TIDMECO
RNS Number : 9801Y
Carbon Acquisition Company Ltd
14 September 2009
?
For immediate release
14 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Recommended CASH OFFER
FOR
EcoSecurities GROUP plc
BY
CARBON ACQUISITION COMPANY LTD
Summary
* The boards of directors of both Carbon Acquisition Company Ltd ("Carbon
Acquisition Company"), a wholly owned, indirect subsidiary of JPMorgan Chase &
Co., and EcoSecurities Group plc ("EcoSecurities") are pleased to announce that
they have reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of EcoSecurities to be made by
Carbon Acquisition Company (the "Offer").
* Under the terms of the Offer, EcoSecurities Shareholders will be entitled to
receive 100 pence in cash from Carbon Acquisition Company for each
EcoSecurities Share, valuing EcoSecurities' entire issued and to be issued share
capital at approximately GBP122.9 million.
* The Offer represents a premium of:
*
* approximately 11 per cent. to the revised Guanabara Offer Price of 90 pence for
each EcoSecurities Share announced on 1 September 2009;
* approximately 120 per cent. to the Closing Price of 45.5 pence for each
EcoSecurities Share on 4 June 2009, the last Business Day prior to the
commencement of the Offer Period; and
* approximately 185 per cent. to the three month average Closing Price of
35.1 pence for each EcoSecurities Share for the period ended 4 June 2009, the
last Business Day prior to the commencement of the Offer Period.
* The EcoSecurities Directors, who have been so advised by RBS Hoare Govett
Limited, consider the terms of the Offer to be fair and reasonable. In
providing its advice, RBS Hoare Govett Limited has taken into account the
commercial assessments of the EcoSecurities Directors.Accordingly, the
EcoSecurities Directors unanimously recommend that EcoSecurities Shareholders
accept the Offer, as the EcoSecurities Directors (who are EcoSecurities
Shareholders) have irrevocably undertaken to do (or procure to be done) in
respect of their entire beneficial holdings of EcoSecurities Shares.
* Carbon Acquisition Company has received irrevocable undertakings to accept (or
procure the acceptance of) the Offer in respect of a total of 23,536,621
EcoSecurities Shares, representing, in aggregate, approximately 19.91 per cent.
of EcoSecurities' existing issued share capital, as set out below:
o All of the EcoSecurities Directors (who are EcoSecurities Shareholders) in
respect of their entire beneficial holdings (and those of their families and
related trusts) of EcoSecurities Shares amounting, in aggregate, to 3,496,000
EcoSecurities Shares, representing approximately 2.96 per cent. of
EcoSecurities' existing issued share capital;
o Marc Stuart in respect of his entire beneficial holding (and that of his
family and related trusts) of EcoSecurities Shares amounting to 10,122,000
EcoSecurities Shares, representing approximately 8.56 per cent. of
EcoSecurities' existing issued share capital; and
o Credit Suisse International ("CSI") in respect of its entire beneficial
holding of EcoSecurities Shares amounting to 9,918,621 EcoSecurities Shares,
representing approximately 8.39 per cent. of EcoSecurities' existing issued
share capital.
The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and
CSI will remain binding in the event of a competing offer being made for
EcoSecurities.Further details of these irrevocable undertakings are set out in
Appendix 3.
* Following this announcement, J.P. Morgan Ventures Energy Corporation may and
intends to make market purchases of EcoSecurities Shares at up to the Offer
price.
The Offer will be subject to the conditions and certain further terms of the
Offer set out in Appendix 1 to this announcement and to be set out in the Offer
Document and Form of Acceptance. The Offer Document setting out the full terms
and conditions of the Offer and the Form of Acceptance will be posted shortly to
EcoSecurites Shareholders.The bases of calculations and sources of information
contained in this announcement are set out in Appendix 2.Details of the
irrevocable undertakings received by Carbon Acquisition Company are set out in
Appendix 3. The definitions of certain terms used in this announcement are set
out in Appendix 4.
Press enquiries
For further information contact:
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| EcoSecurities | |
+-------------------------------+-----------------------------+
| Bruce Usher, CEO | Tel: +353 1 613 9814 |
+-------------------------------+-----------------------------+
| Adrian Fernando, COO | Tel: +353 1 613 9814 |
+-------------------------------+-----------------------------+
| James Thompson, CFO | Tel: +353 1 613 9814 |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| J.P. Morgan plc |
+-------------------------------------------------------------+
| David Wells | Tel: +44 (0) 20 7325 8504 |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| J.P. Morgan plc (M&A) | |
| (Financial adviser to Carbon | |
| Acquisition Company) | |
+-------------------------------+-----------------------------+
| Eamon Brabazon | Tel: +44 (0) 20 7742 4000 |
+-------------------------------+-----------------------------+
| Tilman Pohlhausen | Tel: +44 (0) 20 7742 4000 |
+-------------------------------+-----------------------------+
| Alex Garner | Tel: +44 (0) 20 7588 2828 |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| RBS Hoare Govett Limited | |
| (NOMAD, Financial adviser and | |
| broker to EcoSecurities) | |
+-------------------------------+-----------------------------+
| Justin Jones | Tel: +44 (0) 20 7678 8000 |
+-------------------------------+-----------------------------+
| Hugo Fisher | Tel: +44 (0) 20 7678 8000 |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
Further Information
This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.
This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute or form any part of an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer will be subject
to the conditions and certain further terms of the offer set out in Appendix 1
to this announcement and to the full terms and conditions to be set out in the
Offer Document and in the Form of Acceptance. The Offer Document will include
details of how to accept the Offer. Any acceptance or other response to the
Offer should be made only on the basis of the information contained in the Offer
Document and in the Form of Acceptance. EcoSecurities Shareholders are strongly
advised to read the formal documentation in relation to the Offer carefully once
it has been dispatched as it will contain important information.
The Carbon Acquisition Company Responsible Persons accept responsibility for the
information contained in this announcement, other than that relating to
EcoSecurities, the EcoSecurities Group and the directors of EcoSecurities and
members of their immediate families, related trusts and persons connected with
them and the recommendation and related opinions of the directors of
EcoSecurities in this announcement. To the best of the knowledge and belief of
the Carbon Acquisition Company Responsible Persons (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.
The directors of EcoSecurities accept responsibility for the information
contained in this announcement relating to EcoSecurities and the
EcoSecurities Group and the directors of EcoSecurities and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the directors of EcoSecurities (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.
J.P. Morgan plc which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for Carbon Acquisition
Company in connection with the Offer and no-one else and will not be responsible
to anyone other than Carbon Acquisition Company for providing the protections
afforded to clients of J.P. Morgan plc or for providing advice in relation to
the Offer or any other matters referred to in this announcement.
RBS Hoare Govett Limited which is authorised and regulated in the United Kingdom
by the Financial Services Authority is acting exclusively for EcoSecurities and
for no-one else in connection with the Offer and will not be responsible to
anyone other than EcoSecurities for providing the protections afforded to
clients of RBS Hoare Govett Limited or for providing advice in relation to the
Offer or any other matters referred to in this announcement.
Overseas Jurisdictions
Unless otherwise determined by Carbon Acquisition Company and subject to any
dispensation required by the Irish Takeover Panel, the Offer will not be made,
directly or indirectly, in or into Australia, Canada, South Africa or Japan or
by use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile, internet, email or other electronic transmission, telex
or telephone) or inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of Australia, Canada, South Africa
or Japan, and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within Australia, Canada, South
Africa or Japan. Accordingly, copies of this announcement are not being, will
not be and must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from Australia, Canada, South
Africa or Japan, and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail, forward,
distribute or send it in, into or from Australia, Canada, South Africa or Japan.
Doing so may render invalid any purported acceptance of the Offer. Any persons
(including custodians, nominees and trustees) who are overseas persons or who
would, or otherwise intend to, mail or otherwise forward, transmit, distribute
or send this announcement, the Offer Document, the Form of Acceptance or any
related document outside the United Kingdom or Ireland or to any overseas person
should seek appropriate advice before doing so. Further details in relation to
overseas EcoSecurities Shareholders will be contained in the Offer Document.
The availability of the Offer to persons who are not resident in Ireland or the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in Ireland or the United
Kingdom should inform themselves about, and observe, any applicable legal or
regulatory requirements. The release, publication or distribution of this
summary and the attached announcement in jurisdictions other than Ireland and
the United Kingdom may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than Ireland and the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. This
summary and the attached announcement have been prepared for the purpose of
complying with Irish law and the Irish 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 of jurisdictions
outside Ireland.
Any persons (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intend to, or who may be under a contractual or legal
obligation to, forward this summary and the attached announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside
Ireland and the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
In accordance with Irish law and subject to applicable regulatory requirements,
Carbon Acquisition Company or persons acting in concert with it or their
nominees or brokers (acting as agents) may make purchases of, or arrangements to
purchase, EcoSecurities Shares outside of the United States, other than pursuant
to the 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
Irish Takeover Rules and the AIM Rules. Any information about such purchases
will be disclosed as required in Ireland and under applicable regulatory
requirements.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
Forward-looking statements
This announcement includes "forward-looking statements" concerning
EcoSecurities and Carbon Acquisition Company. These statements are based on the
current expectations of the management of EcoSecurities and Carbon Acquisition
Company and are naturally subject to uncertainty and changes in circumstances.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking
statements involve risk, assumptions and uncertainty because they relate to
events and depend on circumstances that will occur in the future. Many of these
risks, assumptions and uncertainties relate to factors that are beyond Carbon
Acquisition Company's or EcoSecurities' ability to control or estimate
precisely, including, but not limited to, the satisfaction of the terms and
conditions to the Offer, as well as additional factors, such as changes in
economic conditions, changes in the level of capital investment, success of
business and operating initiatives and restructuring objectives, customers'
strategies and stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government actions and
natural phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. Neither EcoSecurities nor Carbon Acquisition
Company undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is,
or becomes, "interested" (directly or indirectly) in, one per cent or more of
any class of "relevant securities" of EcoSecurities, all "dealings" in any
"relevant securities" of EcoSecurities (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by not later than 3.30pm (Dublin time) on the business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an "interest" in
"relevant securities" of EcoSecurities, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in
"relevant securities" of EcoSecurities by Carbon Acquisition Company or
EcoSecurities, or by any of their respective "associates" must also be disclosed
by no later than 12 noon (Dublin time) on the business day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also
be found on the Irish Takeover Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8, please
consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 (0)1 678 9020; fax
number+353 (0)1 678 9289.
General
This summary should be read in conjunction with the full text of this
announcement. Appendix 1 to this announcement contains the conditions to, and
certain further terms of, the Offer; Appendix 2 to this announcement contains
further details of the sources of information and bases of calculations set out
in this announcement; Appendix 3 to this announcement contains details of
irrevocable undertakings obtained by Carbon Acquisition Company; and Appendix
4 to this announcement contains definitions of certain expressions used in this
summary and in this announcement.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the European Communities (Markets in Financial Instruments) Regulations 2007 (as
amended), if you are resident in Ireland or, if you are taking advice in the UK,
is authorised under the Financial Services and Markets Act 2000 or, if you are
taking advice in a territory outside Ireland or the UK, from another
appropriately authorised independent financial adviser.
For immediate release
14 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Recommended CASH OFFER
FOR
EcoSecurities GROUP plc
BY
Carbon Acquisition Company LTD
1. Introduction
The boards of directors of both Carbon Acquisition Company Ltd ("Carbon
Acquisition Company"), a wholly owned, indirect subsidiary of JPMorgan Chase &
Co., and EcoSecurities Group plc ("EcoSecurities") are pleased to announce that
they have reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of EcoSecurities to be made by
Carbon Acquisition Company (the "Offer").
2. The Offer
The Offer, which is on the terms and subject to the conditions set out in
Appendix 1 to this announcement and is subject to the further terms set out in
the Offer Document and the Form of Acceptance, is being made on the following
basis:
for each EcoSecurities Share100 pence in cash
The Offer values EcoSecurities' entire issued and to be issued share capital at
approximately GBP122.9 million.
* The Offer represents a premium of:
* approximately 11 per cent. to the revised Guanabara Offer Price of 90 pence for
each EcoSecurities Share announced on 1 September 2009;
* approximately 120 per cent. to the Closing Price of 45.5 pence for each
EcoSecurities Share on 4 June 2009, the last Business Day prior to the
commencement of the Offer Period; and
* approximately 185 per cent. to the three month average Closing Price of 35.1
pence for each EcoSecurities Share for the period ended 4 June 2009, the last
Business Day prior to the commencement of the Offer Period.
3. Recommendation
The EcoSecurities Directors, who have been so advised by RBS Hoare Govett
Limited, consider the terms of the Offer to be fair and reasonable. In
providing its advice, RBS Hoare Govett Limited has taken into account the
commercial assessments of the EcoSecurities Directors. Accordingly, the
EcoSecurities Directors unanimously recommend that EcoSecurities Shareholders
accept the Offer, as the EcoSecurities Directors (who are EcoSecurities
Shareholders) have irrevocably undertaken to do (or procure to be done) in
respect of their entire beneficial holdings of EcoSecurities Shares as set out
in paragraph 11 and Appendix 3.
4. Background to and reasons for the recommendation
On 4 August 2009, EcoSecurities announced the Interim Results in which
EcoSecurities reported its first period of profitability.
The board of EcoSecurities considered the Interim Results had built on the
strong financial and operational progress achieved by EcoSecurities and its
subsidiaries in previous years, despite the effects of the economic recession
and continuing uncertainties around policies affecting the carbon markets.
Furthermore, EcoSecurities' visibility of revenues, its reduced cost base and
strong balance sheet was such that the board considered that EcoSecurities and
its subsidiaries to be well positioned for the future.
Notwithstanding the board of EcoSecurities' confidence in the current position
and future prospects for EcoSecurities and its subsidiaries, the offer by Carbon
Acquisition Company is such that the board of EcoSecurities considers, taking
into account other approaches made to EcoSecurities, that EcoSecurities
Shareholders should have the opportunity to realise their investment in
EcoSecurities given:
* the Offer price of 100 pence per EcoSecurities Share represents an attractive
premium of approximately 11 per cent. to the revised Guanabara Offer Price
announced on 1 September 2009;
* the Offer price of 100 pence per EcoSecurities Share represents an attractive
premium of approximately 120 per cent. to the closing EcoSecurities share price
on 4 June 2009, being the last dealing day prior to the commencement of the
Offer Period; and
* the Offer provides EcoSecurities Shareholders with certainty of liquidity and
value at an attractive level.
In addition, the board of EcoSecurities notes the comments made by Carbon
Acquisition Company in the paragraph below entitled "Management and employees".
Furthermore, the board of EcoSecurities welcomes the expected involvement of the
current EcoSecurities' management team and also recognises the benefits and
attractive opportunities available to the employees of EcoSecurities following
completion of the acquisition by Carbon Acquisition Company.
Against this background, the board of EcoSecurities consider the terms of the
Offer to be fair and reasonable and that it provides EcoSecurities Shareholders
with the opportunity to realise, in cash, their investment in EcoSecurities.
5. Background to and reasons for the Offer
The acquisition of EcoSecurities represents an indirect principal investment for
JPMorgan Chase & Co.. Carbon Acquisition Company has noted EcoSecurities'
development and success to date in realising value from sourcing, developing and
trading emission reductions. EcoSecurities Shareholders would benefit from an
attractive price in cash.
6. 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 six continents.
For the financial year ended 31 December 2008, EcoSecurities reported revenues
of EUR69.5 million and a loss of EUR32.2 million. As at 31 December 2008, total
assets were EUR98.7 million and shareholders' equity was EUR72.4 million.
On 4 August 2009, EcoSecurities announced the Interim Results for the six months
to 30 June 2009 which reported revenues of EUR60.0 million and a profit before tax
of EUR1.1 million. As at 30 June 2009, total assets were EUR85.5 million,
shareholders' equity was EUR74.0 million and net cash was EUR55.3 million.
7. Information on Carbon Acquisition Company, J.P. Morgan Ventures Energy
Corporation and
JPMorgan Chase & Co.
Carbon Acquisition Company
Carbon Acquisition Company is a private company limited by shares incorporated
in Jersey on 10 September 2009. Carbon Acquisition Company has not traded prior
to the date of this announcement (except for the purpose of entering into
transactions relating to the Offer). Carbon Acquisition Company is a wholly
owned, direct subsidiary of J.P. Morgan Ventures Energy Corporation which is
in-turn a wholly owned, indirect subsidiary of JPMorgan Chase & Co..
J.P. Morgan Ventures Energy Corporation
J.P. Morgan Ventures Energy Corporation is a Delaware incorporated, wholly owned
subsidiary of JPMorgan Chase & Co.. J.P. Morgan Ventures Energy Corporation
provides commodity risk management solutions in both the physical and financial
markets to clients across all commodity classes (agricultural products, metals
and energy) and trades and holds physical commodities. J.P. Morgan Ventures
Energy Corporation is an active participant in the markets for greenhouse gas
allowances. Its directors are John Anderson, Dan Hines, Ben Lopata and Paul
Posoli.
JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm
with assets of $2.1 trillion and operations in more than 60 countries. The firm
is a leader in investment banking, financial services for consumers, small
business and commercial banking, financial transaction processing, asset
management, and private equity. A component of the Dow Jones Industrial Average,
JPMorgan Chase & Co. serves millions of consumers in the United States and many
of the world's most prominent corporate, institutional and government clients
under its J.P. Morgan, Chase, and WaMu brands. Information about JPMorgan Chase
& Co. is available at www.jpmorganchase.com.
8. Management and employees
Carbon Acquisition Company considers that the experience and market knowledge of
the EcoSecurities management team and the relationships developed with customers
and suppliers are important for the continuing success of EcoSecurities. Carbon
Acquisition Company believes that the acquisition will provide a platform for
its growth aspirations in the carbon offset markets and attractive opportunities
for EcoSecurities' employees and management, and looks forward to finalising
arrangements in this regard. Carbon Acquisitions Company believes that
EcoSecurities is appropriately staffed for its market opportunities and has no
specific plans to make any changes at the date of this announcement. Carbon
Acquisition Company expects the current management team to be directly involved
in formulating the integration, marketing and growth strategies in the future.
Carbon Acquisition Company will conduct a review process to assess how best to
take advantage of the marketing and growth strategies in the future. This will
include assessing an appropriate integration strategy and identifying synergies.
Carbon Acquisition Company has given assurances to the EcoSecurities Board that
the existing rights, including pension rights, of the employees of EcoSecurities
will be fully safeguarded as required by applicable law and the relevant
employment contracts.
9. EcoSecurities Share Option Schemes
The Offer will extend to any EcoSecurities Shares which are unconditionally
allotted or issued whilst the Offer remains open for acceptance (or by such
earlier date as Carbon Acquisition Company may, with the consent of the Irish
Takeover Panel or in accordance with the Irish Takeover Rules, decide) including
such EcoSecurities Shares allotted or issued as a result of the exercise of
options granted under the EcoSecurities Share Option Schemes.
It is intended that appropriate proposals will be made to
EcoSecurities Optionholders.
10. Current trading and prospects of EcoSecurities
On 4 August 2009, EcoSecurities announced the Interim Results for the six months
to 30 June 2009.
The Interim Results contained the following outlook statement:
"Portfolio issuances currently anticipated for 2009 remain in line with the
Board of EcoSecurities' expectations.
As a result of EcoSecurities' policy of hedging a significant portion of its
pre-2012 CER portfolio and as a result of the ongoing cost control measures, the
Group is resilient to a period of weak CER prices and is also well positioned to
take advantage of the potential recovery in CER pricing in the later stages of
the first commitment period of the Kyoto Protocol.
EcoSecurities remains well placed to capture the further growth opportunities
which the board believes will be presented by the continuing evolution of the
global carbon market."
On 14 September 2009, EcoSecurities released an announcement noting the
temporary suspension of SGS United Kingdom Ltd as a designated operational
entity. The announcement contained the following statement:
"SGS are one of a number of the Designated Operational Entities ("DOE") used by
EcoSecurities to validate and verify registrations and issuances from its
portfolio of CDM projects. EcoSecurities has appointed SGS as DOE in respect of:
* 7 projects which are currently being verified comprising approximately 370,000
CERs; and
* 7 projects which are currently being validated comprising approximately 2.5
million CERs in the net pre-2012 portfolio.
Bruce Usher, CEO, EcoSecurities stated: "While this situation is unfortunate for
the CDM, the effect on EcoSecurities is not expected to be significant due to
the small number of projects and the related portfolio CERs that SGS is working
on for EcoSecurities. The board of EcoSecurities is confident that the Company
will manage the impact of SGS's temporary suspension.""
The board of EcoSecurities confirms that there has been no material change to
EcoSecurities' prospects.
11. Irrevocable undertakings
* Carbon Acquisition Company has received irrevocable undertakings to accept (or
procure the acceptance of) the Offer in respect of a total of
23,536,621 EcoSecurities Shares, representing, in aggregate, approximately
19.91 per cent. of EcoSecurities' existing issued share capital, as set out
below:
* All of the EcoSecurities Directors (who are EcoSecurities Shareholders) in
respect of their entire beneficial holdings (and those of their families and
related trusts) of EcoSecurities Shares amounting, in aggregate, to 3,496,000
EcoSecurities Shares, representing approximately 2.96 per cent. of
EcoSecurities' existing issued share capital;
* Marc Stuart in respect of his entire beneficial holding (and that of his family
and related trusts) of EcoSecurities Shares amounting to 10,122,000
EcoSecurities Shares, representing approximately 8.56 per cent. of
EcoSecurities' existing issued share capital; and
* CSI in respect of its entire beneficial holding of EcoSecurities Shares
amounting to 9,918,621 EcoSecurities Shares, representing approximately 8.39 per
cent. of EcoSecurities' existing issued share capital.
The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and
CSI will remain binding in the event of a competing offer being made for
EcoSecurities.Further details of these irrevocable undertakings are set out in
Appendix 3.
12. Financing of the Offer
The cash consideration payable by Carbon Acquisition Company under the terms of
the Offer is being funded using existing resources from within the Wider Carbon
Acquisition Company Group.
J.P. Morgan plc, financial adviser to Carbon Acquisition Company, is satisfied
that the necessary resources are available to Carbon Acquisition Company to
enable it to satisfy full acceptance of the Offer.
13. Expense reimbursement agreement
EcoSecurities and Carbon Acquisition Company have entered into an agreement, the
terms of which have been approved by the Irish Takeover Panel, which contains
certain obligations in relation to the implementation of the Offer. In
particular, the agreement contains the terms summarised below.
EcoSecurities will pay Carbon Acquisition Company an amount equal to its
specific, quantifiable third party costs and expenses (up to a maximum amount
equal to one per cent. of the total value of the entire issued share capital of
the Company ascribed by the Offer) if, following this announcement, the Offer is
withdrawn or lapses in accordance with its terms, and before such withdrawal or
lapse:
* a competing proposal is announced and subsequently completes; or
* the EcoSecurities Directors having recommended the Offer, withdraw or adversely
modify their recommendation.
Matheson Ormsby Prentice, legal adviser to EcoSecurities, on behalf of RBS Hoare
Govett Limited, financial adviser to EcoSecurities, has confirmed in writing to
the Irish Takeover Panel that, in the opinion of the EcoSecurities Directors and
RBS Hoare Govett Limited, the agreement is, in the context of the Offer, in the
best interests of the EcoSecurities Shareholders. Further information relating
to the agreement will be set out in the Offer Document.
14. Compulsory acquisition, cancellation of admission to trading on AIM and
re-registration
Upon the Offer becoming or being declared unconditional in all respects and
subject to a sufficient level of acceptances having been received, it is the
intention of Carbon Acquisition Company to apply the provisions of section 204
of the Act to acquire compulsorily any remaining EcoSecurities Shares on the
same terms as the Offer.
It is intended that, upon the Offer becoming or being declared unconditional in
all respects and subject to sufficient acceptances of the Offer being received
and the applicable requirements of the London Stock Exchange and the AIM Rules,
Carbon Acquisition Company will procure that EcoSecurities applies to the London
Stock Exchange for cancellation of the admission to trading of the
EcoSecurities Shares on AIM. Following cancellation of the admission to trading
of the EcoSecurities Shares on AIM, Carbon Acquisition Company also intends to
re-register EcoSecurities as a private company under the relevant provisions of
the Companies Acts.
The cancellation of the admission to trading of the EcoSecurities Shares on AIM
would result in the remaining EcoSecurities Shareholders becoming minority
shareholders in a privately controlled unlisted company. This would
significantly reduce the liquidity and marketability of any EcoSecurities Shares
not assented to the Offer. In this event, EcoSecurities Shareholders may be
unable to sell their EcoSecurities Shares and there can be no certainty that any
dividends or other distributions will be made by EcoSecurities or that the
EcoSecurities Shareholders will again be offered as much as the price offered
for the EcoSecurities Shares held by them pursuant to the terms of the Offer.
15. Disclosure of interests in EcoSecurities Shares
As at 11 September 2009, being the last Business Day prior to this announcement,
the following persons who are deemed to be acting in concert with Carbon
Acquisition Company were interested in relevant securities of EcoSecurities:
* Bear Stearns International Trading Ltd. was interested in 446,349 EcoSecurities
Shares (held as custodian on behalf of third party clients);
* Chase Nominees Limited was interested in 338,966 EcoSecurities Shares (held as
custodian on behalf of third party clients); and
* JPMorgan Clearing Corporation was interested in 39,000 EcoSecurities Shares.
Following this announcement, J.P. Morgan Ventures Energy Corporation may and
intends to make market purchases of EcoSecurities Shares at up to the Offer
price.
Save as disclosed in this paragraph and save for the irrevocable undertakings
referred to in paragraph 11 above, as at 11 September 2009, the last practicable
day before this announcement, neither Carbon Acquisition Company nor, so far as
Carbon Acquisition Company is aware, any person acting in concert with Carbon
Acquisition Company is interested in or holds any short positions in any class
of relevant securities of EcoSecurities.
Neither Carbon Acquisition Company nor any person acting in concert with Carbon
Acquisition Company has any arrangement in relation to any class of relevant
securities of EcoSecurities. For these purposes, 'arrangement' includes an
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to relevant securities which is, or may
be, an inducement to deal or refrain from dealing in such securities.
In view of the requirement of confidentiality and therefore the availability to
Carbon Acquisition Company of all relevant persons who are presumed to be acting
in concert with Carbon Acquisition Company to provide information, it has not
been possible to ascertain all of the interest and dealings in relevant
securities of EcoSecurities of all relevant persons who are presumed to be
acting in concert with Carbon Acquisition Company for the purposes of the Offer.
Any such additional interest(s) or dealing(s) will be discussed with the Irish
Takeover Panel and, as necessary, will be announced if requested by the Irish
Takeover Panel.
16. Overseas Shareholders
The availability of the Offer to EcoSecurities Shareholders who are not resident
in Ireland or the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in
Ireland or the United Kingdom should inform themselves about, and observe,
applicable legal or regulatory requirements in their jurisdiction.
17. Offer Document and Form of Acceptance
The Offer Document setting out in full the terms and conditions of the Offer and
the Form of Acceptance will shortly be posted to EcoSecurities Shareholders and,
for information purposes, to EcoSecurities Optionholders.
18. General
The Offer will be governed by Irish law and will be subject to the applicable
requirements of the Irish Takeover Rules, the Irish Takeover Panel, the AIM
Rules and the London Stock Exchange.
Carbon Acquisition Company reserves the right at its discretion to effect the
Offer as a scheme of arrangement under section 201 of the Act, subject to the
consent of the Irish Takeover Panel. In such event, the Offer will be
implemented on the same terms (subject to appropriate amendments), so far as is
applicable, as those which apply to the Offer.
This announcement is being made pursuant to Rule 2.5 of the Irish Takeover
Rules.
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement shall be
available to EcoSecurities employees on EcoSecurities' website (www.
ecosecurities.com).
The Offer will be subject to the conditions and certain further terms of the
Offer set out in Appendix 1. The bases of calculations and sources of
information contained in this announcement are set out in Appendix 2. Details
of the irrevocable undertakings received by Carbon Acquisition Company are set
out in Appendix 3. The definitions of certain terms used in this announcement
are set out in Appendix 4.
Further Information
This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.
This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute or form any part of an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer will be subject
to the conditions and certain further terms of the offer set out in Appendix 1
to this announcement and to the full terms and conditions to be set out in the
Offer Document and in the Form of Acceptance. The Offer Document will include
details of how to accept the Offer. Any acceptance or other response to the
Offer should be made only on the basis of the information contained in the Offer
Document and in the Form of Acceptance. EcoSecurities Shareholders are strongly
advised to read the formal documentation in relation to the Offer carefully once
it has been dispatched as it will contain important information.
The Carbon Acquisition Company Responsible Persons accept responsibility for the
information contained in this announcement, other than that relating
to EcoSecurities, the EcoSecurities Group and the directors of EcoSecurities and
members of their immediate families, related trusts and persons connected with
them and the recommendation and related opinions of the directors of
EcoSecurities in this announcement. To the best of the knowledge and belief of
the Carbon Acquisition Company Responsible Persons (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. The directors of EcoSecurities accept responsibility for the
information contained in this announcement relating to EcoSecurities and the
EcoSecurities Group and the directors of EcoSecurities and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the directors of EcoSecurities (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.
J.P. Morgan plc which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for Carbon Acquisition
Company in connection with the Offer and no-one else and will not be responsible
to anyone other than Carbon Acquisition Company for providing the protections
afforded to clients of J.P. Morgan plc or for providing advice in relation to
the Offer or any other matters referred to in this announcement.
RBS Hoare Govett Limited which is authorised and regulated in the United Kingdom
by the Financial Services Authority is acting exclusively for EcoSecurities and
for no-one else in connection with the Offer and will not be responsible to
anyone other than EcoSecurities for providing the protections afforded to
clients of RBS Hoare Govett Limited or for providing advice in relation to the
Offer or any other matters referred to in this announcement.
Overseas Jurisdictions
Unless otherwise determined by Carbon Acquisition Company and subject to any
dispensation required by the Irish Takeover Panel, the Offer will not be made,
directly or indirectly, in or into Australia, Canada, South Africa or Japan or
by use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile, internet, email or other electronic transmission, telex
or telephone) or inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of Australia, Canada, South Africa
or Japan, and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within Australia, Canada, South
Africa or Japan. Accordingly, copies of this announcement are not being, will
not be and must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from Australia, Canada, South
Africa or Japan, and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail, forward,
distribute or send it in, into or from Australia, Canada, South Africa or Japan.
Doing so may render invalid any purported acceptance of the Offer. Any persons
(including custodians, nominees and trustees) who are overseas persons or who
would, or otherwise intend to, mail or otherwise forward, transmit, distribute
or send this announcement, the Offer Document, the Form of Acceptance or any
related document outside the United Kingdom or Ireland or to any overseas person
should seek appropriate advice before doing so. Further details in relation to
overseas EcoSecurities Shareholders will be contained in the Offer Document.
The availability of the Offer to persons who are not resident in Ireland or the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in Ireland or the United
Kingdom should inform themselves about, and observe, any applicable legal or
regulatory requirements. The release, publication or distribution of this
announcement in jurisdictions other than Ireland and the United Kingdom may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than Ireland and the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the securities laws of any
such jurisdiction. This announcement has been prepared for the purpose of
complying with Irish law and the Irish 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 of jurisdictions
outside Ireland.
Any persons (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intend to, or who may be under a contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside Ireland and the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
In accordance with Irish law and subject to applicable regulatory requirements,
Carbon Acquisition Company or persons acting in concert with it or
their nominees or brokers (acting as agents) may make purchases of, or
arrangements to purchase, EcoSecurities Shares outside of the United States,
other than pursuant to the 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 Irish Takeover Rules and the AIM Rules. Any information about
such purchases will be disclosed as required in Ireland and under applicable
regulatory requirements.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
Forward-looking statements
This announcement includes "forward-looking statements" concerning
EcoSecurities and Carbon Acquisition Company. These statements are based on the
current expectations of the management of EcoSecurities and Carbon Acquisition
Company and are naturally subject to uncertainty and changes in circumstances.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking
statements involve risk, assumptions and uncertainty because they relate to
events and depend on circumstances that will occur in the future. Many of these
risks, assumptions and uncertainties relate to factors that are beyond Carbon
Acquisition Company's or EcoSecurities' ability to control or estimate
precisely, including, but not limited to, the satisfaction of the terms and
conditions to the Offer, as well as additional factors, such as changes in
economic conditions, changes in the level of capital investment, success of
business and operating initiatives and restructuring objectives, customers'
strategies and stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government actions and
natural phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. Neither EcoSecurities nor Carbon Acquisition
Company undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is,
or becomes, "interested" (directly or indirectly) in, one per cent or more of
any class of "relevant securities" of EcoSecurities, all "dealings" in any
"relevant securities" of EcoSecurities (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by not later than 3.30pm (Dublin time) on the business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an "interest" in
"relevant securities" of EcoSecurities, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in
"relevant securities" of EcoSecurities by Carbon Acquisition Company or
EcoSecurities, or by any of their respective "associates" must also be disclosed
by no later than 12 noon (Dublin time) on the business day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also
be found on the Irish Takeover Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8, please
consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 (0)1 678 9020; fax
number+353 (0)1 678 9289.
General
Appendix 1 to this announcement contains the conditions to, and certain further
terms of, the Offer; Appendix 2 to this announcement contains further details of
the sources of information and bases of calculations set out in this
announcement; Appendix 3 to this announcement contains details of irrevocable
undertakings obtained by Carbon Acquisition Company; and Appendix 4 to this
announcement contains definitions of certain expressions used in this
announcement.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the European Communities (Markets in Financial Instruments) Regulations 2007 (as
amended), if you are resident in Ireland or, if you are taking advice in the UK,
is authorised under the Financial Services and Markets Act 2000 or, if you are
taking advice in a territory outside Ireland or the UK, from another
appropriately authorised independent financial adviser.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART 1
CONDITIONS OF THE OFFER
The Offer will comply with the Irish Takeover Rules, and where relevant the
rules and regulations of AIM and will be subject to the terms and conditions set
out below and to be set out in the Offer Document (and the Form of Acceptance).
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. (Dublin time) on the initial closing date (or such later
time(s) and/or date(s) as Carbon Acquisition Company may, with the consent of
the Irish Takeover Panel or in accordance with the Irish Takeover Rules, decide)
in respect of not less than 80 per cent. (or such lower percentage as Carbon
Acquisition Company may decide) in nominal value of the EcoSecurities Shares to
which the Offer relates and that represent not less than 80 per cent. (or such
lower percentage as Carbon Acquisition Company may decide) of the voting rights
carried by the EcoSecurities Shares to which the Offer relates, provided that
this condition will not be satisfied unless Carbon Acquisition Company and/or
any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire,
pursuant to the Offer or otherwise, EcoSecurities Shares carrying more than 50
per cent. of the voting rights normally exercisable at a general meeting of
EcoSecurities, including for this purpose (to the extent, if any, required by
the Irish Takeover Panel) any such voting rights attaching to any EcoSecurities
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued shall
be deemed to carry the voting rights they will carry on issue; and
(ii) the expression EcoSecurities Shares to which the Offer relates shall
mean:
(A) EcoSecurities Shares which have been issued or unconditionally
allotted on or before the date the Offer is made; and
(B) EcoSecurities Shares which have been issued or unconditionally
allotted after that date but before the time at which the Offer closes, or such
earlier date as Carbon Acquisition Company may, subject to the Irish Takeover
Rules, decide (not being earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the initial closing date),
but excluding any EcoSecurities Shares which, on the date the Offer is made, are
held in the beneficial ownership of Carbon Acquisition Company within the
meaning of section 204 of the Act but excluding any shares in the share capital
of EcoSecurities which have been cancelled after the date the Offer is made;
(b) each Relevant Regulator having, to the extent necessary, approved or
is deemed to have approved, in terms reasonably satisfactory to Carbon
Acquisition Company, the Offer by Carbon Acquisition Company for 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
Carbon Acquisition Company;
(c) no central bank, government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body or association,
institution or agency (including any trade agency) or any court or other body
(including any professional or environmental body) or person in any jurisdiction
(each a Relevant Authority) having decided to take, instituted or threatened any
action, proceeding, suit, investigation, enquiry or reference or having enacted,
made or proposed any statute, regulation, order or decision and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might reasonably be expected to:
(i) make the Offer or the acquisition or the proposed acquisition of any
shares in, or control of, EcoSecurities by any member of the Wider Carbon
Acquisition Company Group void, unenforceable or illegal under the laws of any
relevant jurisdiction or, directly or indirectly, prohibit or otherwise
materially restrict, delay or interfere with the implementation of, or impose
material additional adverse conditions or obligations with respect to, or
otherwise challenge, the Offer or the acquisition of any shares in, or control
of, EcoSecurities by any member of the Wider Carbon Acquisition Company Group;
(ii) require, prevent or delay the divestiture (or materially alter the
terms of any proposed divestiture) by any member of the Wider Carbon Acquisition
Company Group or any member of the Wider EcoSecurities Group of all or any
substantial part of their respective businesses, assets or properties or impose
any material limitation on their ability to conduct all or any part of their
respective businesses and to own any of their respective assets or properties in
each case to an extent which is material in the context of the Wider Carbon
Acquisition Company Group taken as a whole or, as the case may be, the Wider
EcoSecurities Group taken as a whole;
(iii) impose any limitation on, or result in any delay in, the ability of
any member of the Wider Carbon Acquisition Company 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, or to exercise management
control over, any member of the Wider EcoSecurities Group or on the ability of
any member of the Wider EcoSecurities Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management control over, any
other member of the Wider EcoSecurities Group in each case to an extent which is
material in the context of the Wider Carbon Acquisition Company Group taken as a
whole or, as the case may be, the Wider EcoSecurities Group taken as a whole;
(iv) require any member of the Wider Carbon Acquisition Company Group or
of 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
Groupwhere such acquisition would be material in the context of the Wider Carbon
Acquisition Company Group taken as a whole or, as the case may be, the Wider
EcoSecurities Group taken as a whole;
(v) impose any material limitation on the ability of any member of the
Wider Carbon Acquisition Company Group or the Wider EcoSecurities Group to
integrate or co-ordinate its business, or any material part of it, with the
businesses or any part of the businesses of any other member of the Wider Carbon
Acquisition Company Group and/or the Wider EcoSecurities Group in each case in a
manner which would be material in the context of the Wider Carbon Acquisition
Company Group taken as a whole or, as the case may be, the Wider EcoSecurities
Group taken as a whole; or
(vi) otherwise adversely affect the business, assets, financial or trading
position or profits or prospects of any member of the Wider Carbon Acquisition
Company Group or of the Wider EcoSecurities Group to an extent which is material
in the context of the Wider EcoSecurities Group taken as a whole or, as the case
may be, the Wider Carbon Acquisition Company Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference in respect of the Offer
having expired, lapsed or been terminated;
(d) all necessary filings having been made and all appropriate waiting
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated in each
case in respect of the Offer and the acquisition of any shares in, or control
of, EcoSecurities by Carbon Acquisition Company and all authorisations, orders,
grants, recognitions, confirmations, licences, consents, clearances, permissions
and approvals (authorisations) necessary in any jurisdiction for or in respect
of the Offer and the proposed acquisition of any EcoSecurities Shares or control
of EcoSecurities by Carbon Acquisition Company being obtained in terms and in a
form reasonably satisfactory to Carbon Acquisition Company from appropriate
Relevant Authorities or from any persons or bodies with whom any member of the
Wider Carbon Acquisition Company Group or the Wider EcoSecurities Group has
entered into contractual arrangements (in each case where the absence of such
authorisation would have a material adverse effect on the Wider EcoSecurities
Group taken as a whole) and such authorisations together with all authorisations
necessary or appropriate for any member of the Wider EcoSecurities Group to
carry on its business (where such business is material in the context of the
Wider EcoSecurities Group taken as a whole) remaining in full force and effect
at the time at which the Offer becomes unconditional in all respects and no
intimation of any intention to revoke, suspend, restrict or modify or not to
renew any of the same having been made;
(e) save as publicly disclosed or as fairly disclosed to Carbon
Acquisition Company prior to the date of this announcement, there being no
provision of any agreement, arrangement, 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, entitled or
subject which, as a result of the making or implementation of the Offer or the
acquisition or proposed acquisition by any member of the Wider Carbon
Acquisition Company Group of any shares in, or change in the control or
management of, EcoSecurities or otherwise, would or might (to an extent which is
materially adverse in the context of the Wider EcoSecurities Group taken as a
whole) reasonably be expected to result in:
(i) any material amount of monies borrowed by or any other material
indebtedness (actual or contingent) of any such member of the Wider
EcoSecurities Group becoming repayable or capable of being declared repayable
immediately or earlier than the stated repayment date or the ability of such
member to borrow monies or incur any material indebtedness being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any substantial part of the business,
property or assets of any such member of the Wider EcoSecurities Group or any
such security interest (whenever arising or having arisen) becoming enforceable;
(iii) any material assets or interest of any such 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, other than in the ordinary course of trading;
(iv) the interest of any such member of the Wider EcoSecurities Group in
any other person, firm or company (or any agreements or arrangements relating to
such interest) being terminated or adversely affected;
(v) any such member of the Wider EcoSecurities Group ceasing to be able
to carry on business under any name under which it presently does so ,where such
a result would be material in the context of the Wider EcoSecurities Group taken
as a whole;
(vi) the value of any such member of the Wider EcoSecurities Group or its
financial or trading position or prospects being prejudiced or adversely
affected;
(vii) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation arising or any
adverse action being taken or arising thereunder; or
(viii) the creation of any material liabilities (actual or contingent) by
any such member,
and no event having occurred which, under any provision of any
agreement, arrangement, 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 may be bound or be subject, could result in any
events or circumstances as are referred to in subparagraphs (i) to (viii) of
this paragraph (e);
(f) except as disclosed in the Annual Report and Accounts or the Interim
Results or as publicly announced to a Regulatory Information Service by or on
behalf of EcoSecurities or as otherwise fairly disclosed to Carbon Acquisition
Company in each case before the date of this announcement, no member of the
Wider EcoSecurities Group having since 31 December 2008:
(i) save as between EcoSecurities and wholly-owned subsidiaries of
EcoSecurities or upon the exercise of rights to subscribe for EcoSecurities
Shares pursuant to options granted under EcoSecurities' Share Option Schemes,
issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or re-issued any shares out of treasury;
(ii) recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a distribution by
any wholly-owned subsidiary of EcoSecurities;
(iii) implemented or authorised any merger or demerger or (other than in
the ordinary course of business) acquired or disposed of or transferred,
mortgaged or charged, or created any other security interest over, any material
asset or any right, title or interest in any material asset (including shares
and trade investments);
(iv) implemented or authorised any reconstruction, amalgamation, scheme or
other transaction or arrangement (other than in the ordinary course of
business);
(v) purchased, redeemed or repaid, authorised or proposed the purchase,
redemption or repayment of any of its own shares or other securities or reduced
or 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;
(vi) made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or (other than in the ordinary course of
business and save as between EcoSecurities and any other wholly owned
subsidiaries of EcoSecurities) incurred or increased any indebtedness or
contingent liability, which is material in the context of the Wider
EcoSecurities Group;
(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material;
(viii) entered into any contract, commitment or arrangement which would be
restrictive on the business of any member of the Wider EcoSecurities Group or
the Wider Carbon Acquisition Company Group (other than to a nature and extent
which is not normal in the context of the business concerned);
(ix) been unable or deemed unable, or admitted in writing that it is
unable, to pay its debts as they fall due 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, which
is material in the context of the Wider EcoSecurities Group;
(x) commenced negotiations with any of its material creditors or taken
any step with a view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement with any of
its material creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise other than in the ordinary course
of business;
(xi) (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or (to the extent material in
the context of the Wider EcoSecurities Group taken as a whole) had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution, reorganisation (or for any analogous proceedings or
steps in any jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver, trustee or similar
officer (or for the appointment of analogous person in any jurisdiction) of all
or any of its assets and revenues or had notice given of the intention to
appoint any of the foregoing to it;
(xii) waived, compromised, settled, abandoned or admitted any dispute,
claim or counter-claim made by or against any member of the Wider EcoSecurities
Group other than in the ordinary and usual course of business which is material
in the context of the Wider EcoSecurities Group as a whole;
(xiii) made any alteration to its articles of association;
(xiv) entered into or varied the terms of, or terminated or given notice of
termination of, any service agreement or arrangement with any director or senior
executive of any member of the Wider EcoSecurities Group, which is material in
the context of the Offer;
(xv) agreed to provide, or agreed to modify the terms of, any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by any member of the Wider
EcoSecurities Group, which is material in the context of the Offer;
(xvi) made, agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors
and/or employees and/or their dependants or to 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 upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to,
any change to the trustees, in each case which is material; or
(xvii) entered into any contract, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to, or proposed or announced any intention to effect or propose, any of the
transactions, matters or events referred to in this condition (without prejudice
to the exceptions to each paragraph with regard to materiality and other
matters);
(g) since 31 December 2008 (except matters of which were fairly disclosed
to Carbon Acquisition Company prior to the date of this announcement, or matters
disclosed in the Annual Report and Accounts or the Interim Results or as
publicly announced to a Regulatory Information Service by or on behalf of
EcoSecurities before the date of this announcement):
(i) no adverse change having occurred in the business, assets, financial
or trading position or profits or prospects of any member of the Wider
EcoSecurities Group which is material in the context of the EcoSecurities Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings in any jurisdiction having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider
EcoSecurities Group or to which any member of the Wider EcoSecurities Group is a
party (whether as claimant or defendant or otherwise) and no investigation by
any Relevant Authority against or in respect of any member of the Wider
EcoSecurities Group having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider EcoSecurities
Group which would or might reasonably be expected materially and adversely to
affect the Wider EcoSecurities Group taken as a whole; and
(iii) no contingent or other liability having arisen which would
reasonably be expected materially and adversely to affect any member of the
Wider EcoSecurities Group taken as a whole;
(h) except as publicly announced to a Regulatory Information Service or
as fairly disclosed to Carbon Acquisition Company before the date of this
announcement, Carbon Acquisition Company not having discovered that:
(i) any financial, business or other information disclosed at any time
by any member of the Wider EcoSecurities Group is materially misleading,
contains a material misrepresentation of fact or omits to state a material fact
necessary to make the information contained therein not materially misleading;
or
(ii) 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 the Interim Results and which is material in the context of the
Wider EcoSecurities Group taken as a whole;
To the extent permitted by applicable law and subject to the requirements of the
Irish Takeover Panel, Carbon Acquisition Company reserves the right to waive all
or any of conditions (b) to (h) inclusive, in whole or in part. The Offer will
lapse unless all the above conditions are fulfilled or (if capable of waiver)
waived or, where appropriate, determined by Carbon Acquisition Company to have
been or remain satisfied by midnight on the day which is 21 days after the later
of the initial closing date and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as Carbon
Acquisition Company may, with the consent of the Irish Takeover Panel, decide).
Carbon Acquisition Company shall be under no obligation to waive (to the extent
capable of waiver) or treat as fulfilled any of conditions (b) to (h) inclusive
by a date earlier than the date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If Carbon Acquisition Company is required by the Irish Takeover Panel to make an
offer or offers for any EcoSecurities Shares under Rule 9 of the Irish Takeover
Rules, Carbon Acquisition Company may make such alterations to the above
conditions as are necessary to comply with that Rule.
The Offer will lapse (unless the Irish Takeover Panel otherwise consents) if,
before the initial closing date or the date when the Offer becomes or is
declared unconditional as to acceptances (whichever is the later), the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EC) No 139/2004 (the Regulation) or, following a referral by the
European Commission to a competent authority in Ireland under Article 9(1) of
the Regulation, the proposed acquisition of EcoSecurities by Carbon Acquisition
Company or any matter arising from or relating to that proposed acquisition is
referred to the Competition Commission.
If the Offer does so lapse, not only will the Offer cease to be capable of
further acceptance but also shareholders and Carbon Acquisition Company will
thereafter cease to be bound by prior acceptances.
The Offer will be governed by Irish law and will be subject to the jurisdiction
of the Irish courts.
PART 2
CERTAIN FURTHER TERMS OF THE OFFER
The EcoSecurities Shares will be acquired by Carbon Acquisition Company free
from all liens, charges, encumbrances, rights of pre-emption and any other third
party rights of any nature whatsoever and together with all rights attaching
thereto including the right to receive in full all dividends and other
distributions declared, paid or made after the date of this announcement.
Unless otherwise determined by Carbon Acquisition Company and subject to any
dispensation required by the Irish Takeover Panel, the Offer will not be made,
directly or indirectly, in or into Canada, Australia, South Africa or Japan or
by use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile, internet, email or other electronic transmission, telex
or telephone) or inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of Canada, Australia, South Africa
or Japan, and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within Canada, Australia, South
Africa or Japan. Accordingly, copies of this announcement are not being, will
not be and must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from Canada, Australia, South
Africa or Japan, and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not mail, forward,
distribute or send it in, into or from Canada, Australia, South Africa or Japan.
Doing so may render invalid any purported acceptance of the Offer. Any persons
(including custodians, nominees and trustees) who are overseas persons or who
would, or otherwise intend to, mail or otherwise forward, transmit, distribute
or send this announcement, the Offer Document, the Form of Acceptance or any
related document outside the United Kingdom or Ireland or to any overseas person
should seek appropriate advice before doing so. Further details in relation to
overseas EcoSecurities Shareholders will be contained in the Offer Document.
The provisions referred to in the previous paragraph may be waived or varied by
Carbon Acquisition Company in its sole discretion as regards specific
EcoSecurities Shareholders or generally.
APPENDIX 2
Sources of information and bases of calculations
(a) The value attributed to the existing issued and to be issued share
capital of EcoSecurities is based upon:
(i) 118,181,352 EcoSecurities Shares in issue; and
(ii) 4,732,497 EcoSecurities options;
as at the close of business on 11 September 2009, being the last Business Day
before this announcement. The number of EcoSecurities Shares issuable pursuant
to options under the EcoSecurities Share Option Schemes does not include any
EcoSecurities Shares subject to options which either will not become exercisable
as a result of the Offer or which have an exercise price greater than the price
of the Offer.
(b) EcoSecurities Share prices are sourced from the AIM market quotations
of the London Stock Exchange.
(c) References to a percentage of the EcoSecurities Shares are based on
the number of EcoSecurities Shares in issue as at the close of business on 11
September 2009, being the last Business Day before this announcement, but do not
include any shares issuable under options and other rights granted under
EcoSecurities Share Option Schemes.
(d) Percentages and other figures in this announcement may have been
rounded. As a result of such rounding, the totals of data presented may vary
slightly from the actual arithmetic totals of such data.
(e) Unless otherwise stated, the financial information on EcoSecurities
is extracted from the Annual Report and the Interim Results.
(f) The financial information on JPMorgan Chase & Co. is extracted from
www.jpmorganchase.com.
APPENDIX 3
Details of irrevocable undertakings
Carbon Acquisition Company has received irrevocable undertakings given by the
EcoSecurities Directors (who are EcoSecurities Shareholders) (and their families
and related trusts), Marc Stuart (and his family and related trusts) and CSI, in
respect of, in aggregate, 23,536,621 EcoSecurities Shares, representing
19.91 per cent. of the issued share capital of EcoSecurities.
The irrevocable undertakings from such EcoSecurities Directors, Marc Stuart and
CSI will lapse upon the withdrawal or lapse of the Offer but will remain binding
in the event of a competing offer being made for EcoSecurities.
+------------------------+-------------------+---------------------+
| Name | Number of | Percentage of |
| | EcoSecurities | Issued Share |
| | Shares | Capital |
+------------------------+-------------------+---------------------+
| Mark Nicholls | 20,000 | 0.02% |
+------------------------+-------------------+---------------------+
| Thomas Byrne | 20,000 | 0.02% |
+------------------------+-------------------+---------------------+
| Bruce Usher | 3,356,000 | 2.84% |
+------------------------+-------------------+---------------------+
| Adrian Fernando | 100,000 | 0.08% |
+------------------------+-------------------+---------------------+
| Credit Suisse | 9,918,621 | 8.39% |
| International | | |
+------------------------+-------------------+---------------------+
| Marc Stuart | 10,122,000 | 8.56% |
+------------------------+-------------------+---------------------+
| Total | 23,536,621 | 19.91% |
+------------------------+-------------------+---------------------+
The EcoSecurities Directors (who are EcoSecurities Optionholders) have also
irrevocably undertaken to accept (or procure the acceptance of) the Offer in
respect of any EcoSecurities Shares to which they become beneficially entitled
as a result of the exercise of options (other than any tax approved
options) over EcoSecurities Shares.
APPENDIX 4
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+--------------------+------------------------+
| GBP, | means |
| Sterling, | the |
| pence or | lawful |
| p | currency |
| | of the |
| | United |
| | Kingdom; |
+--------------------+------------------------+
| Accounts | means |
| | the |
| | audited |
| | balance |
| | sheet |
| | as at |
| | 31 |
| | December |
| | 2008 and |
| | audited |
| | profit |
| | and loss |
| | accounts |
| | for the |
| | year |
| | ended on |
| | that |
| | date of |
| | EcoSecurities |
| | and its |
| | subsidiary |
| | undertakings |
| | (including |
| | the audited |
| | consolidated |
| | balance |
| | sheets as at |
| | that date of |
| | EcoSecurities |
| | and its |
| | subsidiary |
| | undertakings |
| | and the |
| | audited |
| | consolidated |
| | profit and |
| | loss accounts |
| | for those |
| | periods of |
| | EcoSecurities |
| | and its |
| | subsidiary |
| | undertakings) |
| | and the notes |
| | and |
| | directors' |
| | reports |
| | relating to |
| | them; |
+--------------------+------------------------+
| Act | the |
| | Companies |
| | Act 1963 |
| | (as |
| | amended); |
+--------------------+------------------------+
| AIM | means |
| | the |
| | AIM |
| | market |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange; |
+--------------------+------------------------+
| AIM | means |
| Rules | the |
| | rules |
| | and |
| | regulations |
| | of AIM; |
+--------------------+------------------------+
| Annual | means |
| Report | the |
| | annual |
| | report |
| | of |
| | EcoSecurities |
| | for the year |
| | ended 31 |
| | December |
| | 2008; |
+--------------------+------------------------+
| Carbon | |
| Acquisition | |
+--------------------+------------------------+
| Company | means |
| | Carbon |
| | Acquisition |
| | Company |
| | Ltd, a |
| | company |
| | incorporated |
| | in Jersey |
| | with |
| | registered |
| | number |
| | 103984 and |
| | whose |
| | registered |
| | office is at |
| | Whiteley |
| | Chambers, |
| | Don Street, |
| | St Helier, |
| | Jersey JE4 |
| | 9WG; |
+--------------------+------------------------+
| | |
+--------------------+------------------------+
| Carbon Acquisition | |
+--------------------+------------------------+
| Company | |
| Responsible | |
+--------------------+------------------------+
| Persons | Etienne |
| | Amic, |
| | Paul |
| | Hennessy, |
| | Daniel |
| | Hines, |
| | Blythe |
| | Masters, |
| | John Anderson, |
| | Ben |
| | Lopata and Paul Posoli |
| | (together being |
| | the directors of |
| | Carbon Acquisition |
| | Company and J.P. |
| | Morgan Ventures Energy |
| | Corporation); |
+--------------------+------------------------+
| Business | means |
| Day | any |
| | day, |
| | other |
| | than a |
| | Saturday, |
| | Sunday or |
| | public or |
| | bank |
| | holiday, |
| | on which |
| | banks are |
| | generally |
| | open for |
| | business |
| | in Dublin |
| | and |
| | London; |
+--------------------+------------------------+
| Closing | means |
| Price | the |
| | last |
| | dealt |
| | price |
| | quotations |
| | or where |
| | no |
| | dealings |
| | occurred the |
| | middle |
| | market |
| | quotation of |
| | an |
| | EcoSecurities |
| | Share on a |
| | particular |
| | business day |
| | as derived |
| | from AIM; |
+--------------------+------------------------+
| Companies | the |
| Acts | Companies |
| | Acts 1963 |
| | to 2009 |
| | of |
| | Ireland |
| | and all |
| | orders |
| | and |
| | regulations |
| | made |
| | thereunder |
| | or made |
| | under the |
| | European |
| | Communities |
| | Acts 1972 |
| | to 2003 and |
| | intended to |
| | be |
| | construed |
| | as one with |
| | the |
| | Companies |
| | Acts 1963 |
| | to 2009 of |
| | Ireland; |
+--------------------+------------------------+
| EcoSecurities | means |
| | EcoSecurities |
| | Group plc; |
+--------------------+------------------------+
| EcoSecurities | means |
| Directors | the |
| | directors |
| | of |
| | EcoSecurities |
| | from time to |
| | time; |
+--------------------+------------------------+
| EcoSecurities | means |
| Optionholders | the |
| | holders |
| | of |
| | options |
| | granted |
| | under |
| | EcoSecurities |
| | Share Option |
| | Schemes from |
| | time to time; |
+--------------------+------------------------+
| EcoSecurities | means |
| Shareholders | the |
| | holders |
| | of |
| | EcoSecurities |
| | Shares from |
| | time to time; |
+--------------------+------------------------+
| EcoSecurities | means |
| Shares | ordinary |
| | shares |
| | of |
| | EUR0.0025 |
| | each in |
| | the |
| | capital |
| | of |
| | EcoSecurities; |
+--------------------+------------------------+
| EcoSecurities | |
| Share Option | |
+--------------------+------------------------+
| Schemes | means |
| | the |
| | EcoSecurities |
| | Group plc |
| | Share Option |
| | Scheme, the |
| | EcoSecurities |
| | Group plc |
| | Share Option |
| | Scheme |
| | (adopted on 9 |
| | December |
| | 2005) and the |
| | individual |
| | option |
| | exchange |
| | deeds |
| | pursuant to |
| | which options |
| | over |
| | EcoSecurities |
| | Shares have |
| | been granted; |
+--------------------+------------------------+
| Form | means |
| of | the |
| Acceptance | form |
| | of |
| | acceptance |
| | relating |
| | to the |
| | Offer |
| | which will |
| | accompany |
| | the Offer |
| | Document; |
+--------------------+------------------------+
| Guanabara | means |
| | Guanabara |
| | Holdings |
| | B.V.; |
+--------------------+------------------------+
| Guanabara | means |
| Offer | the |
| Price | price |
| | under |
| | the |
| | revised |
| | offer |
| | made to |
| | EcoSecurities |
| | pursuant to |
| | the |
| | announcement |
| | made by |
| | Guanabara on |
| | 1 September |
| | 2009; |
+--------------------+------------------------+
| Interim | means |
| Results | the |
| | unaudited |
| | interim |
| | results |
| | of |
| | EcoSecurities |
| | for the six |
| | month period |
| | ended 30 June |
| | 2009, |
| | published on |
| | 4 August |
| | 2009; |
+--------------------+------------------------+
| Ireland | means |
| | the |
| | Republic |
| | of |
| | Ireland; |
+--------------------+------------------------+
| the | means |
| Irish | the |
| Takeover | Irish |
| Panel | Takeover |
| | Panel, |
| | established |
| | under the |
| | Irish |
| | Takeover |
| | Panel Act |
| | 1997; |
+--------------------+------------------------+
| the | means |
| Irish | the |
| Takeover | Irish |
| Rules | Takeover |
| | Panel |
| | Act |
| | 1997, |
| | Takeover |
| | Rules |
| | 2007-2008 |
| | (as |
| | amended); |
+--------------------+------------------------+
| London | means |
| Stock | London |
| Exchange | Stock |
| | Exchange |
| | plc; |
+--------------------+------------------------+
| Offer | means |
| | the |
| | recommended |
| | offer by |
| | Carbon |
| | Acquisition |
| | Company to |
| | acquire the |
| | entire |
| | issued |
| | share |
| | capital of |
| | EcoSecurities |
| | on the terms |
| | and subject |
| | to the |
| | conditions |
| | set out in |
| | the Offer |
| | Document and |
| | the Form of |
| | Acceptance, |
| | and where the |
| | context so |
| | requires, any |
| | subsequent |
| | revision, |
| | variation, |
| | extension or |
| | renewal of |
| | such offer; |
+--------------------+------------------------+
| Offer | means |
| Document | the |
| | document |
| | detailing |
| | the terms |
| | and |
| | conditions |
| | of the |
| | Offer to |
| | be sent to |
| | the |
| | EcoSecurities |
| | Shareholders; |
+--------------------+------------------------+
| Offer | means |
| Period | the |
| | period |
| | commencing |
| | on 5 June |
| | 2009; |
+--------------------+------------------------+
| Regulatory | |
| Information | |
+--------------------+------------------------+
| Service | means |
| | a |
| | regulatory |
| | information |
| | service |
| | which is |
| | approved by |
| | the UK |
| | Financial |
| | Services |
| | Authority |
| | and is on |
| | the list of |
| | regulatory |
| | information |
| | service |
| | providers |
| | maintained |
| | by the UK |
| | Financial |
| | Services |
| | Authority; |
+--------------------+------------------------+
| | |
+--------------------+------------------------+
| Relevant | means |
| 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; |
+--------------------+------------------------+
| | |
+--------------------+------------------------+
| relevant | in |
| securities | relation |
| | to |
| | EcoSecurities |
| | shall have |
| | the meaning |
| | assigned by |
| | Rule 2.1 of |
| | Part A of the |
| | Irish |
| | Takeover |
| | Rules, |
| | meaning: |
+--------------------+------------------------+
| | (a) |
| | securities |
| | which |
| | confer |
| | voting |
| | rights; |
+--------------------+------------------------+
| | (b) |
| | equity |
| | share |
| | capital; |
| | and/or |
+--------------------+------------------------+
| | (c) |
| | securities |
| | or any |
| | other |
| | instruments |
| | conferring |
| | on their |
| | holders |
| | rights to |
| | convert in |
| | to or |
| | subscribe |
| | for any new |
| | securities |
| | of the |
| | foregoing |
| | securities, |
+--------------------+------------------------+
| | and |
| | references |
| | to "an |
| | interest |
| | in a |
| | relevant |
| | security" |
| | or |
| | "interested |
| | in relevant |
| | securities" |
| | means |
| | having a |
| | long |
| | position in |
| | a relevant |
| | security, |
| | and a |
| | person who |
| | has a short |
| | position in |
| | a relevant |
| | security |
| | shall not |
| | be deemed |
| | to have an |
| | interest |
| | nor to be |
| | interested |
| | in that |
| | relevant |
| | security, |
| | and |
| | "interested |
| | in" and |
| | "interests |
| | in" shall |
| | be |
| | construed |
| | accordingly; |
+--------------------+------------------------+
| subsidiary, | has |
| | the |
| | meaning |
| | given |
| | by |
| | section155 |
| | of the |
| | Act; |
+--------------------+------------------------+
| subsidiary | |
| undertaking, | |
+--------------------+------------------------+
| associated | |
| undertaking and | |
+--------------------+------------------------+
| undertaking | have |
| | the |
| | meanings |
| | given by |
| | the |
| | European |
| | Communities |
| | (Companies |
| | Group |
| | Accounts) |
| | Regulations |
| | 1992; |
+--------------------+------------------------+
| Takeover | means |
| Regulations | the |
| | European |
| | Communities |
| | (Takeover |
| | Bids |
| | (Directive |
| | 2004/25/EC)) |
| | Regulations |
| | 2006; |
+--------------------+------------------------+
| United | means |
| Kingdom or UK | the |
| | United |
| | Kingdom |
| | or |
| | Great |
| | Britain |
| | and |
| | Northern |
| | Ireland; |
+--------------------+------------------------+
| United | means |
| States | the |
| or US | United |
| | States |
| | of |
| | America |
| | its |
| | territories |
| | and |
| | possessions, |
| | any state of |
| | the United |
| | States and |
| | the District |
| | of Columbia; |
+--------------------+------------------------+
| Wider | |
| Carbon | |
| Acquisition | |
+--------------------+------------------------+
| Company | means |
| Group | Carbon |
| | Acquisition |
| | Company and |
| | its |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertakings |
| | in which |
| | Carbon |
| | Acquisition |
| | Company and |
| | such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | have a |
| | substantial |
| | interest and |
| | substantial |
| | interest |
| | means a |
| | direct or |
| | indirect |
| | interest in |
| | 20 per cent. |
| | or more of |
| | the equity |
| | capital of an |
| | undertaking; |
| | and |
+--------------------+------------------------+
| Wider | means |
| EcoSecurities | EcoSecurities |
| Group | and its |
| | subsidiary |
| | undertakings, |
| | associated |
| | undertakings |
| | and any other |
| | undertakings |
| | in which |
| | EcoSecurities |
| | and such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | have a |
| | substantial |
| | interest and |
| | substantial |
| | interest |
| | means a |
| | direct or |
| | indirect |
| | interest in |
| | 20 per cent. |
| | or more of |
| | the equity |
| | capital of an |
| | undertaking. |
+--------------------+------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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