13th Nov 2009 14:49
For immediate release
13 November 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
COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE
Carbon Acquisition Company announces that compulsory acquisition notices (the Notices) pursuant to section 204 of the Act have been posted to those EcoSecurities Shareholders who have not accepted (the Non-Assenting Shareholders) the recommended offer of 105 pence per EcoSecurities Share (the Offer). These Notices set out Carbon Acquisition Company's intention to acquire compulsorily all outstanding EcoSecurities Shares on the same terms as originally set out in the Offer.
Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of one month from the date of the Notices, being 11 December 2009, the EcoSecurities Shares held by Non-Assenting Shareholders who have not accepted the Offer by that date will be acquired compulsorily by Carbon Acquisition Company and such Non-Assenting Shareholders will be entitled to 105 pence in cash for each EcoSecurities Share such Non-Assenting Shareholders hold on that date.
Cancellation of admission to trading on AIM
Carbon Acquisition Company intends to procure that EcoSecurities applies to the London Stock Exchange for cancellation of the admission to trading of the EcoSecurities Shares on AIM.
Closing of Offer
The Offer will be closed on 11 December 2009 and accordingly no longer capable of acceptance after that date.
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 Increased Offer Document dated 25 September 2009 have the same meanings when used in this announcement.
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 Increased Offer Document.
Related Shares:
Eco (atlantic)