TIDMECO
RNS Number : 5114Z
Carbon Acquisition Company Ltd
23 September 2009
For immediate release
23 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
INCREASED CASH OFFER
FOR
ECOSECURITIES GROUP PLC
BY
CARBON ACQUISITION COMPANY LTD
1. Increased Cash Offer
The board of Carbon Acquisition Company Ltd ("Carbon Acquisition Company"), a
wholly owned indirect subsidiary of JPMorgan Chase & Co., announces that further
to the Recommended Cash Offer by Carbon Acquisition Company announced on
14 September 2009 (the "Original Cash Offer") for the entire issued and to be
issued share capital of EcoSecurities Group plc ("EcoSecurities"), it is
increasing the Offer price so that the increased offer (the "Increased Cash
Offer") is as follows:
for each EcoSecurities Share 105 pence in cash
The Increased Cash Offer values the entire issued and to be issued share capital
of EcoSecurities at approximately GBP129.1 million and represents a premium of:
* approximately 17 per cent. to the revised Guanabara Offer Price of 90 pence for
each EcoSecurities Share announced on 1 September 2009;
* approximately 131 per cent. to the Closing Price of 45.5 pence per EcoSecurities
Share on 4 June 2009, the last Business Day prior to the commencement of the
Offer Period; and
* approximately 199 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.
A revised offer document (the "Revised Offer Document") and a revised form of
acceptance (the "Revised Form of Acceptance") will be posted to EcoSecurities
Shareholders as soon as reasonably practicable. The Increased Cash Offer will be
subject to the terms and conditions set out in the Revised Offer Document which
will be substantially the same terms (other than the increased price per
EcoSecurities Share) and the same conditions as set out in the offer
document relating to the Original Cash Offer dated 15 September 2009 (the
"Original Offer Document").
2. Share Purchases and Interests in EcoSecurities Shares
(a) Acquisitions
(i) On 23 September 2009, J.P. Morgan Securities Ltd. ("JPMSL") entered into
unconditional sale and purchase agreements to acquire in
aggregate 18,299,550 EcoSecurities Shares, representing approximately 15.48 per
cent. of the existing issued share capital of EcoSecurities, each at a price of
105 pence per EcoSecurities Share. These agreements are with a number of
separate sellers including Special Mutual Fund Avenir, entities connected with
Niclas Eriksson, Oy Finvestock AB, funds managed by United Bankers fund
management and clients holding EcoSecurities Shares through accounts with SEB
Private Banking.
(ii) On 14 September 2009, J.P. Morgan Ventures Energy Corporation ("JPMVEC")
acquired 100,000 EcoSecurities Shares, representing approximately 0.08 per cent.
of the existing issued share capital of EcoSecurities, at a price of 100 pence
per EcoSecurities Share.
JPMSL and JPMVEC are acting in concert with Carbon Acquisition Company.
(b) Interests in EcoSecurities Shares
As at 11 September 2009, being the last Business Day prior to the announcement
of the Original Cash Offer, the following persons who are deemed to be acting in
concert with Carbon Acquisition Company were interested in relevant securities
of EcoSecurities:
+----------------------------------------+---------------+------------------+
| |
+----------------------------------------+
| | | |
+----------------------------------------+---------------+------------------+
| | | |
+----------------------------------------+---------------+------------------+
| Name | Number of | Nature of |
| |EcoSecurities | Interest |
| | Shares | |
| | | |
+----------------------------------------+---------------+------------------+
| Bear Stearns International Trading Ltd | 446,349 | Beneficial |
| | | Interest |
+----------------------------------------+---------------+------------------+
| Chase Nominees Limited | 338,966 | Held as |
| | | custodian |
+----------------------------------------+---------------+------------------+
| J.P. Morgan Clearing Corporation | 39,000 | Held as |
| | | custodian |
+----------------------------------------+---------------+------------------+
As at 22 September 2009, being the last Business Day prior to this announcement,
these holdings were unchanged other than the custodian holding of J.P. Morgan
Clearing Corporation which had reduced to 34,000 EcoSecurities Shares.
(c) Irrevocable Undertakings
(i) Carbon Acquisition Company has received irrevocable undertakings to accept
(or procure the acceptance of) the Original Cash 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
* 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 apply equally to the Increased Cash Offer and will remain binding in the
event of a competing offer being made for EcoSecurities. Further details of the
irrevocable undertakings were set out in Original Offer Document.
Accordingly, in aggregate, Carbon Acquisition Company and persons acting in
concert with it, have irrevocable undertakings to accept the Increased Cash
Offer in respect of, beneficially own or have agreed to acquire a total of
42,382,520 EcoSecurities Shares representing 35.86 per cent. of the existing
issued share capital of EcoSecurities.
Save as disclosed in this paragraph, as at 22 September 2009, the last Business
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.
Any additional interest(s) or dealing(s) of persons presumed to be acting in
concert with Carbon Acquisition Company that come to its attention which will be
discussed with the Irish Takeover Panel and, as necessary, will be announced if
requested by the Irish Takeover Panel.
An announcement of the acquisitions referred to in paragraph 2(a)(i) will be
made prior to 12.00 noon (Dublin time) on 24 September 2009 in accordance with
rule 8.1 of the Irish Takeover Rules. An announcement pursuant to rule 17 of the
Irish Takeover Rules will be made prior to 8.00 a.m. (Dublin time) on 24
September 2009.
3. Procedure for Acceptance of the Increased Cash Offer
EcoSecurities Shareholders who have already validly accepted the Original Cash
Offer need take no further action; their acceptances of the Original Cash Offer
are deemed to be acceptances of the Increased Cash Offer.
EcoSecurities Shareholders who have not yet accepted the Original Cash Offer are
urged to accept the Increased Cash Offer, as soon as possible, and in any event
by 3.00 p.m. (Dublin time) on 14 October 2009.
To accept the Increased Cash Offer in respect of EcoSecurities Shares held in
certificated form, the relevant Revised Form of Acceptance should be completed,
signed and returned in accordance with the instructions set out in the Revised
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 Increased Cash Offer in respect of EcoSecurities Shares held in
uncertificated form (that is, in CREST), the Revised Form of Acceptance should
be completed, signed and returned in accordance with the instructions set out in
the Revised 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
Revised 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
Increased Cash 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 Increased Cash Offer nor
give any personal financial, legal or tax advice.
4. General
The Increased Cash Offer will initially be open for acceptance until 3.00 p.m.
(Dublin time) on 14 October 2009. Carbon Acquisition Company reserves the right
(but will not be obliged, other than as required by the Irish Takeover Panel) at
any time and from time to time to extend the Increased Cash Offer after such
time.
Although no revision is envisaged, if the Increased Cash Offer is revised it
will remain open for acceptance for a period of at least 14 calendar days (or
such other period as may be permitted by the Irish Takeover Panel) following the
date on which written notice of the revision is despatched to EcoSecurities
Shareholders. Except with the consent of the Irish Takeover Panel, no revision
of the Increased Cash Offer may be made after 31 October 2009 or, if later, the
date 14 calendar days before the last date on which the Increased Cash Offer can
become unconditional.
The Increased Cash Offer, whether revised or not, will not (except with the
consent of the Irish Takeover Panel) be capable of becoming unconditional after
5.00 p.m. (Dublin time) on 14 November 2009 (or any other time and/or date
beyond which Carbon Acquisition Company has stated that the Increased Cash Offer
will not be extended and has not, where permitted, withdrawn that statement),
nor of being kept open for acceptances after that time and/or date unless the
Increased Cash Offer has previously become unconditional, provided that Carbon
Acquisition Company reserves the right, with the permission of the Irish
Takeover Panel, to extend the Increased Cash Offer to any later time(s) and/or
date(s). Except with the consent of the Irish Takeover Panel, Carbon Acquisition
Company may not, for the purposes of determining whether the acceptance
condition has been satisfied, take into account acceptances received or
purchases of EcoSecurities Shares made after 1.00 p.m. (Dublin time) on 14
November 2009 (or any other time(s) and/or date(s) beyond which Carbon
Acquisition Company has stated that the Increased Cash Offer will not be
extended and has not, where permitted, withdrawn that statement) or, if the
Increased Cash Offer is so extended, such later time(s) and/or date(s) as Carbon
Acquisition Company, with the permission of the Irish Takeover Panel, may
determine.
If the Increased Cash Offer becomes unconditional, it will remain open for
acceptance for not less than 14 calendar days from the date on which it would
otherwise have expired. If the Increased Cash Offer has become unconditional and
it is stated by or on behalf of Carbon Acquisition Company that the Increased
Cash Offer will remain open until further notice, then not less than 14 calendar
days' notice in writing will be given prior to the closing of the Increased Cash
Offer by or on behalf of Carbon Acquisition Company to those EcoSecurities
Shareholders who have not accepted the Increased Cash Offer.
The Increased Cash 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
Increased Cash 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
Increased Cash Offer will be implemented on the same terms (subject to
appropriate amendments), so far as is applicable, as those which apply to the
Increased Cash Offer.
The bases of calculations and sources of information in this announcement are as
set out in the announcement of the Original Cash Offer on 14 September 2009.
Enquiries
For further information contact:
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
| 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 |
+-------------------------------+-----------------------------+
| | |
+-------------------------------+-----------------------------+
Further information
Terms defined in the Original Offer Document have the same meanings when used in
this announcement.
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 Increased Cash Offer or otherwise. The
Increased Cash Offer will be subject to the conditions and certain further terms
of the offer as described in this announcement and to the full terms and
conditions to be set out in the Revised Offer Document and in the Revised Form
of Acceptance. The Revised Offer Document will include details of how to accept
the Increased Cash Offer. Any acceptance or other response to the Increased Cash
Offer should be made only on the basis of the information contained in the
Revised Offer Document and in the Revised Form of Acceptance. EcoSecurities
Shareholders are strongly advised to read the formal documentation in relation
to the Increased Cash 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. 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 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 Increased Cash 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 Increased Cash 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 Increased Cash 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 Increased Cash 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 Increased Cash 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 Revised Offer Document, the Revised 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 Revised Offer
Document.
The availability of the Increased Cash 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 Revised 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 Increased Cash 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
Revised 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 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 ability to
control or estimate precisely, including, but not limited to, the satisfaction
of the terms and conditions to the Increased Cash 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. Carbon Acquisition
Company does not 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 Increased Cash 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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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