Increased and Final Cash Offer
01 Settembre 2009 - 8:01AM
UK Regulatory
TIDMECO
RNS Number : 2869Y
Guanabara Holdings B.V.
01 September 2009
1 September 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
Increased and Final Cash Offer by Guanabara Holdings B.V. for EcoSecurities
Group plc
Increased and Final Cash Offer
The Board of Guanabara Holdings B.V. ("Guanabara") today announces that further
to its Cash Offer on 22 July 2009 for the entire issued and to be issued share
capital of EcoSecurities Group plc ("EcoSecurities"), it has increased the Cash
Offer price of 77 pence per EcoSecurities Share (the "Original Cash Offer") to
90 pence per EcoSecurities Share (the "Increased Cash Offer").
Extension of Acceptance Period
On 21 August 2009, the Original Cash Offer was extended and left open for
acceptance until 3:00 pm (Dublin time) on 2 September 2009. The Increased Cash
Offer has now been extended and will remain open for acceptance until 1:00 pm
(Dublin time) on 18 September 2009.
No Further Increases or Extensions
Subject to the reservation below, Guanabara confirms that:
* there will be no further increases in the Increased Cash Offer; and
* there will be no further extensions of the acceptance period for the Increased
Cash Offer beyond 1:00 pm (Dublin time) on 18 September 2009 unless it is
unconditional as to acceptances by such date.
In the case of each of the above statements and subject to the Takeover Rules,
Guanabara reserves the right not to be bound by such statement in the event that
a competitive situation arises after such statement or where the statement would
otherwise prevent Guanabara from making an increased or improved offer which is
recommended for acceptance by the Board of EcoSecurities or in other
circumstances permitted by the Panel.
Additional Irrevocable Undertakings
Guanabara also announces that it has received additional irrevocable
undertakings from (i) UBS AG, London Branch in respect of 6,289,927
EcoSecurities Shares representing approximately 5.32 per cent of the issued
share capital of EcoSecurities; (ii) Mr Jesse Fink in respect of 2,599,099
EcoSecurities Shares representing approximately 2.20 per cent of the issued
share capital of EcoSecurities; (iii) Mr Niclas Eriksson in respect of 4,830,500
EcoSecurities Shares representing approximately 4.09 per cent of the issued
share capital of EcoSecurities; and (iv) Special Mutual Fund Avenir in respect
of 1,920,000 EcoSecurities Shares representing approximately 1.62 per cent of
the issued share capital of EcoSecurities; pursuant to which such parties have
agreed to accept the Increased Cash Offer in respect of their holdings of
EcoSecurities Shares. Once acceptances are received from these parties and these
acceptances are aggregated with the level of acceptances referred to below
(14,532,252 EcoSecurities Shares representing approximately 12.30 per cent. of
the issued share capital of EcoSecurities), Guanabara will have received
acceptances in respect of a total of 30,171,778 EcoSecurities Shares
(representing approximately 25.53 per cent. of the issued share capital of
EcoSecurities).
The circumstances in which these irrevocable undertakings will cease to be
binding on the above entities are described under the heading "Further Terms of
Additional Irrevocable Undertakings" below.
Terms of the Increased Cash Offer
The Increased Cash Offer replaces the Original Cash Offer as set out in the
offer document dated 22 July 2009 (the "Original Offer Document"). The Increased
Cash Offer will be subject to the terms and conditions set out or referred to in
the Original Offer Document, as amended and supplemented by a revised offer
document ("Revised Offer Document") and a revised form of acceptance ("Revised
Form of Acceptance") which will be posted to EcoSecurities Shareholders by
Friday 4 September 2009. EcoSecurities Shareholders should note that the
acceptance condition for the Increased Cash Offer has been lowered in the manner
described below.
The Increased Cash Offer represents:
* a premium of approximately 98 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
announcement made by Guanabara that it was considering making an offer for
EcoSecurities (being the commencement of the offer period pursuant to the
Takeover Rules).
* a premium of approximately 181 per cent. to 32 pence, being the Volume Weighted
Average Closing 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
making an offer for EcoSecurities; and
* an increase of approximately 17 per cent. over 77 pence, the price under the
Original Cash Offer.
Reduction of Acceptance Condition
Guanabara announces that in respect of the Increased Cash Offer, it has lowered
the acceptance condition of 80% such that the Increased Cash Offer shall become
unconditional as to acceptances provided that Guanabara has acquired or agreed
to acquire (either pursuant to the Increased Cash Offer or otherwise)
EcoSecurities Shares conferring: (a) more than 50% of the voting rights in
EcoSecurities conferred by the equity share capital alone; and (b) more than 50%
of the voting rights in EcoSecurities conferred by the equity share capital and
the non-equity share capital combined. For the purpose of determining whether
the acceptance condition is satisfied, Guanabara shall take account of all
EcoSecurities Shares conferring voting rights (or which in the case of
EcoSecurities Shares allotted but not yet issued, will upon issue confer voting
rights) that are unconditionally allotted or issued before the Increased Cash
Offer becomes unconditional as to acceptances, whether pursuant to the exercise
of conversion or subscription rights or otherwise.
Procedure for Acceptance of the Increased Cash Offer
EcoSecurities Shareholders who have already validly accepted the Original Cash
Offer need take no further action; their acceptances of the Original Cash Offer
are deemed to be acceptances of the Increased Cash Offer.
EcoSecurities Shareholders who have not yet accepted the Original Cash Offer are
urged to accept the Increased Cash Offer, as soon as possible, and in any event
by 1:00 pm (Dublin time) on 18 September 2009. The procedure for acceptance of
the Increased Cash Offer will be the same as for acceptance of the Original Cash
Offer. EcoSecurities Shareholders wishing to accept the Increased Cash Offer in
advance of receiving the Revised Offer Document and Revised Form of Acceptance
may do so by completing (in accordance with the procedures set out therein and
in the Original Offer Document) and returning (together with the relevant share
certificate(s) and/or other documents of title if their EcoSecurities Shares are
in certificated form) the Form of Acceptance that accompanied the Original Offer
Document as soon as possible and by 1:00 pm on 18 September 2009.
Revised Forms of Acceptance should be completed and returned in accordance with
the instructions set out in the Revised Offer Document and in the Revised Form
of Acceptance so as to be received as soon as possible and in any event by 1:00
pm on 18 September 2009. Additional Revised 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 1:00 pm on 18
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 |
+--------------------------------------------------+------+----------------------------+
Level of Acceptances
The Board of Guanabara announces that, as at 5:00 pm on 31 August 2009, being
the latest practicable time prior to the date of this announcement, valid
acceptances of its Cash Offer for EcoSecurities had been received in respect of
a total of 14,532,252 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.
Further Terms of Additional Irrevocable Undertakings
The irrevocable undertaking from UBS AG, London Branch will cease to be binding
if: (i) the Increased Cash Offer lapses or is withdrawn or if the Revised Offer
Document is not despatched to the EcoSecurities Shareholders on or before 4
September 2009 or such later as may be agreed between UBS AG, London Branch,
Guanabara and the Panel; (ii) a third party expresses a firm intention to make
an offer for the entire issued and to be issued share capital of EcoSecurities
(other than shares already held by that third party or its associates on the
date such competing offer is made) and the value of such competing offer is
equal to or greater than the Increased Cash Offer such that under the terms of
the competing offer, UBS AG, London Branch shall be entitled to receive or elect
to receive (a) cash consideration which exceeds the Increased Cash Offer by at
least 5 pence per EcoSecurities Share; or (b) shares or stock which are listed
or dealt in a recognised stock exchange where the value per EcoSecurities Share
of such competing offer (including any cash element) exceeds the Increased Cash
Offer per EcoSecurities Share and for the purposes of determining the value of
such competing offer, the cash value to be attributed to such shares or stock
shall be 90% of the closing price of such shares or stock on the date on 28
August 2009; or (c) shares or stock which are not listed or dealt in on a
recognised stock exchange where the value of such shares or stock of such
competing offer (including any cash element) are determined in the reasonable
opinion of an independent adviser appointed by UBS AG, London Branch to exceed
the Increased Cash Offer; unless in any of the above cases, Guanabara announces
an improvement to the terms of the Increased Cash Offer within five Business
Days of the competing offer being made such that the terms of the Increased Cash
Offer are, in the reasonable opinion of independent adviser referred to above,
at least as favourable as those under the competing offer.
The irrevocable undertaking from Mr Jesse Fink will cease to be binding if: (i)
the Increased Cash Offer lapses or is withdrawn or if the Revised Offer Document
is not despatched to the EcoSecurities Shareholders on or before 4 September
2009 or such later as may be agreed between Mr. Jesse Fink, Guanabara and the
Panel; (ii) a third party expresses a firm intention to make an offer for the
entire issued and to be issued share capital of EcoSecurities (other than shares
already held by that third party or its associates on the date such competing
offer is made) and the value of such competing offer is equal to or greater than
the Increased Cash Offer such that under the terms of the competing offer, Mr.
Jesse Fink shall be entitled to receive or elect to receive (a) cash
consideration which exceeds the Increased Cash Offer by at least 5 pence per
EcoSecurities Share; or (b) shares or stock which are listed or dealt in a
recognised stock exchange where the value per EcoSecurities Share of such
competing offer (including any cash element) exceeds the Increased Cash Offer
per EcoSecurities Share and for the purposes of determining the value of such
competing offer, the cash value to be attributed to such shares or stock shall
be 90% of the closing price of such shares or stock on the date on 28 August
2009; unless in any of the above cases, Guanabara announces an improvement to
the terms of the Increased Cash Offer within five Business Days of the competing
offer being made such that the terms of the Increased Cash Offer are, in the
reasonable opinion of Dresdner Kleinwort Limited, at least as favourable as
those under the competing offer.
The irrevocable undertakings from each of Special Mutual Fund Avenir and Mr
Niclas Erickson will cease to be binding if: (i) the Increased Cash Offer lapses
or is withdrawn without becoming unconditional in all respects; (ii) a third
party announces a firm intention to make an offer for the entire issued and to
be issued share capital of EcoSecurities (other than shares already held by that
third party or its associates on the date such competing offer is made) on or
before 1:00 p.m. on 18 September 2009 and pursuant to the terms of such
competing offer, the party giving the irrevocable shall be entitled to receive
or elect to receive (a) cash consideration which exceeds the Increased Cash
Offer by more than 5 pence per EcoSecurities Share; or (b) shares or stock which
are listed or dealt in a recognised stock exchange where the value per
EcoSecurities Share of such third party offer (including any cash element)
exceeds the Increased Cash Offer per EcoSecurities Share by more than 5 pence
per EcoSecurities Share and for the purposes of determining the value of such
competing offer, the cash value to be attributed to such shares or stock shall
be 85% of the closing price of such shares or stock on the date on the last date
prior to the date on which such competing announcement is made pursuant to Rule
2.5 of the Takeover Rules, unless Guanabara announces an improvement to the
terms of the Increased Cash Offer within five Business Days of the competing
offer being made such that the terms of the Increased Cash Offer are, in the
reasonable opinion of Dresdner Kleinwort Limited, at least as favourable as
those under the competing offer.
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 02/10/2009 subject to performance
conditions, date of lapse 02/10/2016, 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 Original Offer Document.
The availability of the Increased 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 Increased 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 Increased Cash Offer. Notwithstanding the foregoing restrictions,
Guanabara reserves the right to permit the Increased 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 Increased 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 Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for Guanabara and for no-one else in
connection with the Increased 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 providing advice in relation to the Increased
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 Increased 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 Increased Cash
Offer should only be made on the basis of the information contained in the
Revised 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.
Sources and Bases of Information
The references to the Closing Price per EcoSecurities Share on 4 June 2009 and
the Volume Weighted Average Closing Price of an EcoSecurities Share over the six
month period up to 5 June 2009 are both sourced from Bloomberg.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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