ECO Eco (atlantic) Oil & Gas Ltd

 

TIDMECO 
 
RNS Number : 1173Z 
Carbon Acquisition Company Ltd 
15 September 2009 
 

For immediate release 
15 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 
 
 
POSTING OF OFFER DOCUMENT 
Summary 
On 14 September 2009, the boards of directors of Carbon Acquisition Company Ltd 
("Carbon Acquisition Company"), a wholly owned, indirect subsidiary of JPMorgan 
Chase & Co., and EcoSecurities Group plc ("EcoSecurities") announced that they 
had reached agreement on the terms of a recommended cash offer of 100 pence per 
EcoSecurities Share for the entire issued and to be issued share capital of 
EcoSecurities to be made by Carbon Acquisition Company (the "Offer"). 
Carbon Acquisition Company announces that it is posting today to EcoSecurities 
Shareholders (and, for information only, participants in the EcoSecurities Share 
Option Schemes) the offer document (the "Offer Document") containing the full 
terms and conditions of the Offer together with the Form of Acceptance. 
Procedure for acceptance of the Offer 
To accept the Offer in respect of EcoSecurities Shares held in certificated 
form, the relevant Form of Acceptance should be completed, signed and returned 
in accordance with the instructions set out in the Offer Document as soon as 
possible, and in any event by no later than 3.00 p.m. (Dublin time) on 14 
October 2009. 
To accept the Offer in respect of EcoSecurities Shares held in uncertificated 
form (that is, in CREST), the Form of Acceptance should be completed, signed and 
returned in accordance with the instructions set out in the Offer Document as 
soon as possible and in any event by no later than 3.00 p.m. (Dublin time) on 14 
October 2009, and the procedure set out in the Offer Document should be followed 
so that the TTE instruction settles no later than 3.00 p.m. (Dublin time) on 14 
October 2009. 
If you have any questions relating to the procedure for acceptance of the Offer, 
please telephone Capita Registrars between 9.00 a.m. and 5.00 p.m. (Dublin 
time), Monday to Friday (except Irish public holidays) on 01-8102400 from within 
Ireland or on +353 1 8102400 if outside Ireland. Calls to the helpline from 
outside Ireland will be charged at applicable international rates. Different 
charges may apply to calls from mobile telephones and calls may be recorded and 
randomly monitored for security and training purposes. The helpline cannot 
provide advice on the merits of the Offer nor give any personal financial, legal 
or tax advice. 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection at the offices of William Fry, Fitzwilton House, Wilton Place, Dublin 
2, Ireland and at the offices of Matheson Ormsby Prentice, 70 Sir John 
Rogerson's Quay, Dublin 2, Ireland during normal business hours on any weekday 
(Saturdays, Sundays and public holidays excluded) while the Offer remains open 
for acceptance. Additional Forms of Acceptance are available from Capita 
Registrars. 
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 
Terms defined in the Offer Document have the same meanings when used in this 
announcement. 
 
 
The availability of the Offer to persons outside Ireland and the United Kingdom 
may be affected by the laws of the relevant jurisdiction. Such persons should 
inform themselves about and observe any applicable requirements. The Offer is 
not being made, directly or indirectly, in or into or from or by use of the 
mails of or by any means of instrumentality (including, without limitation, 
telephonically or electronically) of inter-state or foreign commerce of or any 
facilities of a national securities exchange of any jurisdiction where it would 
be unlawful to do so. Persons receiving such documents (including, without 
limitation, nominees, trustees and custodians) should observe these 
restrictions. Failure to do so may invalidate any related purported acceptance 
of the Offer.  Notwithstanding the foregoing restrictions, Carbon Acquisition 
Company reserves the right to permit the Offer to be accepted if, in its sole 
discretion, it is satisfied that the transaction in question is exempt from or 
not subject to the legislation or regulation giving rise to the restrictions in 
question. 
 
 
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 
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. 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. 
 
 
This announcement does not constitute an offer or an invitation to purchase or 
subscribe for any securities. Any response in relation to the Offer should only 
be made on the basis of the information contained in the Offer Document. 
 
 
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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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