Re Posting of Offer Document
(Thomson Reuters ONE) - EcoSecurities Group plc15 September 2009NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INOR 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 EcoSecurities Group plc ("EcoSecurities") Recommended Cash Offer by Carbon Acquisition Company Posting of Offer DocumentFurther to the announcement on 14 September 2009 by CarbonAcquisition Company Ltd ("Carbon Acquisition Company"), a whollyowned, indirect subsidiary of JPMorgan Chase & Co., of itsrecommended cash offer of 100 pence per EcoSecurities share for theentire issued and to be issued share capital of EcoSecurities("Offer"), the Board of EcoSecurities announces that the offerdocument containing the Offer ("Offer Document") will be posted toEcoSecurities shareholders today.The Offer Document will be available for inspection at the offices ofWilliam Fry, Fitzwilton House, Wilton Place, Dublin 2, Ireland and atthe 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) and will remainavailable for inspection at such address while the Offer remains openfor acceptance.ENQUIRIES:EcoSecurities +353 1 613 9814Bruce Usher, CEOAdrian Fernando, COOJames Thompson, CFORBS Hoare Govett +44 (0) 20 7678Justin Jones 8000Hugo FisherCitigate Dewe Rogerson +44 (0)Kevin Smith 20 7638 9571Further informationTerms defined in the Offer Document have the same meanings when usedin this announcement.The availability of the Offer to persons outside Ireland and theUnited Kingdom may be affected by the laws of the relevantjurisdiction. Such persons should inform themselves about and observeany applicable requirements. The Offer is not being made, directlyor indirectly, in or into or from or by use of the mails of or by anymeans of instrumentality (including, without limitation,telephonically or electronically) of inter-state or foreign commerceof or any facilities of a national securities exchange of anyjurisdiction where it would be unlawful to do so. Persons receivingsuch documents (including, without limitation, nominees, trustees andcustodians) should observe these restrictions. Failure to do so mayinvalidate any related purported acceptance of the Offer.Notwithstanding the foregoing restrictions, Carbon AcquisitionCompany reserves the right to permit the Offer to be accepted if, inits sole discretion, it is satisfied that the transaction in questionis exempt from or not subject to the legislation or regulation givingrise to the restrictions in question.The directors of EcoSecurities accept responsibility for theinformation contained in this announcement. To the best of theknowledge and belief of the directors of EcoSecurities (who havetaken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omitanything likely to affect the import of such information.RBS Hoare Govett Limited which is authorised and regulated in theUnited Kingdom by the Financial Services Authority is actingexclusively for EcoSecurities and for no-one else in connection withthe Offer and will not be responsible to anyone other thanEcoSecurities for providing the protections afforded to clients ofRBS Hoare Govett Limited or for providing advice in relation to theOffer or any other matters referred to in this announcement.This announcement does not constitute an offer or an invitation topurchase or subscribe for any securities. Any response in relation tothe Offer should only be made on the basis of the informationcontained in the Offer Document.Dealing disclosure requirementsUnder the provisions of Rule 8.3 of the Irish Takeover Rules, if anyperson is, or becomes, "interested" (directly or indirectly) in, oneper cent or more of any class of "relevant securities" ofEcoSecurities, all "dealings" in any "relevant securities" ofEcoSecurities (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must bepublicly disclosed by not later than 3.30pm (Dublin time) on thebusiness day following the date of the relevant transaction. Thisrequirement will continue until the date on which the Offer becomes,or is declared, unconditional as to acceptances or lapses or isotherwise 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 bedeemed to be a single person for the purpose of Rule 8.3 of the IrishTakeover Rules.Under the provisions of Rule 8.1 of the Irish Takeover Rules, all"dealings" in "relevant securities" of EcoSecurities by CarbonAcquisition Company or EcoSecurities, or by any of their respective"associates" must also be disclosed by no later than 12 noon (Dublintime) on the business day following the date of the relevanttransaction.A disclosure table, giving details of the companies in whose"relevant securities" "dealings" should be disclosed can be found onthe Irish Takeover Panel's website at www.irishtakeoverpanel.ie."Interests in securities" arise, in summary, when a person has longeconomic exposure, whether conditional or absolute, to changes in theprice of securities. In particular, a person will be treated ashaving an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivativereferenced 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 youare in any doubt as to whether or not you are required to disclose adealing under Rule 8, please consult the Irish Takeover Panel'swebsite at www.irishtakeoverpanel.ie or contact the Irish TakeoverPanel on telephone number +353 (0)1 678 9020; fax number+353 (0)1 6789289.A copy of the documents listed as available for inspection inEcoSecurities' response circular to the offer of 77 pence perordinary share made by Guanabara Holdings B.V. ("Guanabara") dated 4August 2009 and a copy of all announcements made by EcoSecuritiessince 5 June 2009 in relation to the Revised Guanabara Offer will beavailable for inspection at the offices of Matheson Ormsby Prentice,70 Sir John Rogerson's Quay, Dublin 2 during normal business hours onany weekday (Saturday, Sunday and public holidays excepted) whilstthe Revised Guanabara Offer remains open for acceptance.A copy of all announcements made by EcoSecurities in relation to theOffer, including this announcement, will be available for inspectionat the offices of Matheson Ormsby Prentice, 70 Sir John Rogerson'sQuay, Dublin 2 during normal business hours on any weekday (Saturday,Sunday and public holidays excepted) whilst the Offer remains openfor acceptance.END---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 15.09.2009 - 18:40 Uhr
Sprache: Deutsch
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