ECO Eco (atlantic) Oil & Gas Ltd

 

TIDMECO 
 
RNS Number : 7215Z 
Carbon Acquisition Company Ltd 
25 September 2009 
 

For immediate release 
25 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 REVISED 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 (the "Original 
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. 
On 23 September 2009, Carbon Acquisition Company announced that the offer price 
would be increased to 105 pence per EcoSecurities Share (the "Increased Offer") 
and the board of EcoSecurities announced that they were recommending that 
EcoSecurities Shareholders accept the Increased Offer. 
Carbon Acquisition Company announces that it is posting today to EcoSecurities 
Shareholders (and, for information only, to participants in the EcoSecurities 
Share Option Schemes) the revised offer document (the "Revised Offer Document") 
containing the full terms and conditions of the Increased Offer together with 
the Revised Form of Acceptance. 
Procedure for acceptance 
EcoSecurities Shareholders who have already validly accepted the Original Offer 
need take no further action; their acceptances of the Original Offer are deemed 
to be acceptances of the Increased Offer. 
EcoSecurities Shareholders who have not yet accepted the Original Offer are 
urged to accept the Increased Offer, as soon as possible, and in any event by 
3.00 p.m. (Dublin time) on 14 October 2009. 
To accept the Increased 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 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 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 Offer nor give any 
personal financial, legal or tax advice. 
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 Revised Offer Document have the same meanings when used in 
this announcement. 
 
 
The availability of the Increased 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 Increased 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 Offer.  Notwithstanding the foregoing 
restrictions, Carbon Acquisition Company reserves the right to permit the 
Increased 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 Increased 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 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 Increased Offer 
should only be made on the basis of the information contained in the Revised 
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 3.30 p.m. (Dublin time) on the business 
day following the date of the relevant transaction. This requirement will 
continue until the date on which the Increased 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 
 
 ODPPUUACBUPBGQA 
 

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