EcoSecurities: Rejection of the Guanabara Offer
The Board of EcoSecurities has written to EcoSecurities Shareholders advising them why the Board considers that the offer of 77 pence per Ordinary Share made by Guanabara Holdings B.V. on 22 July 2009 undervalues the Company and its prospects and why it recommends that all EcoSecurities Shareholders reject the Guanabara Offer.
The response circular posted today to EcoSecurities Shareholders sets out the EcoSecurities Board's reasons for rejecting the Guanabara Offer and in particular highlights that the Offer:
- Represents a discount of 14 per cent. to the current EcoSecurities share price1
- Values EcoSecurities at only 37 pence per Ordinary Share excluding net cash2
- Seeks to exploit the low share price
- Fails to recognise that EcoSecurities has just announced a maiden profit before tax for the first half of 20093
- Fails to recognise significant revenue growth and increased CER issuance levels
- Fails to recognise EcoSecurities' significant potential for future growth as global carbon markets develop, particularly given recent legislative developments in the United States
EcoSecurities Shareholders representing 19.9 per cent. of the issued share capital of EcoSecurities have irrevocably undertaken to reject the Guanabara Offer already.
The Board of EcoSecurities believes the EcoSecurities business, its market position and the experience and industry expertise of its people make it well prepared to meet the uncertainties and risks highlighted by Guanabara in the Offer Document.
The Board of EcoSecurities recommends that EcoSecurities Shareholders reject the Guanabara Offer.
Commenting on the Offer, Mark Nicholls, Chairman of EcoSecurities, said:
"The Board considers this offer to be wholly inadequate and this is reinforced by the Interim Results that the Company announced this morning. The Board of EcoSecurities remains fully committed to delivering shareholder value to all its shareholders and therefore strongly urges shareholders to reject the Guanabara Offer."
1 Based on the closing price of the Ordinary Shares of 89.5 pence as at 3 August 2009, being the last dealing day prior to the date of this announcement
2 Based on the Group's net cash balance of ?55.3 million at 30 June 2009 and the 118,181,352 Ordinary Shares in issue as at 3 August 2009 and which is equivalent to ?0.47 per share (approximately 40 pence per share based on the Euro/Sterling exchange rate quoted on the Financial Times website (www.ft.com) on 3 August 2009 of 1.17450)
3 Based on the Group's reported profit before income tax of ?1.058 million for the six months ended 30 June 2009
This announcement should be read in conjunction with, and is subject to, the appendices to the announcement. Appendix I contains details of the bases and sources of information contained in this announcement. Appendix II contains definitions of certain expressions used in this announcement and Appendix III contains the glossary of the technical terms used in this announcement.
EcoSecurities Group plc
Bruce Usher, CEO
Tel. +353 1 613 9814