Rule 2.10 Announcement
ECO Securities Rule 2.10 Announcement
EcoSecurities Group plc
1 October 2009
EcoSecurities Group plc ("EcoSecurities")
Announcement of number of relevant securities in issue
Dublin, Ireland - EcoSecurities announces that in accordance with
Rule 2.10 of the Irish Takeover Panel Act 1997, Takeover Rules
2007-2008 (as amended), it has, at the close of business on
30 September 2009, 118,238,852 ordinary shares of EUR0.0025 each
("Ordinary Shares") in issue and admitted to trading on AIM under the
ISIN code IE00B0PR8X46. Furthermore, EcoSecurities confirms that
there are, at the close of business on 30 September 2009, 7,634,230
share options that have been granted by the Company and that are
presently outstanding, with an option price per Ordinary Share
ranging from GBP0.039 to GBP2.73. Of such outstanding options,
2,171,024 were granted under the 2003 Share Option Plan, 2,457,206
were granted under the 2005 Share Option Plan adopted by the
shareholders on 23 November 2005 and 3,006,000 were granted under the
2005 Share Option Plan adopted by the shareholders on 9 December
2005.
Contacts:
EcoSecurities +353 (0)1 613 9814
PJ Browne, Company Secretary
RBS Hoare Govett +44 (0) 20 767 88000
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Kevin Smith
Further information
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 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
this matter 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 this
matter or any other matters referred to in this announcement.
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 which is the later of the
date on which (1) the Revised Guanabara Offer (as defined below)
becomes, or is declared, unconditional as to acceptances or lapses or
is otherwise withdrawn or on which the "offer period" otherwise ends
(whichever is the earlier) or (2) the Increased Offer (as defined
below) becomes, or is declared, unconditional as to acceptances or
lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends (whichever is the earlier).
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 an "offeror"
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 dated 4 August 2009 (the "Original
Guanabara Offer") and a copy of all announcements made by
EcoSecurities since 5 June 2009 in relation to the Original Guanabara
Offer, and the increased offer of 90 pence made by Guanabara on 4
September 2009 ("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 the documents listed as available for inspection in Carbon
Acquisition Company Limited's recommended cash offer document dated
25 September 2009 setting out the terms of the increased offer of 105
pence per ordinary share made by Carbon Acquisition Company Limited
(the "Increased Offer") and a copy of all announcements made by
EcoSecurities in relation to the original offer of 100 pence per
ordinary share made by Carbon Acquisition Company Limited on 15
September 2009 and the Increased 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 Increased
Offer remains open for acceptance.
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