ECO Eco (atlantic) Oil & Gas Ltd

 

TIDMECO 
 
RNS Number : 1444W 
Guanabara Holdings B.V. 
23 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 
 
 
Posting of Offer Document 
in respect of 
Cash Offer by 
Guanabara Holdings 
for 
EcoSecurities Group plc 
 
 
Further to its announcement of 16 July 2009, Guanabara Holdings BV ("Guanabara") 
today announces that the offer document containing details in relation to its 
cash offer for EcoSecurities Group Plc ("EcoSecurities") was posted to 
shareholders yesterday evening, 22 July 2009. 
 
 
In the document, outlining a Cash Offer of 77 pence per EcoSecurities Share, 
Guanabara reiterates the following points: 
 
 
Benefits for EcoSecurities shareholders: 
 
 
  *  This is an all cash offer. 
  *  The offer price represents a significant premium of 69.2% to the closing price 
  of 45.5 pence per 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. It also 
  represents a premium of approximately 141.0 % to 32 pence being the Volume 
  Weighted Average Trading Price over the six month period to 5 June 2009. 
  *  The offer provides shareholders with the certainty of a cash exit at a 
  significant premium - in contrast to the considerable uncertainties that 
  continue to overshadow the carbon credit aggregators and carbon trading markets, 
  both during this current phase and after 2012. 
  *  The offer is not subject to due diligence of EcoSecurities. 
 
Current Trading and Regulatory Environment facing Guanabara: 
 
 
  *  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. 
  *  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, 
  including EcoSecurities. 
  *  More specifically, carbon credit companies have been facing increasing delivery 
  risk in their portfolios due to delays in the CDM cycle 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. 
  *  Furthermore, there has been a significant reduction in the prices of both 
  European Allowances and Certified Emission Reductions and the European Climate 
  Exchange CER futures contracts shows a declining forward curve between 2009 and 
  2011 deliveries. 
  *  At the same time, approximately 65% of EcoSecurities pre-2012 CER portfolio is 
  not forward sold, making EcoSecurities overly dependent on future CER prices. 
  *  These issues have negatively affected the EcoSecurities share price, which has 
  not performed well since it peaked in 2007. 
  *  In addition, Guanabara understands that EcoSecurities is still in the process of 
  identifying and recruiting a new CEO, and in Guanabara's view, this makes it 
  less well 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 that 
  this Offer, if successful, would help deliver. 
 
The Cash Offer is open for acceptance until 11.00 a.m. on 20 August 2009. 
 
 
The Offer Document is available for inspection at the offices of A&L Goodbody, 
North Wall Quay, IFSC, Dublin 1, Ireland and will remain available for 
inspection at such address for the duration of the Cash Offer. 
 
 
Shareholders wanting copies of the document should contact: 
 
 
Marc Monasch, Dresdner Kleinwort, PO Box 52715, 30 Gresham Street, London EC2P 
2XY, United Kingdom 
 
 
+------------------------------------------------------+----+----------------------+ 
| Enquiries:                                           |                           | 
+------------------------------------------------------+---------------------------+ 
|                                                           |                      | 
+-----------------------------------------------------------+----------------------+ 
| Guanabara B.V.                                            |                      | 
+-----------------------------------------------------------+----------------------+ 
| Dr Pedro Moura Costa                                      | Tel: +44 77 1116     | 
|                                                           | 1149                 | 
+-----------------------------------------------------------+----------------------+ 
|                                                           |                      | 
| Dresdner Kleinwort Limited: Financial Adviser toGuanabara |                      | 
+-----------------------------------------------------------+----------------------+ 
| Marc Monasch                                              | Tel: +44 207 475     | 
|                                                           | 5385                 | 
+-----------------------------------------------------------+----------------------+ 
| Noble & Company: Corporate Broker to Guanabara            | Tel: +44 207 763     | 
| Peter Tracey                                              | 2314                 | 
+-----------------------------------------------------------+----------------------+ 
| James Staveley                                            | Tel: +44 207 763     | 
|                                                           | 2317                 | 
+-----------------------------------------------------------+----------------------+ 
|                                                           |                      | 
+-----------------------------------------------------------+----------------------+ 
| Maitland: PR adviser to Guanabara                         |                      | 
+-----------------------------------------------------------+----------------------+ 
| Neil Bennett                                              | Tel: +44 207 379     | 
|                                                           | 5151                 | 
+-----------------------------------------------------------+----------------------+ 
| Rowan Brown                                               | Tel: +44 207 379     | 
|                                                           | 5151                 | 
+------------------------------------------------------+----+----------------------+ 
 
 
 
 
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. 
 
 
Terms defined in the Offer Document issued yesterday have the same meaning in 
this announcement unless otherwise stated. 
 
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. 
 
 
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. 
 
 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or the solicitation of an offer to 
purchase or subscribe for any securities. Any response in relation to the Cash 
Offer should be made only on the basis of the information contained in the Offer 
Document or any document by which the Cash Offer is made. 
 
 
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. 
 
 
Any person who is the holder of 1 per cent. or more of any class of shares in 
EcoSecurities or Guanabara may be required to make disclosures pursuant to Rule 
8.3 of the Takeover Rules with effect from 5 June, 2009 the date of the 
announcement which commenced the Offer Period in respect of the Cash Offer. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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