Response to Increased Offer
24 Settembre 2009 - 8:00AM
UK Regulatory
TIDMECO
RNS Number : 5763Z
Guanabara Holdings B.V.
24 September 2009
Guanabara Holdings B.V.
24 September 2009
Not for release, publication or distribution, in whole or in part,
in or into or from Australia, Canada, Japan, South Africa
or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
Response of Guanabara Holdings B.V. to announcement of increased cash offer
by Carbon Acquisition Company Ltd for EcoSecurities Group plc
The Board of Guanabara Holdings B.V. ("Guanabara") notes the announcement made
yesterday of an increased cash offer of 105 pence per EcoSecurities Share by
Carbon Acquisition Company Ltd for the entire issued and to be issued share
capital of EcoSecurities Group plc ("EcoSecurities").
Guanabara announces that Guanabara and EDF Trading Limited ("EDFT") are
commencing due diligence on certain information in respect of EcoSecurities to
which EcoSecurities have permitted them to have access.
Guanabara entered into a material contract with EDFT, being a conditional
portfolio purchase agreement ("PPA") dated 16 July 2009. Pursuant to this
agreement Guanabara has granted EDFT options to acquire CER purchase and sale
agreements from EcoSecurities in the event that, amongst other conditions,
Guanabara obtains control of EcoSecurities.
The due diligence being undertaken may or may not lead to an offer in excess of
the increased offer announced by Carbon Acquisition Company Ltd yesterday.
Enquiries
+---------------------------------------------------------+--------+--------------------+
| Guanabara | | |
+---------------------------------------------------------+--------+--------------------+
| Dr Pedro Moura Costa | Tel: | +44 77 1116 1149 |
+---------------------------------------------------------+--------+--------------------+
| | | |
+---------------------------------------------------------+--------+--------------------+
| Dresdner Kleinwort Limited: Financial Advisor to | | |
| Guanabara | | |
+---------------------------------------------------------+--------+--------------------+
| Marc Monasch | Tel: | +44 207 475 5385 |
+---------------------------------------------------------+--------+--------------------+
| | | |
+---------------------------------------------------------+--------+--------------------+
| Noble & Company: Corporate Broker to Guanabara | | |
+---------------------------------------------------------+--------+--------------------+
| Peter Tracey | Tel: | +44 207 763 2314 |
+---------------------------------------------------------+--------+--------------------+
| James Staveley | Tel: | +44 207 763 2317 |
+---------------------------------------------------------+--------+--------------------+
| | | |
+---------------------------------------------------------+--------+--------------------+
| Maitland: PR Advisor to Guanabara | | |
+---------------------------------------------------------+--------+--------------------+
| Neil Bennett | Tel: | +44 207 379 5151 |
+---------------------------------------------------------+--------+--------------------+
| Rowan Brown | Tel: | +44 207 379 5151 |
+---------------------------------------------------------+--------+--------------------+
General
The definitions of certain expressions used in this announcement are contained
in the revised offer document posted by Guanabara to EcoSecurities Shareholders
on 4 September 2009 (the "Revised Offer Document").
Dresdner Kleinwort Limited (a member of Commerzbank AG), which is authorised and
regulated by the Financial Services Authority, is acting exclusively for
Guanabara and for no-one else in connection with the Increased Cash Offer and
will not be responsible to anyone other than Guanabara for providing the
protections afforded to clients of Dresdner Kleinwort Limited or for providing
advice in relation to Guanabara's Increased Cash Offer (the "Increased Cash
Offer"), the contents of this announcement or any transaction or arrangement
referred to herein.
Noble & Company, which is authorised and regulated by the Financial Services
Authority, is acting as corporate broker to Guanabara and no one else in
connection with the Increased Cash Offer and will not be providing protections
afforded to clients of Noble & Company or for affording advice in relation to
the transaction or any other matter referred to herein.
The directors of Guanabara accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Guanabara (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Any response in relation to Increased Cash
Offer should only be made on the basis of the information contained in the
Revised Offer Document.
The availability of the Increased Cash Offer to persons outside Ireland may be
affected by the laws of the relevant jurisdiction. Such persons should inform
themselves about and observe any applicable requirements. The Increased Cash
Offer is not being made, directly or indirectly, in or into or from or by use of
the mails of or by any means of instrumentality (including, without limitation,
telephonically or electronically) of inter-state or foreign commerce of or any
facilities of a national securities exchange of any jurisdiction where it would
be unlawful to do so. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may invalidate any related purported acceptance
of the Increased Cash Offer. Notwithstanding the foregoing restrictions,
Guanabara reserves the right to permit the Increased Cash Offer to be accepted
if, in its sole discretion, it is satisfied that the transaction in question is
exempt from or not subject to the legislation or regulation giving rise to the
restrictions in question.
Any person who is the holder of 1 per cent or more of any class of shares in
EcoSecurities or Guanabara may be required to make disclosures pursuant to Rule
8.3 of the Takeover Rules with effect from 5 June 2009, the date of the
announcement which resulted in the commencement of the offer period.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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