Offer Update
21 Agosto 2009 - 8:00AM
UK Regulatory
TIDMECO
RNS Number : 8060X
Guanabara Holdings B.V.
21 August 2009
21 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
Cash Offer by Guanabara Holdings B.V. for EcoSecurities Group plc
Extension of offer and announcement of level of acceptances
The Board of Guanabara Holdings B.V. ("Guanabara") announces that, as at 11:00
am on 20 August 2009, being the first closing date of the Cash Offer, valid
acceptances of its Cash Offer for EcoSecurities Group plc ("EcoSecurities") had
been received in respect of a total of 14,531,912 EcoSecurities Shares
(representing approximately 12.30 per cent. of the issued share capital of
EcoSecurities).
This amount includes acceptances in respect of 12,014,000 EcoSecurities Shares
held by First Island Trustees Limited representing approximately 10.17 per cent
of the issued share capital of EcoSecurities and 2,498,840 EcoSecurities Shares
held by BTG Absolute Return Master Fund L.P. representing approximately 2.11 per
cent of the issued share capital of EcoSecurities. First Island Trustees Limited
and BTG Absolute Return Master Fund L.P. are acting in concert with Guanabara.
Extension of the Cash Offer
The Cash Offer has been extended and will remain open for acceptance until 3:00
pm (Dublin time) on 2 September 2009. The Cash Offer remains subject to the
terms and conditions set out in the Offer Document.
Procedure for Acceptance
EcoSecurities Shareholders who have not yet accepted the Cash Offer are urged to
do so, as soon as possible, and in any event by 3:00 pm on 2 September 2009. The
procedure for acceptance is set out in paragraph 8 of Part 2 of the Offer
Document.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible and in any event by 3:00
pm on 2 September 2009. Additional Forms of Acceptance are available from
Computershare Investor Services (Ireland) Limited by telephoning +353 1 216
3100.
If holdings in EcoSecurities Shares are represented by depository interests
(i.e. in CREST), acceptance should be made electronically so that the TTE
instruction settles as soon as possible and in any event by 3:00 pm on 2
September 2009.
Enquiries
+--------------------------------------------------------+----------------------------+
| Guanabara | |
+--------------------------------------------------------+----------------------------+
| Dr Pedro Moura Costa | Tel: +44 77 1116 1149 |
+--------------------------------------------------------+----------------------------+
| | |
+--------------------------------------------------------+----------------------------+
| Dresdner Kleinwort Limited: Financial Advisor 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 Advisor to Guanabara | |
+--------------------------------------------------------+----------------------------+
| Neil Bennett | Tel: +44 207 379 5151 |
+--------------------------------------------------------+----------------------------+
| Rowan Brown | Tel: +44 207 379 5151 |
+--------------------------------------------------------+----------------------------+
Holdings and Dealings
Interests or Short Positions in Relevant Securities
Guanabara, and those persons deemed to be acting in concert with Guanabara, have
the following interests in Relevant Securities of EcoSecurities:
+---------------------+-------------------+-------------------+----------------------+
| Name | Number of |% of issued share | Nature of Interest |
| | EcoSecurities | capital of | |
| | Shares In which | EcoSecurities | |
| | interested | | |
+---------------------+-------------------+-------------------+----------------------+
| First Island | 12,014,000 | 10.17 % | Trustee holding for |
| Trustees Limited | | | benefit of the |
| (on behalf of the | | | Mayanna Trust |
| Mayanna Trust) | | | |
+---------------------+-------------------+-------------------+----------------------+
| Henrique Carlos de | 130,000 | 0.11% | Legal and beneficial |
| Moura Costa, father | | | ownership |
| of Dr. Pedro Moura | | | |
| Costa | | | |
+---------------------+-------------------+-------------------+----------------------+
| BTG Absolute Return | 2,498,840 | 2.11% | Legal and beneficial |
| Master Fund L.P. | | | ownership |
+---------------------+-------------------+-------------------+----------------------+
Mauricio Moura Costa, brother of Dr Pedro Moura Costa, is 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).
The interests in Relevant Securities of EcoSecurities (all of which are
beneficial unless otherwise stated) of the directors of Guanabara (and, for the
purposes of Chapter 1 of Part IV of the Companies Act, 1990, the interests of
persons whose interests would be treated as interests of the directors including
their respective spouses, minor children and related trusts) are as follows:
+---------------------+-------------------+-------------------+---------------------+
| Name | Number of |% of issued share | Nature of Interest |
| | EcoSecurities | capital of | |
| | Shares In which | EcoSecurities | |
| | interested | | |
+---------------------+-------------------+-------------------+---------------------+
| Dr. Pedro Moura | 12,014,000 | 10.17 % | Beneficiary of the |
| Costa | | | Mayanna Trust |
+---------------------+-------------------+-------------------+---------------------+
At the close of business on 4 June 2009, being the last Business Day prior to
the commencement of the Offer Period, the following persons acting in concert
with Guanabara had the following interests in Relevant Securities of
EcoSecurities:
+---------------------+-------------------+-------------------+---------------------+
| Name | Number of |% of issued share | Nature of Interest |
| | EcoSecurities | capital of | |
| | Shares In which | EcoSecurities | |
| | interested | | |
+---------------------+-------------------+-------------------+---------------------+
| First Island | 12,014,000 | 10.17 % | Trustee holding for |
| Trustees Limited | | | benefit of the |
| (on behalf of the | | | Mayanna Trust |
| Mayanna Trust) | | | |
+---------------------+-------------------+-------------------+---------------------+
| Henrique Carlos de | 130,000 | 0.11% | Legal and |
| Moura Costa, father | | | beneficial |
| of Dr. Pedro Moura | | | ownership |
| Costa | | | |
+---------------------+-------------------+-------------------+---------------------+
At the close of business on 4 June 2009 being the last Business Day prior to the
commencement of the Offer Period, 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 on the terms
referred to above. BTG Absolute Return Master Fund L.P. has acquired 2,498,840
EcoSecurities Shares, representing approximately 2.11 per cent of the issued
share capital of EcoSecurities, during the Offer Period.
Save as referred to above, no acceptances of the Cash Offer have been received
from persons acting in concert with Guanabara and neither Guanabara nor any
person acting in concert with Guanabara held any interests in Relevant
Securities of EcoSecurities prior to the commencement of the Offer Period nor
have they acquired or agreed to acquire any interests in Relevant Securities of
EcoSecurities during the Offer Period.
General
The definitions of certain expressions used in this announcement are contained
in the Offer Document dated 22 July 2009.
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 is not being made,
directly or indirectly, in or into or from or by use of the mails of or by any
means of instrumentality (including, without limitation, telephonically or
electronically) of inter-state or foreign commerce of or any facilities of a
national securities exchange of any 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.
If the Cash Offer becomes, or is declared, unconditional in all respects and
subject to any applicable requirements of the AIM, Guanabara intends to procure
the making of an application by EcoSecurities for the cancellation of trading of
EcoSecurities Shares on the AIM.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Guanabara and for 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 or for
providing advice in relation to the Cash Offer, the contents of this
announcement or any transaction or arrangement 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 providing protections afforded to
clients of Noble & Company or for affording advice in relation to the
transaction or any other matter referred to herein.
The directors of Guanabara accept responsibility for the information contained
in this announcement. 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 contained 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.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Any response in relation to the Cash Offer should
only be made on the basis of the information contained in the Offer Document.
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 resulted in the commencement of the Offer Period.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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