Posting of Offer Document
(Thomson Reuters ONE) - EcoSecurities Group plc28 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 Increased Cash Offer by Carbon Acquisition Company Posting of Increased Offer DocumentFurther to the announcement on 23 September 2009 by CarbonAcquisition Company Ltd ("Carbon Acquisition Company"), a whollyowned, indirect subsidiary of JPMorgan Chase & Co., of its increasedcash offer of 105 pence per EcoSecurities share for the entire issuedand to be issued share capital of EcoSecurities ("Increased Offer"),the Board of EcoSecurities announces that the offer documentcontaining the Increased Offer ("Increased Offer Document") wasposted to EcoSecurities Shareholders on 25 September 2009.The Increased Offer Document will be available for inspection at theoffices of William Fry, Fitzwilton House, Wilton Place, Dublin 2,Ireland and at the offices of Matheson Ormsby Prentice, 70 Sir JohnRogerson's Quay, Dublin 2, Ireland during normal business hours onany weekday (Saturdays, Sundays and public holidays excluded) andwill remain available for inspection at such address while theIncreased Offer remains open for acceptance.ENQUIRIES:EcoSecurities +353 (0)1 613 9814Bruce Usher, CEOAdrian Fernando, COOJames Thompson, CFORBS Hoare Govett +44 (0) 20 767 88000Justin JonesHugo FisherCitigate Dewe Rogerson +44 (0) 20 7638 9571Kevin SmithFurther informationTerms defined in the Increased Offer Document have the same meaningswhen used in this announcement.The availability of the Increased Offer to persons outside Irelandand the United Kingdom may be affected by the laws of the relevantjurisdiction. Such persons should inform themselves about and observeany applicable requirements. The Increased Offer is not being made,directly or indirectly, in or into or from or by use of the mails ofor by any means 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 Increased Offer.Notwithstanding the foregoing restrictions, Carbon AcquisitionCompany reserves the right to permit the Increased Offer to beaccepted if, in its sole discretion, it is satisfied that thetransaction in question is exempt from or not subject to thelegislation or regulation giving rise to the restrictions inquestion.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 Increased 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 theIncreased Offer or any other matters referred to in thisannouncement.This announcement does not constitute an offer or an invitation topurchase or subscribe for any securities. Any response in relation tothe Increased Offer should only be made on the basis of theinformation contained in the Increased 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 Increased Offerbecomes, or is declared, unconditional as to acceptances or lapses oris 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 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 dated 4 August 2009 (the "OriginalGuanabara Offer") and a copy of all announcements made byEcoSecurities since 5 June 2009 in relation to the Original GuanabaraOffer, and the increased offer of 90 pence made by Guanabara on 4September 2009 ("Revised Guanabara Offer"), will be available forinspection at the offices of Matheson Ormsby Prentice, 70 Sir JohnRogerson's Quay, Dublin 2 during normal business hours on any weekday(Saturday, Sunday and public holidays excepted) whilst the RevisedGuanabara Offer remains open for acceptance.A copy of the documents listed as available for inspection in CarbonAcquisition Company's recommended cash offer document dated 15September 2009 setting out the terms of the offer of 100 pence perordinary share made by Carbon Acquisition Company (the "OriginalOffer") and a copy of all announcements made by EcoSecurities inrelation to the Original Offer and the Increased Offer, includingthis announcement, will be available for inspection at the offices ofMatheson Ormsby Prentice, 70 Sir John Rogerson's Quay, Dublin 2during normal business hours on any weekday (Saturday, Sunday andpublic holidays excepted) whilst the Increased Offer remains open foracceptance. END---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 28.09.2009 - 08:01 Uhr
Sprache: Deutsch
News-ID 6274
Anzahl Zeichen: 0
contact information:
Town:
London
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 205 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Posting of Offer Document"
steht unter der journalistisch-redaktionellen Verantwortung von
ECO Securities (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
