Eco (atlantic) Regulatory News (ECO)

3 Jul 2007 07:02

EcoSecurities Group plc03 July 2007 3 July 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITEDSTATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANYJURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL ECOSECURITIES GROUP PLC RESULT OF INSTITUTIONAL PLACING AND POSTING OF CIRCULAR Dublin, Ireland - EcoSecurities Group plc ("EcoSecurities") is pleased toannounce the successful completion of the institutional placing announced on 22June 2007 (the "Institutional Placing"). A total of €107.9 million (£72.6million), representing 10,177,275 new ordinary shares (the "New OrdinaryShares") and 9,433,100 existing ordinary shares (the "Sale Shares") of €0.0025each in the capital of EcoSecurities (collectively, the "Placing Shares"), hasbeen placed by Hoare Govett Limited with institutions at a price of 370 penceper share, raising approximately €56.0 million (£37.7 million) for the Company(before commissions and expenses). The New Ordinary Shares will be issued credited as fully paid and will rank paripassu in all respects with EcoSecurities' existing ordinary shares of €0.0025each, including the right to receive all future dividends and otherdistributions declared after the date of issue. The Institutional Placing is conditional, inter alia, on approval byEcoSecurities' shareholders of the resolutions (the "Resolutions") set out inthe notice convening an extraordinary general meeting of EcoSecurities to beheld on 26 July 2007 (the "EGM") and admission of the New Ordinary Shares to theAIM market of the London Stock Exchange plc ("AIM"). A circular will be posted later today to EcoSecurities' shareholders seekingapproval of the Resolutions at the EGM. Application will be made for the NewOrdinary Shares to be admitted to trading on AIM ("Admission"). It is expectedthat Admission will become effective (pursuant to Rule 6 of the AIM Rules forCompanies) and dealings in the New Ordinary Shares will commence, and settlementof the Placing Shares will occur, on 27 July 2007. The Sale Shares include ordinary shares of certain directors and significantshareholders which fall to be disclosed in accordance with Rule 17 of the AIMRules for Companies. This disclosure is made by way of an update to thedisclosure made on 22 June 2007. Director / significant Number of Sale Holding prior to Holding aftershareholder Shares institutional placing institutional placing ('000) ('000) ('000) Pedro Moura Costa(1) 1,334 13,348 12,014Bruce Usher 1,044 4,400(2) 3,356(2)Marc Stuart 2,170 12,292 10,122Cargill Inc. 2,499.1 6,172.6(3) 3,673.5(3)Jesse Fink 508 4,227.1 3,719.1Betsy and Jesse Fink 708 5,000 4,292Foundation (1) These shares are held by Mellon Nominees in favour of Polar SkyCorporation, which is owned by First Island Trustees Limited and which isholding the shares of Polar Sky Corporation on a discretionary trust for PedroMoura Costa and members of his family. (2) Bruce Usher owns one third of the shares in Angel Capital Group ("ACG")and ACG in turn owns 282,467 existing ordinary shares in EcoSecurities. Thisrepresents approximately 34 per cent. of the amount ACG held when EcoSecuritieswas admitted to AIM in December 2005. Bruce Usher indirectly controls an elementof the voting and capital interests of ACG and is therefore deemed under Irishlaw to be interested in 4,682,467 existing ordinary shares in EcoSecurities.Bruce Usher and ACG have, however, confirmed to EcoSecurities that Bruce Usheris not beneficially entitled to any of the existing ordinary shares inEcoSecurities held by ACG. The existing ordinary shares in EcoSecurities held byACG are held in trust for the benefit of third parties and Bruce Usher neitherhas control over, nor derives any benefit from such shares. Bruce Usher is alsointerested in options in relation to 1,800,000 ordinary shares in EcoSecurities.After the Institutional Placing Bruce Usher will be deemed, under Irish law tobe interested in 3,638,467 existing ordinary shares in EcoSecurities. (3) In addition to the shares included in the table above, Cargill,Incorporated has an option, exercisable from 31 August 2006 to 17 August 2008,to subscribe for up to 3,248,720 ordinary shares in EcoSecurities at asubscription price of US$1.1543 per share. Enquiries: EcoSecuritiesBruce Usher, CEO +353 1613 9814Pedro Moura Costa, COO and PresidentJack MacDonald, CFO Hoare Govett LimitedHugo Fisher +44 (0)207 678 8000Lee Morton Citigate Dewe RogersonKevin Smith +44 (0) 20 7638 9571Ged Brumby Hoare Govett Limited, which is regulated by the Financial Services Authority, isacting as nominated adviser and corporate broker exclusively for EcoSecuritiesin connection with the Institutional Placing and no-one else and will not beresponsible to anyone other than EcoSecurities for providing the protectionsoffered to clients of Hoare Govett Limited nor for providing advice in relationto the Institutional Placing. Hoare Govett Limited's responsibilities asEcoSecurities' nominated adviser under the AIM Rules for Nominated Advisers willbe owed solely to the London Stock Exchange plc and are not and will not be owedto EcoSecurities or to any director or proposed director of EcoSecurities or toany other person. No representation or warranty, express or implied, is made byHoare Govett Limited as to any of the contents of this announcement. This announcement does not constitute an offer to sell or an invitation tosubscribe for, or the solicitation of an offer to buy or to subscribe for,ordinary shares in the capital of EcoSecurities (the "Ordinary Shares") in anyjurisdiction in which such an offer or solicitation is unlawful and is not fordistribution in or into Canada, Japan, the United States, the Republic ofIreland or Australia (the "Prohibited Territories"). The Ordinary Shares havenot been and will not be registered under the United States Securities Act of1933 (as amended) or under the applicable securities laws of any state in theUnited States or any Prohibited Territory and, unless an exemption under suchActs or laws is available, may not be offered for sale or subscription or soldor subscribed directly or indirectly within the Prohibited Territories or forthe account or benefit of any national, resident or citizen of the ProhibitedTerritories. The distribution of this announcement in other jurisdictions may berestricted by law and therefore persons into whose possession this announcementcomes should inform themselves about and observe any such restrictions. Anyfailure to comply with these restrictions may constitute a violation of thesecurities laws of such jurisdictions. This announcement contains certain statements that are or may beforward-looking. These statements typically contain words such as ''intends'',''expects'', ''anticipates'', ''estimates'' and words of similar import. Bytheir nature, forward-looking statements involve risk and uncertainty becausethey relate to events and depend on circumstances that will occur in the futureand therefore undue reliance should not be placed on such forward-lookingstatements. Forward-looking statements speak only as of the date they are madeand EcoSecurities undertakes no obligation to update publicly any of them inlight of new information or future events except as required by the AIM Rulesfor Companies. There are a number of factors that could cause actual results anddevelopments to differ materially from those expressed or implied by suchforward-looking statements. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED WITH,RECOMMENDED, APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATESECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THISANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THEUNITED STATES. This information is provided by RNS The company news service from the London Stock Exchange