ECO Eco (atlantic) Oil & Gas Ltd

 

TIDMECO 
 
RNS Number : 5756Z 
Carbon Acquisition Company Ltd 
24 September 2009 
 

For immediate release 
24 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 
 
 
LEVEL OF ACCEPTANCES 
This announcement is made pursuant to Rule 17 of the Irish Takeover Rules 
following the announcement on 23 September 2009 of the increased cash offer by 
Carbon Acquisition Company for the entire issued and to be issued share capital 
of EcoSecurities. 
Level of acceptances 
As at 5:00 p.m. on 23 September 2009, being the latest practicable time prior to 
the date of this announcement, valid acceptances of the Offer for EcoSecurities 
had been received in respect of a total of 10,046,774 EcoSecurities Shares 
(representing approximately 8.50 per cent. of the existing issued share capital 
of EcoSecurities). 
This amount includes 10,018,621 EcoSecurities Shares (representing 
approximately 8.48 per cent. of the existing issued share capital of 
EcoSecurities) in respect of which irrevocable undertakings were received as 
described in the Offer Document. 
No acceptances of the Offer have been received from persons acting in concert 
with Carbon Acquisition Company where that person has a beneficial interest in 
the relevant EcoSecurities Shares. 
EcoSecurities Shares held prior to the offer period 
As at close of business on 2 September 2009, being the last Business Day prior 
to the offer period in respect of the Offer (for the purposes of Rule 17 of the 
Irish Takeover Rules), 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    | Percentage of  |    Nature of     | 
|                                      |EcoSecurities  |  the existing  |    Interest      | 
|                                      |    Shares     |  issued share  |                  | 
|                                      |               |  capital of    |                  | 
|                                      |               | EcoSecurities  |                  | 
+--------------------------------------+---------------+----------------+------------------+ 
| Bear Stearns International Trading   |       446,349 | 0.38 per cent. |       Beneficial | 
| Ltd                                  |               |                |         Interest | 
+--------------------------------------+---------------+----------------+------------------+ 
| Chase Nominees Limited               |       338,966 | 0.29 per cent. |          Held as | 
|                                      |               |                |        custodian | 
+--------------------------------------+---------------+----------------+------------------+ 
| J.P. Morgan Clearing Corporation     |        39,000 | 0.03 per cent. |          Held as | 
|                                      |               |                |        custodian | 
+--------------------------------------+---------------+----------------+------------------+ 
As at 23 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 
(representing approximately 0.03 per cent. of the existing issued share capital 
of EcoSecurities). 
Acquisitions of EcoSecurities Shares during the offer period 
On 23 September 2009, J.P. Morgan Securities Ltd. ("JPMSL") acquired 39,000 
EcoSecurities Shares, representing approximately 0.03 per cent. of the existing 
issued share capital of EcoSecurities, at a price of 105 pence per EcoSecurities 
Share. 
In addition, as already announced, on 23 September 2009, 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. 
Announcements under Rule 8.1 of the Irish Takeover Rules will be made in respect 
of the acquisitions referred to above by 12.00 noon (Dublin time) today. 
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. 
General 
Save as disclosed in this announcement and pursuant to the irrevocable 
undertakings described in the Offer Document, as at 23 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. 
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. 
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 Offer Document dated 15 September 2009 have the same 
meanings when used in this announcement. 
References to percentages of the existing issued share capital of EcoSecurities 
are calculated on the basis set out in the Offer Document. 
 
 
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. 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 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. 
 
 
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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