Re Posting of Offer Document
EcoSecurities Group plc
15 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN
OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
EcoSecurities Group plc ("EcoSecurities")
Recommended Cash Offer by
Carbon Acquisition Company
Posting of Offer Document
Further to the announcement on 14 September 2009 by Carbon
Acquisition Company Ltd ("Carbon Acquisition Company"), a wholly
owned, indirect subsidiary of JPMorgan Chase & Co., of its
recommended cash offer of 100 pence per EcoSecurities share for the
entire issued and to be issued share capital of EcoSecurities
("Offer"), the Board of EcoSecurities announces that the offer
document containing the Offer ("Offer Document") will be posted to
EcoSecurities shareholders today.
The Offer Document will be available for inspection at the offices of
William Fry, Fitzwilton House, Wilton Place, Dublin 2, Ireland and at
the offices of Matheson Ormsby Prentice, 70 Sir John Rogerson's Quay,
Dublin 2, Ireland during normal business hours on any weekday
(Saturdays, Sundays and public holidays excluded) and will remain
available for inspection at such address while the Offer remains open
for acceptance.
ENQUIRIES:
EcoSecurities +353 1
613 9814
Bruce Usher, CEO
Adrian Fernando, COO
James Thompson, CFO
RBS Hoare Govett +44 (0)
20 7678
Justin Jones 8000
Hugo Fisher
Citigate Dewe Rogerson +44 (0)
Kevin Smith 20 7638
9571
Further information
Terms defined in the Offer Document have the same meanings when used
in this announcement.
The availability of the Offer to persons outside Ireland and the
United Kingdom may be affected by the laws of the relevant
jurisdiction. Such persons should inform themselves about and observe
any applicable requirements. The 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 Offer.
Notwithstanding the foregoing restrictions, Carbon Acquisition
Company reserves the right to permit the 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.
The directors of EcoSecurities accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of EcoSecurities (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.
RBS Hoare Govett Limited which is authorised and regulated in the
United Kingdom by the Financial Services Authority is acting
exclusively for EcoSecurities and for no-one else in connection with
the Offer and will not be responsible to anyone other than
EcoSecurities for providing the protections afforded to clients of
RBS Hoare Govett Limited or for providing advice in relation to the
Offer or any other matters referred to in this announcement.
This announcement does not constitute an offer or an invitation to
purchase or subscribe for any securities. Any response in relation to
the Offer should only be made on the basis of the information
contained in the Offer Document.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, one
per cent or more of any class of "relevant securities" of
EcoSecurities, all "dealings" in any "relevant securities" of
EcoSecurities (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by not later than 3.30pm (Dublin time) on the
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 or lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends.
If two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of EcoSecurities, they will be
deemed to be a single person for the purpose of Rule 8.3 of the Irish
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all
"dealings" in "relevant securities" of EcoSecurities by Carbon
Acquisition Company or EcoSecurities, or by any of their respective
"associates" must also be disclosed by no later than 12 noon (Dublin
time) on the 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 can be found on
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover 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 disclose a
dealing under Rule 8, please consult the Irish Takeover Panel's
website at www.irishtakeoverpanel.ie or contact the Irish Takeover
Panel on telephone number +353 (0)1 678 9020; fax number+353 (0)1 678
9289.
A copy of the documents listed as available for inspection in
EcoSecurities' response circular to the offer of 77 pence per
ordinary share made by Guanabara Holdings B.V. ("Guanabara") dated 4
August 2009 and a copy of all announcements made by EcoSecurities
since 5 June 2009 in relation to the Revised Guanabara Offer will be
available for inspection at the offices of Matheson Ormsby Prentice,
70 Sir John Rogerson's Quay, Dublin 2 during normal business hours on
any weekday (Saturday, Sunday and public holidays excepted) whilst
the Revised Guanabara Offer remains open for acceptance.
A copy of all announcements made by EcoSecurities in relation to the
Offer, including this announcement, will be available for inspection
at the offices of Matheson Ormsby Prentice, 70 Sir John Rogerson's
Quay, Dublin 2 during normal business hours on any weekday (Saturday,
Sunday and public holidays excepted) whilst the Offer remains open
for acceptance.