EcoSecurities Group plc
16 July 2009
EcoSecurities Group plc ("EcoSecurities")
Intended offer from Guanabara, withdrawal of possible offer from EDF
and portfolio purchase agreement
The Board of EcoSecurities notes EDF Trading Limited's conditional
portfolio purchase agreement with Guanabara Holdings B.V.
("Guanabara") and that it no longer intends to progress the possible
offer for EcoSecurities that it announced on 8 June 2009.
The Board also notes Guanabara's intention to make a cash offer of
77 pence per share announced this afternoon which it considers to be
wholly inadequate and strongly advises shareholders to take no
action.
The Board also notes that neither it nor its advisers has had any
contact with Guanabara or its advisers.
ENQUIRIES:
RBS Hoare Govett
+44 (0) 20 7678 8000
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson
+44 (0) 20 7638 9571
Kevin Smith
Ged Brumby
The Directors of the Company accept responsibility for the
information contained in this announcement. To the best knowledge and
belief of the directors of the Company (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.
RBS Hoare Govett Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for EcoSecurities and no one else in connection with this
matter and will not be responsible to anyone other than EcoSecurities
for providing the protections afforded to clients of RBS Hoare Govett
Limited nor for providing advice in relation to this matter, the
content of this announcement or any matter referred to herein.
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act
1997, Takeover Rules, 2007 (the "Rules"), if any person (other than a
"recognised market-maker") owns or controls 1% or more of any class
of "relevant securities" of the Company (excluding for this purpose
options or derivatives), all dealings in any "relevant securities" of
the Company (including by means of an option in respect of, or a
derivative referenced to, any such class of "relevant securities")
must be publicly disclosed by written notice to the AIM market of the
London Stock Exchange and the Irish Takeover Panel, including the
details set out in Rule 8.6 of the Rules, by no later than 12.00 noon
(London / Dublin time) on the London / Dublin 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, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons
"act in concert", to acquire or control "relevant securities" of the
Company, they will be deemed to be a single person for the purpose of
Rule 8.3.
Under the provisions of Rule 8.1 of the Rules, all dealings in
"relevant securities" of the Company by the offeror or the Company,
or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London / Dublin time) on the London / Dublin
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, and the number
of such securities in issue, can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie. The Irish Takeover
Panel also provides an appropriate form for any disclosures under
Rules 8.1 or 8.3.
Terms in quotation marks are defined in the 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 make a disclosure under Rule
8, you should consult the Irish Takeover Panel.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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