Not for release, publication or distribution in or into the United States,
Canada, Japan or Australia or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction.
GLOBAL INVESTORS ACQUISITION LLC
RULE 9 CASH ONLY OFFER FOR
CLEAN ENERGY BRAZIL PLC
2 October 2009
A. Introduction
Global Investors Acquisition LLC ("GIA") announces the terms of a mandatory
cash offer required under Rule 9 of the City Code on Takeovers and Mergers (the
"Code") to acquire the entire issued ordinary share capital of Clean Energy
Brazil PLC ("CEB") not already owned by the Concert Parties (see below). GIA is
a recently formed Delaware limited liability company which has issued
membership interests to Brookdale Global Opportunity Fund and Brookdale
International Partners, L.P.. The Manager of GIA, for the purposes of the laws
of the State of Delaware, is Weiss Capital LLC.
GIA is or is deemed to be acting in concert with each of Brookdale Global
Opportunity Fund ("BGO"), Brookdale International Partners, L.P. ("BIP"), Weiss
Asset Management LLC, Weiss Capital LLC and Andrew Weiss for the purposes of
the Code (together the "Concert Parties").
On 17 September 2009, BGO and BIP acquired, respectively, 14,700,000 and
27,300,000 ordinary shares of 1 pence each ("Ordinary Shares") in CEB
representing 28.46 per cent. of CEB''s existing issued ordinary share capital at
that time. BGO and BIP have today acquired, respectively, 6,958,019 and
12,922,036 Ordinary Shares (together the "Acquisition").
The Acquisition brings the total number of shares held by the Concert Parties
to 61,880,055 Ordinary Shares out of a total of 147,563,929 issued Ordinary
Shares representing 41.93 per cent. of the Ordinary Share capital. Taken
together, the Concert Parties'' shareholdings carry 41.93 per cent. of the
voting rights of CEB for the purposes of Rule 9 of the Code.
Save as referred to above, neither GIA nor, so far as GIA is aware, any person
acting in concert with GIA, has an interest in or right to subscribe for
relevant CEB securities, or has borrowed or lent, or has any short position in
relation to, relevant CEB securities, including any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of any relevant CEB securities.
Neither GIA nor, so far as GIA is aware, any person acting in concert with GIA
has any arrangement in relation to relevant CEB securities.
The requirement to make an offer under Rule 9 of the Code is triggered by the
Acquisition. GIA is to make an offer for all of the issued and to be issued
Ordinary Shares not already owned by the Concert Parties.
B. The Cash Only Offer
The Ordinary Shares are the only class of equity share capital of CEB. The Code
requires GIA to make an offer for the Ordinary Shares. No offer is being made
by GIA for the outstanding warrants to subscribe for Ordinary Shares in CEB
(the "Warrants") and GIA currently has no intention of making an offer for the
Warrants.
GIA will offer to acquire all of the Ordinary Shares not already owned by the
Concert Parties (the "Offer"), which amount to 85,683,874 Ordinary Shares, in
total representing approximately 58.07 per cent. of the CEB existing issued
Ordinary Share capital, on and subject to the terms set out herein, and to be
set out in an offer document (the "Offer Document") and form of acceptance (the
"Form of Acceptance"), on the following basis:
For each Ordinary Share GBP £0.1268 in cash
The cash consideration values the whole of the existing issued Ordinary Share
capital of CEB at approximately GBP £18,711,106.20 and is a premium of
approximately 20.76 per cent over the bid price of an Ordinary Share as at
close of business on 2 October 2009.
The Offer will extend to all Ordinary Shares (excluding those already held by
the Concert Parties) which are unconditionally allotted or issued prior to the
time at which the Offer closes (or such earlier date as GIA may, subject to the
Code or with the consent of the Panel, decide).
Ordinary Shares will be acquired by GIA fully paid and free from all liens,
equities, charges, encumbrances, rights of pre-emption and other third party
rights and interests of any nature whatsoever and together with all of the
rights now and hereafter attaching thereto, including the right to all
dividends and other distributions hereafter declared, made or paid.
Accordingly, this would include any dividend declared, made or paid after the
date hereof (including the proposed dividend announced by the Board of CEB on
21 August 2009) and GIA would acquire Ordinary Shares under the Offer together
with an entitlement to such dividend, if any.
In accordance with Rule 9.5 of the Code the offer price is not less than the
highest price paid by GIA and/or the other Concert Parties for Ordinary Shares
in the 12 months prior to the commencement of the offer period on 2 October
2009 and in the period since that date but prior to this announcement.
C. Financing of the Offer
The bankers to GIA, Boston Private Bank and Trust Company, are satisfied that
sufficient resources are available to GIA to satisfy full acceptance of the
Offer, which would involve a maximum cash payment of approximately GBP £
10,864,715.22. Boston Private Bank and Trust Company has given and not
withdrawn its consent to the issue of this announcement with the inclusion in
it of references to its name in the form and context in which it appears.
D. Information on GIA and the Concert Parties
GIA is a Delaware limited liability company which was formed on 22 September
2009. The registered office of GIA is at the offices of Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. GIA has
issued membership interests to Brookdale Global Opportunity Fund and Brookdale
International Partners L.P. in the ratio of 35 per cent. and 65 per cent.,
respectively.
BGO is an exempted open-end company incorporated and existing under the
Companies Law of the Cayman Islands. It was originally incorporated in 1995 as
the Czech Value Fund to operate as a closed-end investment company to take
advantage of investments in the Czech Republic. BGO became an open-ended fund
on 2 October 2000 and its investment mandate was expanded to permit it to
invest globally. On 14 August 2000 BGO was registered as a mutual fund under
Cayman Islands law. Weiss Capital LLC, a Delaware limited liability company, is
BGO''s investment manager and is responsible for the overall management of BGO''s
investment operations. As at 31 August 2009, BGO had net assets of
approximately US$340million.
BIP commenced investment operations as a New York limited partnership in
October 1994 under the name Manhattan International Partners, L.P. It had been
formed on 17 February 1994 under the name Scarsdale International Partners,
L.P., which was renamed Manhattan International Partners on 4 August 1994. On
14 July 2000 it was renamed Brookdale International Partners, L.P. Since 15
July 2003 the general partner of BIP has been Weiss Asset Management LLC, which
is responsible for the business and affairs of BIP, including the investment of
its assets. BIP''s manager is Weiss Capital LLC. As at 31 August 2009, BIP had
net assets of approximately US$738 million. Andrew Weiss has been responsible
for BIP''s investment decisions since October 1994.
Weiss Asset Management LLC is a Delaware limited liability company which
replaced The Brookdale Group Ltd as the general partner of Brookdale
International Partners, L.P. on 15 July 2003. Weiss Capital LLC, replaced the
Brookdale Group Ltd as the investment manager of Brookdale Global Opportunity
Fund on 15 July 2003. Further, Weiss Capital LLC replaced The Brookdale Group
Ltd as manager of Brookdale International Partners, L.P. on 15 July 2003. The
majority member and sole manager of each of Weiss Capital LLC and Weiss Asset
Management, LLC is Andrew Weiss. The investment approach is a disciplined
value-oriented approach.
Andrew M. Weiss received his Ph.D. in Economics from Stanford University, was
elected a fellow of the Econometric Society in 1989, and is currently Emeritus
Professor of Economics at Boston University. He has been actively trading in
stocks since 1976. Starting in 1991, Dr. Weiss began managing the portfolio for
Brookdale Equity Partners, L.P., a diversified investment fund with a focus on
buying and selling shares in closed-end funds. He has lectured at numerous
major universities and international organizations and is the author of over 45
articles published in professional journals. He has been featured in articles
in Forbes, Time (International Edition), and Outstanding Investor Digest, as
well as newspaper articles in the U.S. and Europe. He is a member of the Board
of Trustees of American Jewish World Service and the Advisory Board for the
Center for Development Economics at Williams College.
E. Reasons for the Offer
The Offer is mandatory under Rule 9 of the Code and is conditional only on
receiving acceptances which, together with the Ordinary Shares already owned by
the Concert Parties, amount to more than 50 per cent. of the voting rights of
CEB''s issued equity share capital. In accordance with Rule 9 of the Code, the
Ordinary Shares will be the only class of shares used for the purposes of
calculating whether the Offer becomes unconditional as to acceptances.
GIA will seek a recommendation of the Offer from the Board of Directors of CEB.
Obtaining its recommendation is not, however, a condition of the Offer.
F. General
The value of the Offer has been calculated on the basis of 147,563,929 Ordinary
Shares in issue as at the date of this announcement.
The Offer Document and the Form of Acceptance, setting out full details of the
Offer, will be despatched as soon as practicable but in any event within 28
days of the date of this announcement. In accordance with the Code, the Offer
will be subject to the further terms to be set out in the Offer Document and in
the Form of Acceptance.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are subject
to the laws of any jurisdiction other than the United Kingdom should inform
themselves about and observe any applicable legal or regulatory requirements.
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails or any means or instrumentality (including, without limitation,
telephonically or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, mailed, forwarded
or otherwise distributed or sent in or into the United States, Canada,
Australia or Japan or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction and so doing
may invalidate a purported acceptance of the Offer.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
This announcement constitutes a communication by a body corporate in respect of
a transaction to acquire or dispose of shares in a body corporate other than an
open-ended investment company or is entered into for the purposes of such an
acquisition or disposal in either case, the object of which transaction may
reasonably be regarded as being the acquisition of day to day control of the
affairs of the body corporate.
Unless otherwise stated, all financial information in this announcement has
been based on the relevant figures, obtained from Bloomberg as at the close of
business on 2 October 2009 (the latest practicable date prior to the
announcement of the Offer). All quotations for Ordinary Shares stated in this
announcement are taken as at the close of business on the relevant date.
G. Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of CEB, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities"
of CEB, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of CEB by GIA, or by any of its "associates", must be disclosed by
no later than 12.00 noon (London time) on the London 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, and the number of such securities
in issue, can be found on the Takeover Panel''s website at
www.thetakeoverpanel.org.uk.
"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 Code, which can also be found on
the Panel''s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
H. Responsibility
Andrew Weiss, the manager of Weiss Capital LLC, which is the Manager of GIA,
accepts responsibility for the information contained in this announcement. To
the best of the knowledge and belief of Andrew Weiss (who has 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.
ENQUIRIES
Global Investors Acquisition LLC
Eitan Milgram/Andrew Weiss/Daniel Bradford - +1 (617) 778-7780
Definitions
"arrangement" includes any indemnity or option arrangements, and any agreement
or understanding, formal or informal, of whatever nature, relating to relevant
CEB securities or relevant GIA securities which may be an inducement to deal or
refrain from dealing.
"associate" shall be construed in accordance with section 988 of the UK
Companies Act 2006.
"CEB Shares" means the existing unconditionally allotted or issued and fully
paid (or credited as fully paid) ordinary shares of 1p each in the capital of
CEB and any such further shares which are unconditionally allotted or issued
fully paid while the Offer remains open for acceptance or, subject to the
provisions of the Code, by such earlier date as GIA may determine.
"Panel" means the Panel on Takeovers and Mergers.
"relevant CEB securities" means CEB Shares, any other securities in the capital
of CEB which carry voting rights or which are equity share capital, and any
securities convertible into, rights to subscribe for, options (including traded
options) in respect of and derivatives referenced to, any of the foregoing.
"short position" means a short position whether conditional or absolute and
whether in the money or otherwise including any short position under a
derivative.
"United States" means the United States of America, its territories and
possessions, the District of Columbia and all other areas subject to its
jurisdiction.
APPENDIX
CONDITION AND FURTHER TERMS OF THE OFFER
1. The Offer is subject to valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer
(or such later time(s) and/or date(s) as GIA may, subject to the Code,
decide) in respect of such number of Ordinary Shares which, together with
the Ordinary Shares acquired or agreed to be acquired by GIA or parties
acting in concert with it before or during the Offer Period, will result in
GIA and any party acting in concert with it holding Ordinary Shares which
together carry more than 50 per cent. of the voting rights normally
exercisable at general meetings of CEB, including for this purpose, to the
extent (if any) required by the Panel, any voting rights attaching to
Ordinary Shares which are unconditionally allotted or issued before the
Offer becomes unconditional whether pursuant to the exercise of conversion
or subscription rights or otherwise. For the purposes of this paragraph 1,
the "Offer Period" shall be deemed to have commenced on 2 October 2009.
2. The Offer will extend to all Ordinary Shares other than the Ordinary Shares
already owned by GIA and any person acting or deemed to be acting in
concert with it.
3. The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are
not resident in the United Kingdom should obtain advice about and observe
any legal or regulatory requirements applicable to those jurisdictions.
4. The Offer is not being made directly or indirectly in or into the United
States, Canada, Japan or Australia or any other jurisdiction where to do
the same would constitute a violation of the relevant laws of such
jurisdiction: accordingly, copies of this announcement, the Offer Document
and any other documents relating to the Offer are not being, and must not
be, mailed or otherwise distributed or sent in or into the United States,
Canada, Japan or Australia or any other jurisdiction where to do the same
would constitute a violation of the relevant laws of such jurisdiction.
5. The Offer will lapse if, before 3.00 pm on the first closing date or the
date when the Offer becomes or is declared unconditional as to acceptances,
whichever is the later, the acquisition by GIA of CEB is either referred to
the Competition Commission or results in the European Commission, pursuant
to Council Regulation (EC) 139/2004, initiating proceedings under article 6
(1)(c) or making a referral to a competent authority of the United Kingdom
under article 9(1).
6. The Ordinary Shares which are the subject of the Offer will be acquired,
fully paid, free from all liens, charges, encumbrances, rights of
pre-emption and any other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including the
right to receive and retain in full all dividends and other distributions,
if any, declared, made or paid after the date hereof.
7. The Offer will comply with the rules and regulations of the London Stock
Exchange and the provisions of the Code. The Offer and any acceptances
under it will be governed by English Law and be subject to the jurisdiction
of the courts of England.
END
GLOBAL INVESTORS ACQUISITION LLC