Result of Equity Issue
EcoSecurities Group plc
03 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 UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANY
JURISDICTION 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 to
announce the successful completion of the institutional placing announced on 22
June 2007 (the "Institutional Placing"). A total of €107.9 million (£72.6
million), representing 10,177,275 new ordinary shares (the "New Ordinary
Shares") and 9,433,100 existing ordinary shares (the "Sale Shares") of €0.0025
each in the capital of EcoSecurities (collectively, the "Placing Shares"), has
been placed by Hoare Govett Limited with institutions at a price of 370 pence
per 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 pari
passu in all respects with EcoSecurities' existing ordinary shares of €0.0025
each, including the right to receive all future dividends and other
distributions declared after the date of issue.
The Institutional Placing is conditional, inter alia, on approval by
EcoSecurities' shareholders of the resolutions (the "Resolutions") set out in
the notice convening an extraordinary general meeting of EcoSecurities to be
held on 26 July 2007 (the "EGM") and admission of the New Ordinary Shares to the
AIM market of the London Stock Exchange plc ("AIM").
A circular will be posted later today to EcoSecurities' shareholders seeking
approval of the Resolutions at the EGM. Application will be made for the New
Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected
that Admission will become effective (pursuant to Rule 6 of the AIM Rules for
Companies) and dealings in the New Ordinary Shares will commence, and settlement
of the Placing Shares will occur, on 27 July 2007.
The Sale Shares include ordinary shares of certain directors and significant
shareholders which fall to be disclosed in accordance with Rule 17 of the AIM
Rules for Companies. This disclosure is made by way of an update to the
disclosure made on 22 June 2007.
Director /
significant Number of Sale Holding prior to Holding after
shareholder Shares institutional placing institutional placing
('000) ('000) ('000)
Pedro Moura Costa(1) 1,334 13,348 12,014
Bruce Usher 1,044 4,400(2) 3,356(2)
Marc Stuart 2,170 12,292 10,122
Cargill Inc. 2,499.1 6,172.6(3) 3,673.5(3)
Jesse Fink 508 4,227.1 3,719.1
Betsy and Jesse Fink 708 5,000 4,292
Foundation
(1) These shares are held by Mellon Nominees in favour of Polar Sky
Corporation, which is owned by First Island Trustees Limited and which is
holding the shares of Polar Sky Corporation on a discretionary trust for Pedro
Moura 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. This
represents approximately 34 per cent. of the amount ACG held when EcoSecurities
was admitted to AIM in December 2005. Bruce Usher indirectly controls an element
of the voting and capital interests of ACG and is therefore deemed under Irish
law to be interested in 4,682,467 existing ordinary shares in EcoSecurities.
Bruce Usher and ACG have, however, confirmed to EcoSecurities that Bruce Usher
is not beneficially entitled to any of the existing ordinary shares in
EcoSecurities held by ACG. The existing ordinary shares in EcoSecurities held by
ACG are held in trust for the benefit of third parties and Bruce Usher neither
has control over, nor derives any benefit from such shares. Bruce Usher is also
interested in options in relation to 1,800,000 ordinary shares in EcoSecurities.
After the Institutional Placing Bruce Usher will be deemed, under Irish law to
be 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 a
subscription price of US$1.1543 per share.
Enquiries:
EcoSecurities
Bruce Usher, CEO +353 1613 9814
Pedro Moura Costa, COO and President
Jack MacDonald, CFO
Hoare Govett Limited
Hugo Fisher +44 (0)207 678 8000
Lee Morton
Citigate Dewe Rogerson
Kevin Smith +44 (0) 20 7638 9571
Ged Brumby
Hoare Govett Limited, which is regulated by the Financial Services Authority, is
acting as nominated adviser and corporate broker exclusively for EcoSecurities
in connection with the Institutional Placing and no-one else and will not be
responsible to anyone other than EcoSecurities for providing the protections
offered to clients of Hoare Govett Limited nor for providing advice in relation
to the Institutional Placing. Hoare Govett Limited's responsibilities as
EcoSecurities' nominated adviser under the AIM Rules for Nominated Advisers will
be owed solely to the London Stock Exchange plc and are not and will not be owed
to EcoSecurities or to any director or proposed director of EcoSecurities or to
any other person. No representation or warranty, express or implied, is made by
Hoare Govett Limited as to any of the contents of this announcement.
This announcement does not constitute an offer to sell or an invitation to
subscribe for, or the solicitation of an offer to buy or to subscribe for,
ordinary shares in the capital of EcoSecurities (the "Ordinary Shares") in any
jurisdiction in which such an offer or solicitation is unlawful and is not for
distribution in or into Canada, Japan, the United States, the Republic of
Ireland or Australia (the "Prohibited Territories"). The Ordinary Shares have
not been and will not be registered under the United States Securities Act of
1933 (as amended) or under the applicable securities laws of any state in the
United States or any Prohibited Territory and, unless an exemption under such
Acts or laws is available, may not be offered for sale or subscription or sold
or subscribed directly or indirectly within the Prohibited Territories or for
the account or benefit of any national, resident or citizen of the Prohibited
Territories. The distribution of this announcement in other jurisdictions may be
restricted by law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as ''intends'',
''expects'', ''anticipates'', ''estimates'' and words of similar import. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future
and therefore undue reliance should not be placed on such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and EcoSecurities undertakes no obligation to update publicly any of them in
light of new information or future events except as required by the AIM Rules
for Companies. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED WITH,
RECOMMENDED, APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
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