for EcoSecurities Group plc

The Board of Guanabara Holdings B.V. ("Guanabara") notes the announcement made yesterday of an increased cash offer of 105 pence per EcoSecurities Share by Carbon Acquisition Company Ltd for the entire issued and to be issued share capital of EcoSecurities Group plc ("EcoSecurities"). 

Guanabara announces that Guanabara and EDF Trading Limited ("EDFT") are commencing due diligence on certain information in respect of EcoSecurities to which EcoSecurities have permitted them to have access.

Guanabara entered into a material contract with EDFT, being a conditional portfolio purchase agreement ("PPA") dated 16 July 2009. Pursuant to this agreement Guanabara has granted EDFT options to acquire CER purchase and sale agreements from EcoSecurities in the event that, amongst other conditions, Guanabara obtains control of EcoSecurities.

The due diligence being undertaken may or may not lead to an offer in excess of the increased offer announced by Carbon Acquisition Company Ltd yesterday.

Enquiries

General 

The definitions of certain expressions used in this announcement are contained in the revised offer document posted by Guanabara to EcoSecurities Shareholders on 4 September 2009 (the "Revised Offer Document").

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 Guanabara's Increased Cash Offer (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 Increased Cash Offer should only be made on the basis of the information contained in the Revised 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.

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.