TIDMECO
RNS Number : 8184V
Guanabara Holdings B.V.
16 July 2009
Guanabara Holdings B.V.
16 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Cash offer by Guanabara Holdings B.V. (Guanabara), a company jointly owned and
controlled by BTG Carbon Luxembourg S.à.r.l. and Grandal Services Limited
(Grandal) for EcoSecurities Group plc (EcoSecurities)
16 July 2009
Summary
+------+------------------------------------------------------------------------------+
| - | The board of Guanabara announced on 5 June 2009 that it was considering an |
| | offer for the entire issued and to be issued share capital of EcoSecurities. |
| | |
+------+------------------------------------------------------------------------------+
| - | The board of Guanabara today announces its intention to make a Cash Offer of |
| | 77 pence per EcoSecurities Share for the entire issued and to be issued |
| | share capital of EcoSecurities. |
| | |
+------+------------------------------------------------------------------------------+
| - | Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a founder of |
| | EcoSecurities). |
| | |
+------+------------------------------------------------------------------------------+
Benefits for EcoSecurities Shareholders
The Cash Offer values the entire issued share capital of EcoSecurities at
approximately GBP 91 million. Key features of the Offer are:
+------+------------------------------------------------------------------------+
| - | This is an all cash offer. |
| | |
+------+------------------------------------------------------------------------+
| - | It is not subject to any due diligence of EcoSecurities. |
| | |
+------+------------------------------------------------------------------------+
| - | The Cash Offer is not dependent on third party debt. |
| | |
+------+------------------------------------------------------------------------+
| - | Early acceptance by the shareholders of EcoSecurities will mean that |
| | Guanabara will be able to pay the cash consideration as soon as |
| | possible (assuming the Cash Offer has gone unconditional in all |
| | respects). |
| | |
+------+------------------------------------------------------------------------+
| - | Under the terms of the Cash Offer, EcoSecurities Shareholders will |
| | receive 77 pence for each EcoSecurities Share representing: |
| | |
+------+------------------------------------------------------------------------+
+------+------------------------------------------------------------------+
| - | a premium of approximately 69.2 per cent. to the Closing Price |
| | of 45.5 pence per EcoSecurities Share on 4 June 2009, being the |
| | last Business Day prior to the date of the announcement by |
| | Guanabara that it was considering an offer for EcoSecurities. |
| | |
+------+------------------------------------------------------------------+
| - | a premium of approximately 141.0 per cent. to 32.0 pence being |
| | the Volume Weighted Average Trading Price of an EcoSecurities |
| | Share over the six month period up to the date (5 June 2009) of |
| | the announcement by Guanabara that it was considering an offer |
| | for EcoSecurities. |
| | |
+------+------------------------------------------------------------------+
+------+------------------------------------------------------------------------+
| - | The Cash Offer represents an opportunity for EcoSecurities |
| | Shareholders to monetise their investment in EcoSecurities shares at a |
| | time of great market volatility and economic uncertainty, particularly |
| | in the carbon markets. |
| | |
+------+------------------------------------------------------------------------+
| - | Approximately 65% of EcoSecurities pre-2012 CER portfolio is not |
| | forward sold. This makes EcoSecurities overly dependent on future CER |
| | prices. The CER prices have decreased 46% over the last 12 months |
| | according to Bloomberg. In addition, the European Climate Exchange CER |
| | future contract shows a declining forward curve between 2009 and 2011 |
| | deliveries. |
| | |
+------+------------------------------------------------------------------------+
| - | The Cash Offer, which will be made by Guanabara, will be subject to |
| | certain conditions set out in Appendix I, including amongst other |
| | conditions, the acceptance by EcoSecurities Shareholders holding not |
| | less than 80 per cent of the issued and to be issued share capital of |
| | EcoSecurities (or such lower percentage as Guanabara may determine, |
| | subject always to the Takeover Rules). |
| | |
+------+------------------------------------------------------------------------+
| - | In the event that the Cash Offer is declared unconditional in all |
| | respects, EcoSecurities Shareholders who have not accepted the Cash |
| | Offer may experience a reduction in the liquidity of their |
| | EcoSecurities Shares. |
| | |
+------+------------------------------------------------------------------------+
| - | Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a |
| | founder of EcoSecurities) and owned as to 50% each by: |
| | |
+------+------------------------------------------------------------------------+
+------+------------------------------------------------------------------+
| (i) | Grandal, a company owned by the Mayanna Trust (a family trust in |
| | respect of which Dr Pedro Moura Costa and his immediate family |
| | are the sole beneficiaries); and |
| | |
+------+------------------------------------------------------------------+
| (ii) | BTG Carbon Luxembourg S.á.r.l. an indirect wholly-owned |
| | subsidiary of BTG Investments LP (BTG), a global investment |
| | company. |
+------+------------------------------------------------------------------+
+------+------------------------------------------------------------------------+
| | BTG Carbon Luxembourg S.á.r.l and Grandal have come together for the |
| | specific purpose of jointly making an offer for EcoSecurities. |
| | |
+------+------------------------------------------------------------------------+
| - | Guanabara has received an irrevocable undertaking from First Island |
| | Trustees Limited (on behalf of the Mayanna Trust) to accept the Cash |
| | Offer in respect of 12,014,000 EcoSecurities Shares, representing |
| | approximately 10.2 per cent. of the existing issued share capital of |
| | EcoSecurities. Further details relating to the irrevocable undertaking |
| | are set out in paragraph 7 of this announcement. |
| | |
+------+------------------------------------------------------------------------+
| - | Guanabara has received an irrevocable undertaking from BTG Absolute |
| | Return Master Fund L.P. to accept the Cash Offer in respect of |
| | 2,248,840 EcoSecurities Shares, representing approximately 1.91 per |
| | cent. of the existing issued share capital of EcoSecurities. Further |
| | details relating to the irrevocable undertaking are set out in |
| | paragraph 7 of this announcement. |
| | |
+------+------------------------------------------------------------------------+
Commenting on the Cash Offer, Dr Pedro Moura Costa, Chairman of Guanabara said:
"Companies operating in carbon markets are currently affected by climate policy
uncertainties as well as the general effects of the economic recession and the
decline in world stock markets. More specifically, carbon credit companies have
been facing increasing delivery risk in their portfolios, due to delays in the
CDM cycle, to poorer quality and higher financing risk in the projects, as
demonstrated in a series of write-offs and reclassifications in the portfolios
of a number of significant participants in these markets. I believe that this
trend will continue and even accelerate in the following quarters. In this
context, I believe that EcoSecurities' shareholders are faced with considerable
future uncertainty and poor liquidity for their stock.
In order to respond to these challenges, I believe that EcoSecurities needs to
be more dynamic and flexible. It is my opinion that the costs and requirements
associated with being a public company hamper EcoSecurities' ability to adapt
quickly to new circumstances. In my view, in these times of uncertainty,
EcoSecurities is better managed under a leaner and more streamlined corporate
governance structure.
As a founder and former President and COO of EcoSecurities, I am committed to
the long term success of the Company. Through this cash offer, BTG and I intend
to acquire control of EcoSecurities and manage it in a way that will enable the
company to withstand this difficult phase whilst investing to realise its long
term value. We believe that the offer provides shareholders with an attractive
opportunity to realise their investment in EcoSecurities at a significant
premium to the market price of EcoSecurities' shares prior to Guanabara's
announcement on 5 June 2009."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the appendices to the announcement. Appendix I
contains the conditions to, and certain further terms of, the Cash Offer.
Appendix II contains further details of the bases and sources of information
contained in this announcement. Appendix III contains definitions of certain
expressions used in this summary and in this announcement.
Guanabara is being advised by Dresdner Kleinwort.
+--------------------+--------------------+--------------------+--------------------+
| Enquiries: | |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| Guanabara B.V. | |
+-----------------------------------------+-----------------------------------------+
| Dr Pedro Moura Costa | Tel: +44 77 1116 1149 |
| | |
+-----------------------------------------+-----------------------------------------+
| Dresdner Kleinwort Limited: Financial | |
| Adviser to Guanabara | |
+-----------------------------------------+-----------------------------------------+
| Marc Monasch | Tel: +44 207 475 5385 |
+-----------------------------------------+-----------------------------------------+
| Noble & Company: Corporate Broker to | Tel: +44 207 763 2314 |
| Guanabara | |
| Peter Tracey | |
+-----------------------------------------+-----------------------------------------+
| James Staveley | Tel: +44 207 763 2317 |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| Maitland: PR adviser to Guanabara B.V. | |
+-----------------------------------------+-----------------------------------------+
| Neil Bennett | Tel: +44 207 379 5151 |
+-----------------------------------------+-----------------------------------------+
| Rowan Brown | Tel: +44 207 379 5151 |
+--------------------+--------------------+--------------------+--------------------+
General
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE OR EXCHANGE, ANY SECURITIES OR THE SOLICITATION OF ANY
VOTE OR APPROVAL IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The availability of the Cash Offer to persons outside Ireland may be affected by
the laws of the relevant jurisdiction. Such persons should inform themselves
about and observe any applicable requirements. The Cash Offer will not be made,
directly or indirectly, in or into Australia, Canada, Japan, South Africa or any
other jurisdiction where it would be unlawful to do so, or by use of the mails,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or by any
facility of a national securities exchange of any jurisdiction where it would be
unlawful to do so, and the Cash Offer will not be capable of acceptance by any
such means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of this announcement and all other documents relating to the
Cash Offer are not being, and must both be, mailed or otherwise forwarded,
distributed or sent in, into or from Australia, Canada, Japan, South Africa or
any other 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 Cash Offer. Notwithstanding the
foregoing restrictions, Guanabara reserves the right to permit the Cash 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.
In accordance with Irish law and subject to applicable regulatory requirements,
Guanabara or its nominees or brokers (acting as agents) may from time to time
make purchases of, or arrangements to purchase, EcoSecurities Shares outside the
United States, other than pursuant to the Cash Offer. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. These purchases, or arrangements to purchase, shall comply
with applicable rules in Ireland, the Takeover Rules, the rules of AIM and
applicable United States securities laws. Any information about such purchases
will be disclosed as required in Ireland and under applicable regulatory
requirements (including applicable US securities laws).
This announcement has been prepared for the purposes of complying with Irish
law, the rules of the AIM and the Takeover Rules and the information disclosed
may not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of any
jurisdiction outside of Ireland.
Guanabara strongly advises EcoSecurities Shareholders to read the formal
documentation relating to the Cash Offer when it becomes available because it
will contain important information relating to the Cash Offer. Any response in
relation to the Cash Offer should be made only on the basis of the information
contained in the formal documentation relating to the Cash Offer. This
announcement does not constitute a prospectus or prospectus equivalent document.
Financial Advisers
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting as sole financial adviser to Guanabara and no one
else in connection with the Cash Offer and will not be responsible to anyone
other than Guanabara for providing the protections afforded to clients of
Dresdner Kleinwort Limited, or for affording advice in relation to the
transaction or any other matter referred to herein.
Noble & Company, which is authorised and regulated by the Financial Services
Authority, is acting as corporate broker to Guanabara and no one else in
connection with the Cash Offer and will not be responsible to anyone other than
Guanabara for providing the protections afforded to clients of Noble & Company
or for affording advice in relation to the transaction or any other matter
referred to herein.
Director's Responsibility Statements
The directors of Guanabara accept responsibility for all the information
contained in this announcement, save that the only responsibility accepted by
them in respect of information in this announcement relating to the
EcoSecurities Group which has been compiled from public sources is to ensure
that such information has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of the directors
of Guanabara (who have taken all reasonable care to ensure that such is the
case), the information 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.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any person (whether
or not an associate of Guanabara or EcoSecurities) owns or controls one per
cent. or more of any class of relevant securities of Guanabara or EcoSecurities,
or as a result of any transaction will own or control one per cent of any such
class, all dealings during an offer period by such person in securities of that
company of that class or in options in respect of or in derivatives referenced
to securities of that company of that class must be publicly disclosed by no
later than 12.00 noon (Dublin time) on the business day following the date of
the relevant transaction.
If two or more persons act to acquire or control relevant securities of
Guanabara or EcoSecurities, they will be deemed to be a single person for the
purpose of Rule 8.3(a).
Accordingly, holders of one per cent. or more of any class of relevant
securities of Guanabara or EcoSecurities may have disclosure obligations under
Rule 8.3 effective from 5 June 2009 the date of the announcement by Guanabara
that it was considering an offer for EcoSecurities (which constitutes the
commencement of the offer period).
Under the provisions of Rule 8.1 of the Takeover Rules, all dealings in relevant
securities of EcoSecurities by Guanabara or EcoSecurities or by any of their
respective associates, for their own account during an offer period must be
disclosed by no later than 12.00 noon (Dublin time) on the business day
following the date of the relevant transaction.
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 Panel.
Forward Looking Statements
This document includes certain 'forward looking statements' concerning the Cash
Offer, EcoSecurities and Guanabara and their future financial condition and
performance. Statements that are not historical facts, including statements
about Guanabara or the EcoSecurities Group or its management's beliefs and
expectations, are forward looking statements. Words such as 'believes',
'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will',
'would', 'could', 'considered', 'likely', 'estimate' and variations of these
words and similar future or conditional expressions are intended to identify
forward looking statements but are not the exclusive means of identifying such
statements. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend upon future circumstances
that may or may not occur.
Examples of such forward looking statements include, but are not limited to,
statements about expected benefits and risks associated with the Cash Offer,
projections or expectations of profit attributable to shareholders, anticipated
provisions or write-downs, economic profit, dividends, capital structure or any
other financial items or ratios; statements of plans, objectives or goals of
Guanabara or the combined business following the Cash Offer; statements about
future trends in interest rates, liquidity, foreign exchange rates, stock market
levels and demographic trends and any impact that those matters may have on
Guanabara, EcoSecurities or the combined company following the Cash Offer;
statements concerning any future geographic market or other economic environment
or performance; statements about strategic goals, competition, regulation,
regulatory approvals, dispositions and consolidation or technological
developments in the financial services industry; and statements of assumptions
underlying such statements.
Factors that could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward
looking statements made by Guanabara or on its behalf include, but are not
limited to, general economic conditions in any geographic or other market;
regulatory scrutiny, legal proceedings or complaints; changes in competition and
pricing environments; the inability to hedge certain risks economically; the
adequacy of loss reserves; the ability to secure new customers and develop more
business from existing customers; the Cash Offer not being completed or not
being completed as currently envisaged; additional unanticipated costs
associated with the Cash Offer or the operating of the combined company; or an
inability to implement the strategy of the combined company or achieve the Cash
Offer benefits set out in this announcement. Additional factors that could cause
actual results to differ materially from forward looking statements are set out
in the most recent annual reports and accounts of EcoSecurities.
Forward-looking statements only speak as of the date on which they are made, and
the events discussed in this announcement may not occur. Subject to compliance
with applicable law and regulation, neither BTG, BTG Carbon Luxembourg S.á.r.l,
the Mayanna Trust or Guanabara undertakes any obligation to update publicly or
revise forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecast
No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either Guanabara or EcoSecurities as
appropriate.
Announcement issued pursuant to Rule 2.5 of the Takeover Rules
This announcement is made pursuant to Rule 2.5 of the Takeover Rules.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Cash offer to by Guanabara Holdings B.V. (Guanabara), a company jointly owned
and controlled by BTG Carbon Luxembourg S.á.r.l. and Grandal Services Limited
(Grandal) for EcoSecurities Group plc (EcoSecurities)
16 July 2009
+------+----------------------------------------------------------------------------+
| 1. | Introduction |
| | |
+------+----------------------------------------------------------------------------+
The board of Guanabara announced on 5 June 2009 that it was considering an offer
for the entire issued and to be issued share capital of EcoSecurities.
The board of Guanabara today announces its intention to make a Cash Offer of 77
pence per EcoSecurities Share for the entire issued and to be issued share
capital of EcoSecurities.
Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a founder of
EcoSecurities).
BTG Carbon Luxembourg S.á.r.l and Grandal have come together for the specific
purpose of jointly making an offer for EcoSecurities.
The sources and bases of information contained in this announcement are set out
in Appendix II. The definitions of certain expressions used in this announcement
are contained in Appendix III.
+------+----------------------------------------------------------------------------+
| 2. | The Cash Offer |
| | |
+------+----------------------------------------------------------------------------+
Under the Cash Offer, and subject to the Conditions and further terms set out in
Appendix I and the full terms and conditions that will be set out in the Offer
Document, Guanabara will offer to acquire the entire issued and to be issued
share capital of EcoSecurities on the following basis:
For each EcoSecurities Share: 77 pence in cash.
The Cash Offer values the entire issued share capital of EcoSecurities at
approximately GBP 91 million.
Key features of the offer are:
+------+------------------------------------------------------------------------------+
| - | This is an all cash offer; |
| | |
+------+------------------------------------------------------------------------------+
| - | It is not subject to any due diligence of EcoSecurities; |
| | |
+------+------------------------------------------------------------------------------+
| - | The Cash Offer is not dependent on third party debt; |
| | |
+------+------------------------------------------------------------------------------+
| - | Early acceptance by the shareholders of EcoSecurities will mean that |
| | Guanabara will be able to pay the cash consideration as soon as possible |
| | (assuming the Cash Offer has gone unconditional in all respects). |
| | |
+------+------------------------------------------------------------------------------+
+------+------+------------------------------------------------------------------------+
| | - | Under the terms of the Cash Offer, EcoSecurities Shareholders will |
| | | receive 77 pence for each EcoSecurities Share representing: |
| | | |
+------+------+------------------------------------------------------------------------+
| | - | a premium of approximately 69.2 per cent. to the Closing Price of 45.5 |
| | | pence per EcoSecurities Share on 4 June 2009, being the last Business |
| | | Day prior to the date of the announcement by Guanabara that it was |
| | | considering an offer for EcoSecurities. |
| | | |
+------+------+------------------------------------------------------------------------+
| | - | a premium of approximately 141.0 per cent. to 32.0 pence being the |
| | | Volume Weighted Average Trading Price of an EcoSecurities Share over |
| | | the six month period up to the date (5 June 2009) of the announcement |
| | | by Guanabara that it was considering an offer for EcoSecurities. |
| | | |
+------+------+------------------------------------------------------------------------+
+------+------------------------------------------------------------------------------+
| - | The Cash Offer represents an opportunity for EcoSecurities Shareholders to |
| | monetise their investment in EcoSecurities shares at a time of great market |
| | volatility and economic uncertainty, particularly in the carbon marks. |
| | |
+------+------------------------------------------------------------------------------+
| - | Approximately 65% of EcoSecurities pre-2012 CER portfolio is not forward |
| | sold. This makes EcoSecurities overly dependent on future CER prices. The |
| | CER price has decreased 46% over the last 12 months according to Bloomberg. |
| | In addition, the European Climate Exchange CER future contract shows a |
| | declining forward curve between 2009 and 2011 deliveries |
| | |
+------+------------------------------------------------------------------------------+
The Cash Offer, which will be made by Guanabara, will be subject to certain
conditions set out in Appendix I, including amongst other conditions, the
acceptance by EcoSecurities Shareholders holding not less than 80 per cent of
the issued and to be issued share capital of EcoSecurities (or such lower
percentage as Guanabara may determine, subject always to the Takeover Rules).
In the event that the Cash Offer is declared unconditional in all respects,
EcoSecurities Shareholders who have not accepted the Cash Offer may experience a
reduction in the liquidity of their EcoSecurities Shares.
The Cash Offer will extend to all EcoSecurities Shares unconditionally allotted
or issued on the date of the Cash Offer together with any further such
EcoSecurities Shares which are unconditionally allotted or issued (including
pursuant to the exercise of any options issued under the EcoSecurities Share
Options Schemes) while the Cash Offer remains open for acceptance or until such
earlier date as, subject to the Takeover Rules, Guanabara may decide.
The EcoSecurities Shares are to be acquired fully paid and free from all liens,
charges and encumbrances, rights of pre-emption and any other third party rights
or interests of any nature whatsoever and together with all rights attaching
thereto including the right to receive all dividends and other distributions (if
any) declared, made or paid thereafter.
+------+------------------------------------------------------------------------------+
| 3. | Reasons for the Offer |
| | |
+------+------------------------------------------------------------------------------+
Since its creation in 1997, EcoSecurities has continuously evolved to adapt to
changes in the carbon market. In its initial phase, EcoSecurities focused on
providing advisory services to governments, multilateral agencies and
corporations on the various aspects of the UN Convention on Climate Change. With
the Kyoto Protocol becoming effective in 2005, an opportunity arose to play a
more direct role in the nascent carbon markets. This, in turn, provided the
right backdrop for the company to be admitted to trading on AIM, acquiring the
funds and credibility for EcoSecurities to grow and establish itself as a
significant market leader.
At present, Guanabara is of the view that EcoSecurities suffers from the
combined effects of the economic recession, a general decline in stock markets,
and continuing uncertainties around the policies affecting carbon markets.
Furthermore, Guanabara is of the view that the continuous setbacks created by
the convoluted carbon credit regulations and the inefficiencies of the UNFCCC
Clean Development Mechanism, have led to project registration delays, delayed
carbon credit issuance and poor portfolio performance for all companies in the
carbon sector. In Guanabara's view these issues further increase the execution
risks associated with EcoSecurities. Guanabara believes that the combination of
these effects, and the likely absence of a short term fix, make it unlikely that
EcoSecurities shareholders can look forward to any substantial value uplift from
today's levels in the near term.
In order to respond to these external challenges, Guanabara believes that
EcoSecurities needs to be dynamic and flexible. The directors of Guanabara
believe, however, that the requirements of AIM, combined with the governance and
compliance standards adopted by the company, affect its ability to adapt quickly
to new circumstances. In addition, Guanabara understands that EcoSecurities is
still in the process of identifying and recruiting a new CEO and, consequently,
in Guanabara's view is less equipped to deal with current difficulties. The
combination of these factors strongly reinforces the vision of the Directors of
Guanabara that, in these times of uncertainty, EcoSecurities is better managed
under a leaner and more streamlined corporate governance structure.
+------+----------------------------------------------------------------------------+
| 4. | Information on EcoSecurities |
| | |
+------+----------------------------------------------------------------------------+
EcoSecurities is involved in the business of sourcing, developing and trading
carbon credits. EcoSecurities structures and guides Greenhouse gas emission
reduction projects through the project cycle, working with both project
developers and buyers of carbon credits.
EcoSecurities has a network of offices and representatives in over 25 countries
on five continents.
For the financial year ended on 31 December 2008, EcoSecurities reported
revenues of EUR69.5 million and generated a loss of EUR32.2 million. As at 31
December 2008, total assets were EUR98.7 million and shareholders equity was
EUR72.4 million.
+------+----------------------------------------------------------------------------+
| 5. | Information on Guanabara |
| | |
+------+----------------------------------------------------------------------------+
Guanabara is a Dutch company chaired by Dr. Pedro Moura Costa (a founder of
EcoSecurities) and owned as to 50% each by
+------+----------------------------------------------------------------------------+
| (i) | Grandal, a company owned by the Mayanna Trust (a family trust in respect |
| | of which Dr Pedro Moura Costa and his immediate family are the sole |
| | beneficiaries); and |
| | |
+------+----------------------------------------------------------------------------+
| (ii) | BTG Carbon Luxembourg S.à.r.l. an indirect wholly-owned subsidiary of BTG, |
| | a global investment company. |
| | |
+------+----------------------------------------------------------------------------+
BTG and the Mayanna Trust have come together to form the Guanabara for the
specific purpose of jointly making an offer for EcoSecurities
DR PEDRO MOURA COSTA AND THE TRUST
Dr Pedro Moura Costa co-founded EcoSecurities in 1997. From its inception, Dr
Moura Costa was involved in directing the company through its various expansion
phases, establishing the firm's network of offices, recruiting its key staff and
guiding the origination and signing of nearly 500 contracts with emission
reduction projects worldwide. With the admission to trading of EcoSecurities on
AIM in 2005, Dr Moura Costa played the role of President and Chief Operating
Officer. He stepped down from the role of Chief Operating Officer in October
2007 and in early 2009 he resigned from his roles in the Company as President
and board director.
First Island Trustees Limited own (on behalf of the Mayanna Trust) EcoSecurities
Shares representing 10.2% of the issued share capital of EcoSecurities.
BTG INVESTMENTS LP
BTG is a global investment company with over 100 professionals and offices in
Sao Paulo, Rio de Janeiro, London, New York and Hong Kong. BTG manages
proprietary assets alongside clients' assets. The company was founded in 2008 by
André Esteves (the former head of Fixed Income, Currencies and Commodities of
UBS AG, the former chairman and CEO of UBS Latin America and the former CEO of
Banco Pactual), Persio Arida (a former president of the Central Bank of Brazil),
a group of former senior partners of Banco Pactual and senior executives from
UBS.
BTG has made several portfolio investments over the last 8 months, including the
acquisition of Lehman Brothers' operations in Brazil, the acquisition of
Viabrasil (the largest independent retail fuel chain in Brazil) and the recent
acquisition of Estapar (Brazil's largest car park operator). BTG has also made
two sizeable acquisitions to expand its business activities. The acquisition of
Lentikia Capital in March 2009 brought $700 million in assets under management
and the recently announced acquisition of Banco UBS Pactual for $2.5 billion,
which is subject to receipt of approval from the Central Bank of Brazil, will
make BTG become one of the largest independent investment banks based in the
emerging markets, with a strong investment banking franchise in Brazil and asset
managers in London and New York.
BTG intends to continue actively pursuing transactions for its investment
portfolio and the proposed acquisition of EcoSecurities is part of this
long-term equity investment strategy.
BTG Absolute Return Master Fund Limited owns 2,248,840 EcoSecurities Shares.
+------+----------------------------------------------------------------------------+
| 6. | Management and Employees |
+------+----------------------------------------------------------------------------+
Guanabara confirms that, the existing employment rights of all management and
employees of EcoSecurities will be safeguarded in accordance with statutory
requirements following completion of the Cash Offer.
+------+----------------------------------------------------------------------------+
| 7. | Undertakings to Accept the Cash Offer |
+------+----------------------------------------------------------------------------+
Guanabara has received an irrevocable undertaking from First Island Trustees
Limited (on behalf of the Mayanna Trust) to accept the Cash Offer in respect of
12,014,000 EcoSecurities Shares, representing approximately 10.2 per cent. of
the entire issued share capital of EcoSecurities.
Guanabara has received an irrevocable undertaking from BTG Absolute Return
Master Fund Limited to accept the Cash Offer in respect 2,248,840 EcoSecurities
Shares, representing approximately 1.91 per cent. of the entire issued share
capital of EcoSecurities.
+------+----------------------------------------------------------------------------+
| 8. | Effect of the Cash Offer on the EcoSecurities Share Options Schemes |
+------+----------------------------------------------------------------------------+
Guanabara intends to make appropriate proposals to award holders under the
EcoSecurities Share Options Schemes. Holders will be informed of the proposals
as soon as is practicable.
+------+----------------------------------------------------------------------------+
| 9. | Settlement, compulsory acquisition of EcoSecurities Shares and |
| | reregistration |
+------+----------------------------------------------------------------------------+
The consideration will, in relation to EcoSecurities Shareholders who validly
accept the Cash Offer up to the time the Cash Offer becomes or is declared
unconditional in all respects, be despatched not later than 14 days after the
Cash Offer becomes or is declared unconditional in all respects, or thereafter
within 14 days of receipt of acceptance of the Cash Offer.
If Guanabara receives acceptances of the Cash Offer in respect of, and/or
otherwise acquires, 80 per cent. or more of the EcoSecurities Shares to which
the Cash Offer relates (and in the case where the EcoSecurities Shares to which
the Cash Offer relates are voting shares, not less than 80 per cent. of the
voting rights carried by those EcoSecurities Shares) and assuming all other
conditions of the Cash Offer have been satisfied or waived (if they are capable
of being waived), Guanabara currently intends to exercise its rights pursuant to
the provisions of section 204 of the Act to acquire the remaining EcoSecurities
Shares to which the Cash Offer relates on the same terms as the Cash Offer.
As soon as it is appropriate and possible to do so and subject to the Cash Offer
becoming or being declared unconditional in all respects, and subject to any
applicable requirements of AIM, Guanabara currently intends to apply for the
cancellation of the admission to trading of EcoSecurities Shares on AIM and to
propose a resolution to re-register EcoSecurities as a private company under the
relevant provisions of the Companies (Amendment) Act, 1983. It is currently
anticipated that the cancellation of such admission to trading will take effect
no earlier than 20 business days from either the date Guanabara has acquired 75
per cent of the voting rights in EcoSecurities or the date on which the Cash
Offer has been declared unconditional in all respects.
+------+----------------------------------------------------------------------------+
| 10. | Financing |
+------+----------------------------------------------------------------------------+
The Cash Offer will be financed by Grandal and BTG Carbon Luxembourg S.à r.l.
(through their subscription for shares in Guanabara) and notes issued by
Guanabara to BTG Carbon Luxembourg S.à.r.l.
Further information on the financing of the Cash Offer will be set out in the
Offer Document.
Dresdner Kleinwort, financial advisor to Guanabara, is satisfied that the
necessary resources are available to Guanabara to enable it to satisfy full
acceptance of the Cash Offer.
+------+----------------------------------------------------------------------------+
| 11. | Disclosure of Interests in EcoSecurities |
+------+----------------------------------------------------------------------------+
As at 15 July 2009, being the latest Business Day prior to the date of this
announcement, First Island Trustees Limited (on behalf of the Mayanna Trust)
owns 12,014,000 EcoSecurities Shares.
As at 15 July 2009, being the latest Business Day prior to the date of this
announcement, Mauricio Moura Costa, a brother of Dr Pedro Moura Costa, holds
options under the EcoSecurities Share Options Schemes over EcoSecurities Shares.
As at 15 July 2009, being the latest Business Day prior to the date of this
announcement, Henrique Carlos de Moura Costa, father of Dr Pedro Moura Costa,
owns 130,000 EcoSecurities Shares.
As at 15 July 2009, the latest practicable date prior to the date of this
announcement, BTG Absolute Return Master Fund Limited owns 2,248,840
EcoSecurities Shares.
Save as disclosed in this paragraph, neither Guanabara nor, as far as it is
aware, any person acting in concert with Guanabara, owns or controls any
EcoSecurities Shares or any securities convertible or exchangeable into, or
rights to subscribe for or purchase, or holds any options to purchase any
EcoSecurities Shares or has entered into any derivative referenced to
EcoSecurities shares which remains outstanding or has any arrangements in
relation to EcoSecurities shares other than as set out above or in paragraph 7.
+------+----------------------------------------------------------------------------+
| 12. | Agreement with EDF Trading Limited ("EDF Trading") |
+------+----------------------------------------------------------------------------+
Guanabara has entered into a conditional portfolio purchase agreement dated 16
July 2009 with EDF Trading (a wholly owned subsidiary of Électricité de France
S.A.). Pursuant to this agreement, Guanabara has granted EDF Trading options to
acquire CER purchase and sale agreements from EcoSecurities in the event that,
amongst other conditions, Guanabara obtains control of EcoSecurities. The CER
purchase and sale agreements the subject of the options are limited to
agreements in respect of emission reductions taking place prior to 31 December
2012. Provided that EDF Trading exercises an option, it is intended that EDF
Trading shall enter into a services agreement with EcoSecurities pursuant to
which EcoSecurities will provide clean development mechanism services for the
purposes of registration and issuance of the CERs under the agreements the
subject of the option. Completion of an option is conditional on, amongst other
things, all necessary consents, approvals and clearances having been obtained.
Pursuant to the terms of the agreement, EDF Trading agrees not to acquire any
securities in EcoSecurities or to be involved with an offer which may compete
with the Cash Offer.
+------+------------------------------------------------------------------------------+
| 13. | General |
+------+------------------------------------------------------------------------------+
The Offer Document will be despatched to EcoSecurities Shareholders and, for
information only, to holders of options under EcoSecurities Share Options
Schemes, in due course. The Offer Document will include full details of the Cash
Offer, the expected timetable and will specify the necessary action to be taken
by EcoSecurities Shareholders.
The Cash Offer will comply with the applicable rules and regulations of AIM and
the Takeover Rules. The Cash Offer will be governed by Irish law and will be
subject to the jurisdiction of the Irish courts and the Conditions and further
terms set out in Appendix I, and the full terms and conditions to be set out in
the Offer Document.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE OR EXCHANGE, ANY SECURITIES OR THE SOLICITATION OF ANY
VOTE OR APPROVAL IN ANY JURISDICTION, IN CONTRAVENTION OF APPLICABLE LAW.
The availability of the Cash Offer to persons outside Ireland may be affected by
the laws of the relevant jurisdiction. Such persons should inform themselves
about and observe any applicable requirements. The Cash Offer will not be made,
directly or indirectly, in or into Australia, Canada, Japan, South Africa, or
any other jurisdiction where it would be unlawful to do so, or by use of the
mails, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or by any
facility of a national securities exchange of any jurisdiction where it would be
unlawful to do so, and the Cash Offer will not be capable of acceptance by any
such means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa, or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of this announcement and all other documents relating to the
Cash Offer are not being, and must both be, mailed or otherwise forwarded,
distributed or sent in, into or from Australia, Canada, Japan, South Africa, or
any other 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 Cash Offer. Notwithstanding the
foregoing restrictions, Guanabara reserves the right to permit the Cash 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.
In accordance with Irish law and subject to applicable regulatory requirements,
Guanabara or its nominees or brokers (acting as agents) may from time to time
make purchases of, or arrangements to purchase, EcoSecurities Shares outside the
United States, other than pursuant to the Cash Offer. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. These purchases, or arrangements to purchase, shall comply
with applicable rules in Ireland, the Takeover Rules, the rules of AIM and
applicable United States securities laws. Any information about such purchases
will be disclosed as required in Ireland and under applicable regulatory
requirements (including applicable US securities laws).
This announcement has been prepared for the purposes of complying with Irish
law, the rules of AIM and the Takeover Rules and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any jurisdiction
outside of Ireland.
Guanabara strongly advises EcoSecurities Shareholders to read the formal
documentation relating to the Cash Offer when it becomes available because it
will contain important information relating to the Cash Offer. Any response in
relation to the Cash Offer should be made only on the basis of the information
contained in the formal documentation relating to the Cash Offer. This
announcement does not constitute a prospectus or prospectus equivalent document.
Financial Advisers
Dresdner Kleinwort Limited, which is authorised by the Financial Services
Authority, is acting as sole financial adviser to Guanabara and no one else in
connection with the Cash Offer and will not be responsible to anyone other than
Guanabara for providing the protections afforded to clients of Dresdner
Kleinwort Limited, or for affording advice in relation to the transaction or any
other matter referred to herein.
Noble & Company, which is authorised and regulated by the Financial Services
Authority, is acting as corporate broker to Guanabara and no one else in
connection with the Cash Offer and will not be responsible to anyone other than
Guanabara for providing the protections afforded to clients of Noble & Company
or for affording advice in relation to the transaction or any other matter
referred to herein.
Director's Responsibility Statements
The directors of Guanabara accept responsibility for all the information
contained in this announcement, save that the only responsibility accepted by
them in respect of information in this announcement relating to the
EcoSecurities Group which has been compiled from public sources is to ensure
that such information has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of the directors
of Guanabara (who have taken all reasonable care to ensure that such is the
case), the information 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.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any person (whether
or not an associate of Guanabara or EcoSecurities) owns or controls one per
cent. or more of any class of relevant securities of Guanabara or EcoSecurities,
or as a result of any transaction will own or control one per cent of any such
class all dealings during an offer period by such person in securities of that
company of that class or in options in respect of or in derivatives referred to
securities of that company of that class must be publicly disclosed by no later
than 12.00 noon (Dublin time) on the business day following the date of the
relevant transaction.
If two or more persons act to acquire or control relevant securities of
Guanabara or EcoSecurities, they will be deemed to be a single person for the
purpose of Rule 8.3(a).
Accordingly holders of one per cent. or more of any class of relevant securities
of Guanabara or EcoSecurities may have disclosure obligations under Rule 8.3
effective from the date of this announcement.
Under the provisions of Rule 8.1 of the Takeover Rules, all dealings in relevant
securities of EcoSecurities by Guanabara or EcoSecurities or by any of their
respective associates, for their own account during an offer period must be
disclosed by no later than 12.00 noon (Dublin time) on the business day
following the date of the relevant transaction.
If you are in any doubt as to whether or not you are required to disclose a
'dealing' under Rule 8, you should consult the Panel.
Forward Looking Statements
This document includes certain 'forward looking statements' concerning the Cash
Offer, EcoSecurities and Guanabara and their future financial condition and
performance. Statements that are not historical facts, including statements
about Guanabara or the EcoSecurities Group or its management's beliefs and
expectations, are forward looking statements. Words such as 'believes',
'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will',
'would', 'could', 'considered', 'likely', 'estimate' and variations of these
words and similar future or conditional expressions are intended to identify
forward looking statements but are not the exclusive means of identifying such
statements. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend upon future circumstances
that may or may not occur.
Examples of such forward looking statements include, but are not limited to,
statements about expected benefits and risks associated with the Cash Offer,
projections or expectations of profit attributable to shareholders, anticipated
provisions or write-downs, economic profit, dividends, capital structure or any
other financial items or ratios; statements of plans, objectives or goals of
Guanabara or the combined business following the Cash Offer; statements about
future trends in interest rates, liquidity, foreign exchange rates, stock market
levels and demographic trends and any impact that those matters may have on
Guanabara, EcoSecurities or the combined company following the Cash Offer;
statements concerning any future geographic market or other economic environment
or performance; statements about strategic goals, competition, regulation,
regulatory approvals, dispositions and consolidation or technological
developments in the financial services industry; and statements of assumptions
underlying such statements.
Factors that could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward
looking statements made by Guanabara or on its behalf include, but are not
limited to, general economic conditions in any geographic or other market;
regulatory scrutiny, legal proceedings or complaints; changes in competition and
pricing environments; the inability to hedge certain risks economically; the
adequacy of loss reserves; the ability to secure new customers and develop more
business from existing customers; the Cash Offer not being completed or not
being completed as currently envisaged; additional unanticipated costs
associated with the Cash Offer or the operating of the combined company; or an
inability to implement the strategy of the combined company or achieve the Cash
Offer benefits set out in this announcement. Additional factors that could cause
actual results to differ materially from forward looking statements are set out
in the most recent annual reports and accounts of EcoSecurities.
Forward-looking statements only speak as of the date on which they are made, and
the events discussed in this announcement may not occur. Subject to compliance
with applicable law and regulation, neither BTG, BTG Carbon Luxembourg S.á.r.l.
the Mayanna Trust or Guanabara undertakes any obligation to update publicly or
revise forward-looking statements, whether as a result of new information,
future events or otherwise
No Profit Forecast
No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either Guanabara or EcoSecurities as
appropriate.
Announcement issued pursuant to Rule 2.5 of the Takeover Rules
This announcement is made pursuant to Rule 2.5 of the Takeover Rules.
APPENDIX I
Conditions to the Cash Offer
The Cash Offer complies with the Takeover Rules and, where relevant, the rules
and regulations of AIM and is subject to the terms and conditions set out in
this document. The Cash Offer is governed by the laws of Ireland and subject to
the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not
limit the right to seek provisional or protective relief in the courts of
another State during or after any substantive proceedings have been instituted
in Ireland, nor shall it limit the right to bring enforcement proceedings in
another State on foot of an Irish judgment.
The Cash Offer will be subject to the following conditions:
Acceptance Condition
+------+----------------------------------------------------------------------------+
| 1. | Valid acceptances being received (and not, where permitted, withdrawn) by |
| | not later than 3.00 pm on the initial closing date (or such later time(s) |
| | and/or date(s) as Guanabara may determine, subject always to the Takeover |
| | Rules) in respect of not less than 80 per cent. (or such lower percentage |
| | as Guanabara may determine, subject always to the Takeover Rules) in |
| | nominal value of the EcoSecurities Shares Affected, and, where the |
| | EcoSecurities Shares Affected are voting shares, not less than 80 per |
| | cent. (or such lower percentage as Guanabara may determine, subject always |
| | to the Takeover Rules) of the voting rights carried by those EcoSecurities |
| | Shares Affected, provided that this condition shall not be satisfied |
| | unless Guanabara shall have acquired or agreed to acquire (whether |
| | pursuant to the Cash Offer or otherwise) EcoSecurities Shares carrying in |
| | aggregate more than 50 per cent. of the voting rights then exercisable at |
| | general meetings of EcoSecurities. |
| | |
+------+----------------------------------------------------------------------------+
| | For the purposes of this condition: |
+------+----------------------------------------------------------------------------+
+------+----------------------------------------------------------------------+
| (a) | any EcoSecurities Shares Affected which have been unconditionally |
| | allotted shall be deemed to carry the voting rights they will carry |
| | upon their being entered in the register of member of EcoSecurities; |
| | and |
| | |
+------+----------------------------------------------------------------------+
| (b) | the expression "EcoSecurities Shares Affected" shall: |
| | |
+------+----------------------------------------------------------------------+
+-------+-------+--------------------------------------------------------+
| | (i) | mean EcoSecurities Shares issued or allotted on or |
| | | before the date the Cash Offer is made; and |
| | | |
+-------+-------+--------------------------------------------------------+
| | (ii) | mean EcoSecurities Shares issued or allotted after |
| | | that date (including, without limitation, any shares |
| | | issued pursuant to any option or other arrangements) |
| | | but before the time at which the Offer closes, or such |
| | | earlier date as Guanabara may determine, subject |
| | | always to the Takeover Rules (not being earlier than |
| | | the date on which the Cash Offer becomes unconditional |
| | | as to acceptances or, if later, the initial closing |
| | | date); and |
| | | |
+-------+-------+--------------------------------------------------------+
| | (iii) | exclude any EcoSecurities Shares beneficially owned or |
| | | controlled by Guanabara on or before the date the |
| | | Offer is made. |
| | | |
+-------+-------+--------------------------------------------------------+
+-------+---------------------------------------------------------------------------+
| 2. | Subject to paragraph 3 of this Appendix I, the Cash Offer will also be |
| | conditional upon the following matters having been satisfied or waived: |
| | |
+-------+---------------------------------------------------------------------------+
+-------+----------+----------------------------------------------------------------+
| | 2.1 | each Relevant Regulator having, to the extent necessary, |
| | | approved or is being deemed to have approved, in terms |
| | | reasonably satisfactory to Guanabara, the acquisition by |
| | | Guanabara of control over EcoSecurities and any member of the |
| | | Wider EcoSecurities Group which is authorised or regulated by |
| | | any Relevant Regulator, either unconditionally or subject to |
| | | the fulfilment of certain conditions or obligations acceptable |
| | | to Guanabara; |
| | | |
+-------+----------+----------------------------------------------------------------+
| | 2.2 | no Third Party having decided to take, institute, implement or |
| | | threaten any action, proceeding, suit, investigation, enquiry |
| | | or reference, or having required any such action to be taken |
| | | or otherwise having done anything or having enacted, made or |
| | | proposed any statute, regulation, decision or order and there |
| | | not continuing to be outstanding any statute, regulation, |
| | | decision or order or having withheld any consent or having |
| | | taken or having one or having decided to do or take any other |
| | | steps which would or is reasonably likely to: |
| | | |
+-------+----------+----------------------------------------------------------------+
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.1 | make the Cash Offer, its implementation or the |
| | | | acquisition or proposed acquisition by Guanabara or any |
| | | | shares in or control of EcoSecurities or any of the |
| | | | assets of the EcoSecurities Group void, unenforceable or |
| | | | illegal under the laws of any jurisdiction or otherwise |
| | | | directly or indirectly restrain, revoke, restrict, |
| | | | prohibit, delay or otherwise interfere with the |
| | | | implementation of, or impose additional material |
| | | | conditions or obligations with respect to, or otherwise |
| | | | challenge or require material amendment of the Cash |
| | | | Offer; |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.2 | require, prevent or delay the divestiture or materially |
| | | | alter the terms envisaged for any proposed divestiture by |
| | | | any member of the Wider Guanabara Group or by any member |
| | | | of the Wider EcoSecurities Group of all or any part of |
| | | | their respective businesses, assets or properties or |
| | | | impose any limitation on their ability to conduct their |
| | | | respective businesses (or any of them) or to own any of |
| | | | their respective assets or properties or any part |
| | | | thereof, which in any such case is material in the |
| | | | context of (as the case may be) the Wider Guanabara Group |
| | | | or the Wider EcoSecurities Group taken as a whole; |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.3 | impose any limitation on, or result in a delay in, the |
| | | | ability of any member of the Wider Guanabara Group to |
| | | | acquire or hold or to exercise effectively, directly or |
| | | | indirectly, all or any rights of ownership of shares or |
| | | | other securities (or the equivalent) in EcoSecurities or |
| | | | on the ability of any member of the Wider EcoSecurities |
| | | | Group or any member of the Wider Guanabara Group to hold |
| | | | or exercise effectively any rights of ownership of shares |
| | | | or other securities in or to exercise management control |
| | | | over any member of the Wider EcoSecurities Group, which |
| | | | in any such case is material in the context of the Wider |
| | | | EcoSecurities Group taken as a whole; |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.4 | require any member of the Wider Guanabara Group or the |
| | | | Wider EcoSecurities Group to acquire or offer to acquire |
| | | | any shares or other securities (or the equivalent) in any |
| | | | member of the Wider EcoSecurities Group or any asset |
| | | | owned by any third party (other than in the |
| | | | implementation of the Cash Offer); |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.5 | require, prevent or delay a divestiture by any member of |
| | | | the Wider Guanabara Group of any shares or other |
| | | | securities (or the equivalent) in EcoSecurities; |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.6 | result in any member of the Wider EcoSecurities Group |
| | | | ceasing to be able to carry on business under any name |
| | | | which it presently does so the effect of which is |
| | | | material in the context of the Wider EcoSecurities Group |
| | | | taken as a whole; |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.7 | impose any material limitation on the ability of any |
| | | | member of the Wider Guanabara Group or any member of the |
| | | | Wider EcoSecurities Group to integrate or co-ordinate all |
| | | | or any part of its business with all or any part of the |
| | | | business of any other member of the Wider Guanabara Group |
| | | | and/or the Wider EcoSecurities Group which is adverse to |
| | | | and material in the context of the Wider EcoSecurities |
| | | | Group taken as a whole; or |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
| | | 2.2.8 | otherwise affect the business, assets, profits or |
| | | | prospects of any member of the Wider Guanabara Group or |
| | | | any member of the Wider EcoSecurities Group in a manner |
| | | | which is adverse to and material in the context of the |
| | | | Wider Guanabara Group taken as a whole or the Wider |
| | | | EcoSecurities Group taken as a whole (as the case may |
| | | | be); |
| | | | |
+-------+----------+-------+-----------------------------------------------------------+
+-------+----------+----------------------------------------------------------------+
| | | and all applicable waiting and other time periods during which |
| | | any such Third Party could decide to take, institute or |
| | | threaten any such action, proceeding, suit, investigation, |
| | | enquiry or reference or otherwise intervene under the laws of |
| | | any jurisdiction in respect of the Cash Offer, or the proposed |
| | | Cash Offer of any EcoSecurities Shares having expired, lapsed, |
| | | or been terminated; |
| | | |
+-------+----------+----------------------------------------------------------------+
| | 2.3 | all necessary or appropriate notifications, applications |
| | | and/or filings having been made in connection with the Cash |
| | | Offer and all necessary waiting periods (including any |
| | | extensions thereof) in connection therewith under any |
| | | applicable legislation or regulation of any jurisdiction |
| | | having expired, lapsed or been terminated (as appropriate) and |
| | | all statutory and regulatory obligations in any jurisdiction |
| | | having been complied with in connection with the Cash Offer |
| | | and all Authorisations necessary or reasonably deemed |
| | | appropriate by Guanabara in any jurisdiction for or in respect |
| | | of the Cash Offer or the proposed Cash Offer for any shares or |
| | | other securities in, or control of, EcoSecurities by any |
| | | member of the Wider Guanabara Group having been obtained in |
| | | terms and in a form reasonably satisfactory to Guanabara from |
| | | all appropriate Third Parties or (without prejudice to the |
| | | generality of the foregoing) from any person or bodies with |
| | | whom any member of the Wider EcoSecurities Group or the Wider |
| | | Guanabara Group has entered into contractual arrangements and |
| | | all such Authorisations necessary or reasonably deemed |
| | | appropriate by Guanabara to carry on the business of any |
| | | member of the Wider EcoSecurities Group in any jurisdiction |
| | | having been obtained, in each case where a failure to make |
| | | such notification or filing or to wait for the expiry, |
| | | termination or lapsing of any such waiting period or to comply |
| | | with such obligation or obtain such Authorisation would be |
| | | material to the Wider EcoSecurities Group taken as a whole and |
| | | all such Authorisations remaining in full force and effect at |
| | | the Effective Date and there being no notice or intimation of |
| | | an intention to revoke, suspend, restrict, modify or not to |
| | | renew such Authorisations; |
| | | |
+-------+----------+----------------------------------------------------------------+
| | 2.4 | except as publicly disclosed, there being no provision of any |
| | | arrangement, agreement, licence, permit, lease or other |
| | | instrument to which any member of the Wider EcoSecurities |
| | | Group is a party or by or to which any such member or any of |
| | | its assets is or may be bound or be subject, or any event or |
| | | circumstance having occurred which under any agreement, |
| | | arrangement, licence, permit, lease or other instrument which |
| | | any member of the Wider EcoSecurities Group is a party to or |
| | | to which any member of the Wider EcoSecurities Group or any of |
| | | its assets may be bound, entitled or subject which would |
| | | result in, as a consequence of the Cash Offer or the |
| | | acquisition or proposed acquisition by any member of the Wider |
| | | Guanabara Group of any shares or other securities (or the |
| | | equivalent) in EcoSecurities or because of a change in the |
| | | control or management of any member of the EcoSecurities Group |
| | | or otherwise, could or might reasonably be expected to result |
| | | in, in any such case to an extent which is material in the |
| | | context of the Wider EcoSecurities Group taken as a whole: |
| | | |
+-------+----------+----------------------------------------------------------------+
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.1 | any monies borrowed by, or any other indebtedness, |
| | | | actual or contingent, of any member of the Wider |
| | | | EcoSecurities Group being or becoming repayable, or |
| | | | capable of being declared repayable, immediately or |
| | | | prior to its or their stated maturity, or the ability |
| | | | of any such member to borrow monies or incur any |
| | | | indebtedness being withdrawn or inhibited or becoming |
| | | | capable of being withdrawn or inhibited; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.2 | the rights, liabilities, obligations, interests or |
| | | | business of any member of the Wider EcoSecurities Group |
| | | | under any such arrangement, agreement, licence, permit, |
| | | | lease or instrument or the interests or business of any |
| | | | member of the Wider EcoSecurities Group in or with any |
| | | | other firm or company or body or person (or any |
| | | | agreement or arrangements relating to any such business |
| | | | or interests) being terminated or adversely modified or |
| | | | affected or any onerous obligation or liability arising |
| | | | or any adverse action being taken thereunder; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.3 | any member of the Wider EcoSecurities Group ceasing to |
| | | | be able to carry on business under any name under which |
| | | | it presently does so; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.4 | any assets or interests of, or any asset the use of |
| | | | which is enjoyed by, any member of the Wider |
| | | | EcoSecurities Group being or falling to be disposed of |
| | | | or charged or any right arising under which any such |
| | | | asset or interest could be required to be disposed of |
| | | | or charged or could cease to be available to any member |
| | | | of the Wider EcoSecurities Group otherwise than in the |
| | | | ordinary course of business; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.5 | the creation or enforcement of any mortgage, charge or |
| | | | other security interest over the whole or any part of |
| | | | the business, property or assets of any member of the |
| | | | Wider EcoSecurities Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.6 | the value of, or the financial or trading position or |
| | | | prospects of any member of the Wider EcoSecurities |
| | | | Group being prejudiced or adversely affected; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.7 | the creation of any liability (actual or contingent) by |
| | | | any member of the Wider EcoSecurities Group; or |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.4.8 | any liability of any member of the Wider EcoSecurities |
| | | | Group to make any severance, termination, bonus or |
| | | | other payment to any of the directors or other |
| | | | officers; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
+--------+----------+----------------------------------------------------------------+
| | 2.5 | except as publicly disclosed and/or save as publicly announced |
| | | (by the delivery of an announcement to the London Stock |
| | | Exchange or otherwise publicly disclosed by the EcoSecurities |
| | | Group), no member of the Wider EcoSecurities Group having |
| | | since 31 December 2008: |
+--------+----------+----------------------------------------------------------------+
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.1 | (save as between EcoSecurities and wholly owned |
| | | | subsidiaries of EcoSecurities and save for the issue of |
| | | | EcoSecurities Shares on the exercise of options granted |
| | | | under the EcoSecurities Share Options Schemes or |
| | | | pursuant to EcoSecurities's dividend reinvestment |
| | | | scheme) issued or agreed to issue or authorised or |
| | | | proposed the issue of additional shares or securities |
| | | | of any class, or securities convertible into or |
| | | | exchangeable for shares, or rights, warrants or options |
| | | | to subscribe for or acquire any such shares, securities |
| | | | or convertible securities; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.2 | recommended, declared, paid or made or proposed to |
| | | | recommend, declare, pay or make any bonus, dividend or |
| | | | other distribution (whether in cash or otherwise) save |
| | | | for any dividend declared prior to the Effective Date |
| | | | by any wholly owned subsidiary of EcoSecurities; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.3 | save for transactions between EcoSecurities and its |
| | | | wholly owned subsidiaries or between such wholly-owned |
| | | | subsidiaries, merged with or demerged or acquired any |
| | | | body corporate, partnership or business or acquired or |
| | | | disposed of, or transferred, mortgaged or charged or |
| | | | created any security interest over, any assets or any |
| | | | right, title or interest in any asset (including shares |
| | | | and trade investments) or authorised, proposed or |
| | | | announced any intention to do so in each case which is |
| | | | material in the context of the Wider EcoSecurities |
| | | | Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.4 | save as between EcoSecurities and its wholly owned |
| | | | subsidiaries or between such wholly owned subsidiaries, |
| | | | made, authorised, proposed or announced an intention to |
| | | | propose any change in its loan capital other than in |
| | | | the ordinary and usual course of carrying out its |
| | | | current banking activities; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.5 | issued, authorised or proposed the issue of any |
| | | | debentures, or (save as between EcoSecurities and its |
| | | | wholly owned subsidiaries or between such wholly owned |
| | | | subsidiaries) incurred or increased any indebtedness or |
| | | | contingent liability, in any such case otherwise than |
| | | | in a manner which is materially consistent with the |
| | | | business of the Wider EcoSecurities Group being |
| | | | conducted in the ordinary and usual course; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.6 | entered into or varied or announced its intention to |
| | | | enter into or vary any contract, transaction, |
| | | | arrangement or commitment (whether in respect of |
| | | | capital expenditure or otherwise) (otherwise than in |
| | | | the ordinary and usual course of business) which is of |
| | | | a long term, unusual or onerous nature, or which |
| | | | involves or could involve an obligation of a nature or |
| | | | magnitude which is, in any such case, material in the |
| | | | context of the Wider EcoSecurities Group or which is or |
| | | | is likely to be materially restrictive on the business |
| | | | of any member of the Wider EcoSecurities Group or the |
| | | | Wider Guanabara Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.7 | entered into or varied the terms of any contract, |
| | | | service agreement or any arrangement with any director |
| | | | or senior executive of any member of the Wider |
| | | | EcoSecurities Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.8 | proposed, agreed to provide or modified the terms of |
| | | | any share option scheme, incentive scheme or other |
| | | | benefit relating to the employment or termination of |
| | | | employment of any employee of the Wider EcoSecurities |
| | | | Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.9 | made or agreed or consented to any significant change |
| | | | to the terms of the trust deeds constituting the |
| | | | pension schemes established for its directors, |
| | | | employees or their dependants or the benefits which |
| | | | accrue, or to the pensions which are payable, |
| | | | thereunder, or to the basis on which qualification for, |
| | | | or accrual or entitlement to, such benefits or pensions |
| | | | are calculated or determined or to the basis on which |
| | | | the liabilities (including pensions) of such pension |
| | | | schemes are funded or made, or agreed or consented to |
| | | | any change to the trustees involving the appointment of |
| | | | a trust corporation, which in any such case would be |
| | | | material in the context of the pension schemes operated |
| | | | by the EcoSecurities Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.10 | implemented, effected or authorised, proposed or |
| | | | announced its intention to implement, effect, authorise |
| | | | or propose any reconstruction, amalgamation, |
| | | | commitment, scheme or other transaction or arrangement |
| | | | other than where it is not material in the context of |
| | | | the Wider EcoSecurities Group or between wholly owned |
| | | | members of the EcoSecurities Group; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.11 | purchased, redeemed or repaid or proposed the purchase, |
| | | | redemption or repayment of any of its own shares or |
| | | | other securities or reduced or, save in respect of the |
| | | | matters mentioned in sub-paragraph 2.5.6 above, made |
| | | | any other change to any part of its share capital to an |
| | | | extent which (other than in the case of EcoSecurities) |
| | | | is material in the context of the Wider EcoSecurities |
| | | | Group taken as a whole; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.12 | waived or compromised any claim otherwise than in the |
| | | | ordinary and usual course of business which is material |
| | | | in the context of the Wider EcoSecurities Group taken |
| | | | as a whole; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.13 | (other than in respect of a member which is dormant and |
| | | | was solvent at the relevant time) taken or proposed any |
| | | | corporate action or (to the extent material in the |
| | | | context of the Wider EcoSecurities Group taken as a |
| | | | whole) had any legal proceedings instituted or |
| | | | threatened against it for its winding-up (voluntary or |
| | | | otherwise), dissolution, reorganisation or for the |
| | | | appointment of any administrator, administrative |
| | | | receiver, trustee or similar officer of all or any of |
| | | | its assets or revenues or any analogous proceedings in |
| | | | any jurisdiction or appointed any analogous person in |
| | | | any jurisdiction; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.14 | been unable, or admitted in writing that it is unable, |
| | | | to pay its debts or having stopped or suspended (or |
| | | | threatened to stop or suspend) payment of its debts |
| | | | generally or ceased or threatened to cease carrying on |
| | | | all or a substantial part of its business; or |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.5.15 | entered into any contract, commitment, agreement or |
| | | | arrangement or passed any resolution with respect to or |
| | | | announced an intention to effect or propose any of the |
| | | | transactions, matters or events referred to in this |
| | | | paragraph (i); |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
+--------+----------+----------------------------------------------------------------+
| | 2.6 | except as publicly disclosed and/or publicly announced (by the |
| | | delivery of an announcement to the London Stock Exchange or |
| | | otherwise publicly disclosed by the EcoSecurities Group) since |
| | | 31 December 2008: |
| | | |
+--------+----------+----------------------------------------------------------------+
+--------+----------+--------+---------------------------------------------------------+
| | | 2.6.1 | there having been no adverse change in the business, |
| | | | assets, financial or trading position, profits or |
| | | | prospects of any member of the Wider EcoSecurities |
| | | | Group which is material in the context of the Wider |
| | | | EcoSecurities Group taken as a whole; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.6.2 | no litigation, arbitration proceedings, prosecution or |
| | | | other legal proceedings having been threatened, |
| | | | announced or instituted by or against or remaining |
| | | | outstanding against any member of the Wider |
| | | | EcoSecurities Group or to which any member of the Wider |
| | | | EcoSecurities Group is or may become a party (whether |
| | | | as plaintiff or defendant or otherwise) and no enquiry |
| | | | or investigation by or complaint or reference to any |
| | | | Third Party against or in respect of any member of the |
| | | | Wider EcoSecurities Group having been threatened, |
| | | | announced or instituted or remaining outstanding which, |
| | | | in any such case, might be reasonably likely to |
| | | | adversely affect any member of the Wider EcoSecurities |
| | | | Group to an extent which is material to the Wider |
| | | | EcoSecurities Group taken as a whole; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.6.3 | no contingent or other liability having arisen or being |
| | | | likely to arise or having become apparent to Guanabara |
| | | | which is or would be likely to adversely affect the |
| | | | business, assets, financial or trading position or |
| | | | profits or prospects of any member of the Wider |
| | | | EcoSecurities Group to an extent which is material to |
| | | | the Wider EcoSecurities Group taken as a whole; and |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
| | | 2.6.4 | no steps having been taken and no omissions having been |
| | | | made which are likely to result in the withdrawal, |
| | | | cancellation, termination or modification of any |
| | | | licence held by any member of the Wider EcoSecurities |
| | | | Group which is necessary for the proper carrying on of |
| | | | its business and the withdrawal, cancellation, |
| | | | termination or modification of which is material and |
| | | | likely to adversely affect the Wider EcoSecurities |
| | | | Group taken as a whole; |
| | | | |
+--------+----------+--------+---------------------------------------------------------+
+--------+----------+----------------------------------------------------------------+
| | 2.7 | except as publicly disclosed and/or publicly announced (by the |
| | | delivery of an announcement to the London Stock Exchange or |
| | | otherwise publicly disclosed by the EcoSecurities Group), |
| | | Guanabara not having discovered: |
| | | |
+--------+----------+----------------------------------------------------------------+
+--------+----------+-------+---------------------------------------------------------+
| | | 2.7.1 | that any financial, business or other information |
| | | | concerning the Wider EcoSecurities Group publicly |
| | | | disclosed or disclosed to any member of the Guanabara |
| | | | Group at any time by or on behalf of any member of the |
| | | | Wider EcoSecurities Group is materially misleading, |
| | | | contains a misrepresentation of material fact or omits |
| | | | to state a material fact necessary to make the |
| | | | information contained therein not misleading; |
| | | | |
+--------+----------+-------+---------------------------------------------------------+
| | | 2.7.2 | that any member of the Wider EcoSecurities Group is |
| | | | subject to any liability, contingent or otherwise, |
| | | | which is not disclosed in the Annual Report and |
| | | | Accounts or Interim Results of EcoSecurities, and which |
| | | | is material in the context of the Wider EcoSecurities |
| | | | Group taken as a whole; or |
| | | | |
+--------+----------+-------+---------------------------------------------------------+
| | | 2.7.3 | any information which affects the import of any |
| | | | information disclosed to Guanabara prior to the date of |
| | | | this announcement at any time by or on behalf of any |
| | | | member of the Wider EcoSecurities Group and which is |
| | | | material in the context of the Wider EcoSecurities |
| | | | Group taken as a whole; and |
| | | | |
+--------+----------+-------+---------------------------------------------------------+
+--------+----------+----------------------------------------------------------------+
| | 2.8 | except as publicly disclosed and/or publicly announced (by the |
| | | delivery of an announcement to the London Stock Exchange or |
| | | otherwise publicly disclosed by the EcoSecurities Group) in |
| | | relation to any release, emission, accumulation, discharge, |
| | | disposal or other fact or circumstance which has impaired or |
| | | is likely to impair the environment (including property) or |
| | | harmed or is likely to harm human health, no past or present |
| | | member of the Wider EcoSecurities Group (i) having committed |
| | | any violation of any applicable laws, statutes, regulations, |
| | | notices or other requirements of any Third Party; and/or (ii) |
| | | having incurred any liability (whether actual or contingent) |
| | | to any Third Party; and/or (iii) being likely to incur any |
| | | liability (whether actual or contingent), or being required, |
| | | to make good, remediate, repair, reinstate or clean up the |
| | | environment (including any property), which (in each case) is |
| | | material in the context of the Wider EcoSecurities Group taken |
| | | as a whole. |
| | | |
+--------+----------+----------------------------------------------------------------+
+--------+---------------------------------------------------------------------------+
| 3. | Guanabara reserves the right to waive in whole or in part all or any of |
| | the Conditions except Conditions 1 and 2.1. Guanabara will be under no |
| | obligation to waive or treat as satisfied any of the Conditions |
| | notwithstanding that the other Conditions may have been waived or |
| | satisfied. |
| | |
+--------+---------------------------------------------------------------------------+
| 4. | The Cash Offer will lapse unless all of the conditions set out above have |
| | been fulfilled or (if capable of wavier) waived or, where appropriate, |
| | have been determined by Guanabara to be or to remain satisfied on the day |
| | which is 21 days after the later of the initial closing date, the date on |
| | which condition (a) is fulfilled or such later date as Guanabara may, |
| | with the consent of the Panel (to the extent required) decide. Except for |
| | condition (a), Guanabara shall not be obliged to waive (if capable of |
| | waiver) or treat as satisfied any condition by a date earlier than the |
| | latest day for the fulfilment of all conditions referred to in the |
| | previous sentence, notwithstanding that any other condition of the Cash |
| | Offer may at such earlier date have been waived or fulfilled or that |
| | there are at such earlier dates no circumstances indicating that the |
| | relevant condition may not be capable of fulfilment. |
| | |
+--------+---------------------------------------------------------------------------+
| 5. | To the extent that the Cash Offer would give rise to a concentration with |
| | a Community dimension within the scope of Council Regulation (EC) No |
| | 139/2004 (the 'Regulation'), the Cash Offer shall lapse if the European |
| | Commission initiates proceedings in respect of that concentration under |
| | Article 6(1)(c) of the Regulation or refers the concentration to a |
| | competent authority of a Member State under Article 9(1) of the |
| | Regulation before the first closing date of the Cash Offer or the date |
| | when the Cash Offer becomes or is declared unconditional as to |
| | acceptances, whichever is the later. |
| | |
+--------+---------------------------------------------------------------------------+
| 6. | If the Cash Offer lapses, it will cease to be capable of further |
| | acceptance. EcoSecurities Shareholders who have already accepted the Cash |
| | Offer shall then cease to be bound by the acceptances delivered on or |
| | before the date on which the Cash Offer lapses. |
| | |
+--------+---------------------------------------------------------------------------+
| 7. | If Guanabara is required by the Panel to make an offer for EcoSecurities |
| | Shares under the provisions of Rule 9 of the Takeover Rules, then |
| | Guanabara may make such alterations to any of the above conditions as are |
| | necessary to comply with the provisions of that Rule. |
| | |
+--------+---------------------------------------------------------------------------+
APPENDIX II
Sources and Bases of Information
Third Party Sources
Guanabara confirm that the information in this document obtained from third
party sources has been correctly and fairly reproduced. So far as Guanabara are
aware and have been able to ascertain from information published from such third
parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Guanabara does not have access to the
facts and assumptions underlying the data extracted from publically available
sources. As a result, Guanabara are unable to verify such.
Save as otherwise stated, the following constitute the bases and sources of
certain information referred to in this announcement:
Page 1
+------+----------------------------------------------------------------------------+
| (a) | Guanabara 2.4 announcement dated 5 June 2009. |
| | |
+------+----------------------------------------------------------------------------+
| (b) | Information in relation to the shareholders of Guanabara sourced from the |
| | company registers of Grandal Services Limited and BTG Carbon Luxembourg |
| | S.à.r.l. |
| | |
+------+----------------------------------------------------------------------------+
| (c) | Information in relation to the number of issued shares of EcoSecurities is |
| | sourced from Rule 2.10 Announcement of EcoSecurities dated 8 June 2009. |
| | |
+------+----------------------------------------------------------------------------+
| (d) | Information in relation to the closing share price of EcoSecurities on 4 |
| | June 2009 and over the 6 month period up to 4 June 2009 is sourced from |
| | Bloomberg. |
| | |
+------+----------------------------------------------------------------------------+
| (e) | Information regarding the liquidity of EcoSecurities' shares sourced from |
| | Bloomberg. |
| | |
+------+----------------------------------------------------------------------------+
Page 2
+------+----------------------------------------------------------------------------+
| (a) | Information in relation to irrevocable undertakings received sourced from |
| | First Island Trustees Limited and BTG Absolute Return Master Fund L.P. |
| | irrevocable undertakings to Guanabara. |
| | |
+------+----------------------------------------------------------------------------+
| (b) | Information in relation to EcoSecurities pre-2012 CER portfolio is taken |
| | from the 2008 Annual Report of EcoSecurities and the 2009 AGM Statement of |
| | EcoSecurities. |
| | |
+------+----------------------------------------------------------------------------+
| (c) | Information in relation to CER prices is sourced from Bloomberg. |
| | |
+------+----------------------------------------------------------------------------+
| (d) | Information in relation to future contract prices is sourced from the |
| | European Climate Exchange website. |
| | |
+------+----------------------------------------------------------------------------+
| (e) | Information in relation to climate policy uncertainties is sourced from |
| | the following sources: |
| | |
+------+----------------------------------------------------------------------------+
+------+--------+-----------------------------------------------------------------------+
| | (i) | "US project developers push for change to Climate Bill" - article |
| | | published 29 May 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (ii) | "Economic crisis could cause emissions to rise - IEA" - article |
| | | published 27 May 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (iii) | Trading update of EcoSecurities dated 6 November 2007. |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (iv) | 2007 preliminary results presentation of EcoSecurities dated 13 March |
| | | 2008. |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (v) | 2008 interim results presentation of EcoSecurities dated 11 September |
| | | 2008. |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (vi) | Noble analyst report on Camco International dated 17 February 2009. |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (vii) | Undated memo from the International Emissions Trading Association. |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (viii) | Letter from the Project Developer Forum Limited to the members of the |
| | | CDM Executive Board re. "PD forum response to the call for input on |
| | | efficiencies and operation of the CDM and opportunities for |
| | | improvement" dated 4 May 2009. |
| | | |
+------+--------+-----------------------------------------------------------------------+
+------+----------------------------------------------------------------------+
| (f) | Information in relation to delays in the CDM cycle are sourced from: |
| | |
+------+----------------------------------------------------------------------+
+------+-------+------------------------------------------------------------------------+
| | (i) | "Higher costs and paperwork hit CER issuance" -article published 19 |
| | | May 2009 - www.pointcarbon.com |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (ii) | "China CDM wind projects face turbulent future" - article published 23 |
| | | June 2009 - www.pointcarbon.com |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (iii) | "Australia delays vote on carbon scheme" - article published 23 June |
| | | 2009 - www.pointcarbon.com |
| | | |
+------+-------+------------------------------------------------------------------------+
+------+----------------------------------------------------------------------------+
| (g) | Information in relation to poorer quality and higher financing risk in |
| | projects is sourced from the following sources: |
| | |
+------+----------------------------------------------------------------------------+
+------+--------+-----------------------------------------------------------------------+
| | (i) | "Green investment under threat: PWC" - article published 7 May 2009 - |
| | | www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (ii) | "Carbon markets need to restore credibility: funds" - article |
| | | published 19 May 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (iii) | RNS Announcement of Camco International Limited dated 2 December 2008 |
| | | |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (iv) | RNS Announcement of EcoSecurities dated 1 December 2008 |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (v) | "Financing breakthrough unlikely at UN climate talks" - article |
| | | published 1 June 2009 -www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (vi) | "Global clean energy investment hit by economic crisis: report" - |
| | | article published 3 June 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (vii) | "Recession slashes clean tech investment" - article published 11 May |
| | | 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (viii) | EcoSecurities 2008 Preliminary Results Presentation - 12 March 2009 |
| | | |
+------+--------+-----------------------------------------------------------------------+
| | (ix) | "UN data reveals low-quality CDM Projects" - article published 29 May |
| | | 2009 - www.pointcarbon.com |
| | | |
+------+--------+-----------------------------------------------------------------------+
+------+----------------------------------------------------------------------+
| (h) | Information in relation to write-offs and reclassifications is |
| | sourced from: |
+------+----------------------------------------------------------------------+
+------+-------+------------------------------------------------------------------------+
| | (i) | "Trading Emissions trims portfolio forecast" - article published 26 |
| | | January 2009 - www.pointcarbon.com |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (ii) | RNS Announcement of Camco International Limited dated 5 January 2009 |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (iii) | AGM Statement of EcoSecurities dated 21 May 2009 |
| | | |
+------+-------+------------------------------------------------------------------------+
+------+----------------------------------------------------------------------------+
| (j) | Opinion re. costs and requirements associated with public company |
| | referenced by "small caps begin to turn their back on AIM" - Article by |
| | David Blackwell and Brook Masters, Financial Times, 29 March 2009. |
| | |
+------+----------------------------------------------------------------------------+
Page 8
+------+----------------------------------------------------------------------------+
| (a) | Information in relation to EcoSecurities in Section 3 is sourced from the |
| | AIM Admission Document of EcoSecurities and EcoSecurities 2008 Annual |
| | Report. |
| | |
+------+----------------------------------------------------------------------------+
| (b) | The opinion in relation to corporate governance and compliance standards |
| | adopted by EcoSecurities is referenced by EcoSecurities Corporate |
| | Governance Report 2008 (pages 34 - 42 of EcoSecurities of Annual Report |
| | 2008) and Letter from the Chairman of EcoSecurities to all EcoSecurities |
| | shareholders dated 17 April 2009. |
| | |
+------+----------------------------------------------------------------------------+
Page 9
+------+----------------------------------------------------------------------------+
| (a) | Information in relation to Pedro Moura Costa's role within EcoSecurities |
| | is sourced from EcoSecurities AIM Admission Document, EcoSecurities Annual |
| | Report 2008 and CRO Form B10 filed on 23 April 2009. |
| | |
+------+----------------------------------------------------------------------------+
| (b) | Information in relation to the shares held by First Island Trustees is |
| | sourced from the share register of EcoSecurities |
| | |
+------+----------------------------------------------------------------------------+
| (c) | Information in relation to BTG is sourced from the following sources: |
| | |
+------+----------------------------------------------------------------------------+
+------+-------+------------------------------------------------------------------------+
| | (i) | BTG press release dated 20 April 2009 re acquisition of BankCo UBS |
| | | Pactual. |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (ii) | BTG press release dated 13 October 2008 re acquisition of Lehman |
| | | Brothers Brazil. |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (iii) | Press article dated 18 May 2009 re Estapar. |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (iv) | Press article dated 23 December 2008 re Via Brasil. |
| | | |
+------+-------+------------------------------------------------------------------------+
| | (v) | BTG press release dated 13 March 2009 re acquisition of Lentikia |
| | | Capital. |
| | | |
+------+-------+------------------------------------------------------------------------+
+------+----------------------------------------------------------------------------+
| (d) | Information in relation to shares held by BTG Absolute Return Master Fund |
| | Limited sourced from Rule 8.1(a) Announcement dated 5 June 2009. |
| | |
+------+----------------------------------------------------------------------------+
The value placed on the entire issued ordinary share capital of EcoSecurities by
the Cash Offer is based on 118,181,352 EcoSecurities Shares in issue at the date
of this announcement.
All prices quoted for EcoSecurities Shares are Closing Prices.
APPENDIX III
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
+--------------------+--------------------+--------------------+--------------------+
| 'Act' | the Companies Act 1963 (as amended); |
+-----------------------------------------+-----------------------------------------+
| 'AIM' | the Alternative Investment Market of |
| | the London Stock Exchange; |
+-----------------------------------------+-----------------------------------------+
| 'Australia' | the Commonwealth of Australia, its |
| | states, territories and possessions and |
| | all areas subject to its jurisdiction |
| | or any sub-division thereof; |
+-----------------------------------------+-----------------------------------------+
| 'Authorisations' | authorisations, orders, grants, |
| | recognitions, confirmations, consents, |
| | licences, clearances, certificates, |
| | permissions or approvals; |
+-----------------------------------------+-----------------------------------------+
| 'Business Day' | a day (excluding Saturdays, Sundays and |
| | public holidays) on which banks are |
| | generally open for business in the City |
| | of London, UK; |
+-----------------------------------------+-----------------------------------------+
| 'BTG' | BTG Investments LP; |
+-----------------------------------------+-----------------------------------------+
| 'Canada' | Canada, its provinces, territories and |
| | all areas subject to its jurisdiction |
| | and any political sub-division thereof; |
+-----------------------------------------+-----------------------------------------+
| 'Cash Offer' | the cash offer to be made by Guanabara |
| | for EcoSecurities, on the terms and |
| | subject to the conditions set out in |
| | this announcement and to be set out in |
| | the formal Offer Document and where the |
| | context admits, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer; |
+-----------------------------------------+-----------------------------------------+
| 'CER' | a certified emission reduction, being a |
| | carbon credit derived from a clean |
| | development mechanism project in |
| | accordance with relevant UNFCCC / Kyoto |
| | Protocol Rules, each CER corresponding |
| | to one tonne of carbon dioxide emission |
| | reductions' |
+-----------------------------------------+-----------------------------------------+
| 'Closing Price' | the closing price of a EcoSecurities |
| | Share as derived from AIM; |
+-----------------------------------------+-----------------------------------------+
| 'Companies Acts' | the Companies Act 1963 to 2006; |
+-----------------------------------------+-----------------------------------------+
| 'Conditions' | the conditions to the Cash Offer set |
| | out in Appendix I of this announcement |
| | and 'Condition' means any one of them; |
+-----------------------------------------+-----------------------------------------+
| 'Euro' or 'EUR' or 'EUR' | the single currency of member states of |
| | the European Union that adopt or have |
| | adopted the Euro as their currency in |
| | accordance with legislation of the |
| | European Union relating to European |
| | Economic and Monetary Union; |
+-----------------------------------------+-----------------------------------------+
| 'EcoSecurities' | EcoSecurities Group public limited |
| | company, a company incorporated under |
| | the laws of Ireland; |
+-----------------------------------------+-----------------------------------------+
| 'EcoSecurities Group' | EcoSecurities and its subsidiary |
| | undertakings; |
+-----------------------------------------+-----------------------------------------+
| 'EcoSecurities Share Options Schemes' | means (1) the Employee Option Plan |
| | established in 2006, (2) the 2005 Share |
| | Option Plan, (3) the pre admission |
| | option agreements dated on or around |
| | 2003 and 2005 and any other scheme the |
| | time being in force, in accordance with |
| | which EcoSecurities facilitates the |
| | holding of shares in EcoSecurities by |
| | or for the benefit of employees or |
| | former employees of the EcoSecurities |
| | Group including any person who is or |
| | was a director holding a salaried |
| | employment or office with the |
| | EcoSecurities Group; |
+-----------------------------------------+-----------------------------------------+
| 'EcoSecurities Shareholders' | the registered holders of EcoSecurities |
| | Shares, and 'EcoSecurities Shareholder' |
| | means any of such holders; |
+-----------------------------------------+-----------------------------------------+
| 'EcoSecurities Share' or | the existing issued fully paid Ordinary |
| 'EcoSecurities Shares' | Shares of EUR0.0025 each in the capital |
| 'First Island Trustees Limited' | of EcoSecurities and any further such |
| | shares which are unconditionally |
| | allotted or issued after the date of |
| | this announcement and before the Cash |
| | Offer closes (or before such other time |
| | as Guanabara may, subject to the |
| | Takeover Rules, decide in accordance |
| | with the terms and conditions of the |
| | offer); |
| | First Island Trustees Limited, a |
| | company incorporated under the laws of |
| | Jersey; |
+-----------------------------------------+-----------------------------------------+
| 'Guanabara ' | Guanabara B.V., a company incorporated |
| | under the laws of the Netherlands; |
+-----------------------------------------+-----------------------------------------+
| 'Guanabara Group' | Guanabara and its subsidiary |
| | undertakings; |
+-----------------------------------------+-----------------------------------------+
| 'Ireland or Republic of Ireland' | Ireland excluding Northern Ireland and |
| | the word "Irish" shall be construed |
| | accordingly |
+-----------------------------------------+-----------------------------------------+
| 'Japan' | Japan, its cities, prefectures, |
| | territories and possessions and all |
| | areas subject to its jurisdiction or |
| | any sub-division thereof; |
+-----------------------------------------+-----------------------------------------+
| 'Offer Document' | the document to be posted to |
| | EcoSecurities Shareholders containing, |
| | amongst other things, the terms of the |
| | Cash Offer, such other information as |
| | may be required or necessary pursuant |
| | to the Act, the Takeover Rules or the |
| | rules of AIM; |
+-----------------------------------------+-----------------------------------------+
| 'London Stock Exchange' or 'LSE' | London Stock Exchange plc or its |
| | successor; |
+-----------------------------------------+-----------------------------------------+
| 'Northern Ireland' | The counties of Antrim, Armagh, Derry, |
| | Down, Fermanagh and Tyrone on the |
| | Island of Ireland; |
+-----------------------------------------+-----------------------------------------+
| 'Mayanna Trust' | a family trust in respect of which Dr |
| | Pedro Moura Costa and his immediate |
| | family are the sole beneficiaries; |
+-----------------------------------------+-----------------------------------------+
| 'offer period' | has the meaning given to it in the |
| | Takeover Rules; |
+-----------------------------------------+-----------------------------------------+
| 'Panel' | the Irish Takeover Panel; |
+-----------------------------------------+-----------------------------------------+
| 'Relevant Regulator' | in respect of EcoSecurities or any |
| | member of the Wider EcoSecurities |
| | Group, each and any governmental, quasi |
| | governmental, regulatory or |
| | investigative authority or trade agency |
| | to the supervision and/or authorisation |
| | of which it is subject whether |
| | statutory, self-regulatory or |
| | otherwise, including, without |
| | limitation, any financial regulator, |
| | any anti trust or merger control |
| | authority, any settlement system, stock |
| | exchange or listing authority; |
+-----------------------------------------+-----------------------------------------+
| 'South Africa' | The Republic of South Africa, its |
| | provinces, possessions and territories, |
| | and all areas subject to its |
| | jurisdiction and any political |
| | sub-division thereof; |
+-----------------------------------------+-----------------------------------------+
| 'Takeover Rules' | the Irish Takeover Panel Act 1997, |
| | Takeover Rules, 2007; |
+-----------------------------------------+-----------------------------------------+
| 'Third Party' | a government, central bank, |
| UNFCCC | governmental, quasi-governmental, |
| | supranational, statutory, regulatory or |
| | investigative body (including any |
| | national or supranational antitrust or |
| | merger control authorities), trade |
| | agency, court, tribunal, association, |
| | institution, environmental body or any |
| | other body or person in any |
| | jurisdiction; |
| | United Nations Framework Convention on |
| | Climate Change |
+-----------------------------------------+-----------------------------------------+
| 'United Kingdom' or 'UK' | the United Kingdom of Great Britain and |
| | Northern Ireland; |
+-----------------------------------------+-----------------------------------------+
| 'United States' or 'US' | the United States of America its |
| | territories and possessions, any state |
| | of the United States and the District |
| | of Columbia; |
+-----------------------------------------+-----------------------------------------+
| 'Volume Weighted Average Trading Price' | the total equity turnover during a |
| | certain period divided by the total |
| | number of shares traded in such period. |
| | Equity turnover and number of shares |
| | traded include both LSE and BOAT |
| | volumes. |
+-----------------------------------------+-----------------------------------------+
| 'Wider EcoSecurities Group' | the EcoSecurities Group and associated |
| | undertakings and any other body |
| | corporate, partnership, joint venture |
| | or person in which the EcoSecurities |
| | Group and such undertakings |
| | (aggregating their interests) have an |
| | interest of more than 20 per cent. of |
| | the voting or equity capital or the |
| | equivalent; |
+-----------------------------------------+-----------------------------------------+
| 'Wider Guanabara Group' | the Guanabara Group and associated |
| | undertakings and any other body |
| | corporate, partnership, joint venture |
| | or person in which the Guanabara Group |
| | and such undertakings (aggregating |
| | their interests) have an interest of |
| | more than 20 per cent. of the voting or |
| | equity capital or the equivalent. |
+--------------------+--------------------+--------------------+--------------------+
All amounts contained with this document referred to by "GBP", "GBP" and "pence"
refer to pounds Sterling and pence Sterling.
Any reference to "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the European Communities (Companies:
Group Accounts) Regulations, 1992.
Any reference to "subsidiary" has the meaning given to it by Section 155 of the
Act.
Any references to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof. Any reference to any
legislation is to Irish legislation unless specified otherwise.
Words importing the singular shall include the plural and vice versa and words
supporting the masculine shall include the feminine or neuter gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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