ECO Eco (atlantic) Oil & Gas Ltd

 

TIDMECO 
 
RNS Number : 8840W 
Guanabara Holdings B.V. 
04 August 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 Optionholder Proposal 
in respect of 
Cash Offer by 
Guanabara Holdings 
for 
EcoSecurities Group plc 
 
 
 
 
Further to its announcements of 16 July 2009 and 22 July 2009, Guanabara 
Holdings B.V. ("Guanabara") today announces that its proposal to the holders of 
options over shares in EcoSecurities Group plc ("EcoSecurities") was posted 
yesterday ("Optionholder Proposal"). 
 
 
In the document Guanabara's proposal to EcoSecurities optionholders is to 
exercise their "in the money" options which are exercisable and accept the Cash 
Offer of 77 pence per EcoSecurities Share received. Guanabara's proposal is in 
accordance with the provisions of the EcoSecurities Share Option Schemes (as 
disclosed by EcoSecurities) and on the basis of equality of treatment with 
EcoSecurities Shareholders. 
 
 
EcoSecurities optionholders who wish to exercise their options will need to 
contact EcoSecurities in this regard. Once options are exercised, optionholders 
who wish to accept the Cash Offer will need to complete and return the Form of 
Acceptance for shareholders (enclosed with the Offer Document) in accordance 
with the instructions set out in the Offer Document and on the Form. 
 
 
Guanabara further advises (in accordance with Rule 24.3 of the Takeover Rules) 
EcoSecurities has confirmed as at 17 July 2009 (the latest practical date) 
Mauricio Moura Costa, brother of Dr Pedro Moura Costa, was the legal and 
beneficial owner of 100,000 options over EcoSecurities Shares under the 
EcoSecurities Share Option Schemes (vesting 2/10/2009 subject to performance 
conditions, date of lapse 2/10/2016, exercise price GBP 1.70). 
 
 
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  |                                       | 
| Guanabara                             |                                       | 
+---------------------------------------+---------------------------------------+ 
| Peter Tracey                          | Tel: +44 207 763 2314                 | 
+---------------------------------------+---------------------------------------+ 
| 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                 | 
+---------------------------------------+---------------------------------------+ 
 
 
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 on 22 July 2009 have the same meaning 
in this announcement unless otherwise stated. 
 
The availability of the Cash Offer and the Optionholder Proposal 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 and Optionholder Proposal 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 and Optionholder Proposal 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 and Optionholder Proposal are not being, 
and must not 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 and Optionholder Proposal. Notwithstanding the foregoing 
restrictions, Guanabara reserves the right to permit the Cash Offer and 
Optionholder Proposal 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 or from 
information provided by EcoSecurities 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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