ECG Econergy Intl

    RNS Number : 8591Z
  Suez Energy South America
  25 July 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE
LAWS OF SUCH JURISDICTION


    25 July 2008


    RECOMMENDED CASH OFFER FOR ECONERGY INTERNATIONAL PLC ("ECONERGY") BY SESA BIDCO LTD ("BIDCO")

    Level of acceptances and extension of Offer

    On 13 June 2008, Suez Energy South America Participaes Ltda. ("SESA") announced a cash offer of 45p per Econergy share, to be made by
SESA or a subsidiary of SESA, for Econergy. The Offer Document was posted on 25 June 2008.

    As at 1.00 p.m. (London time) on 24 July 2008, the first closing date of the Offer, BidCo had received valid acceptances of the Offer in
respect of a total of 71,994,242 Econergy Shares, representing approximately 82.8 per cent. of the existing issued ordinary share capital of
Econergy.

    This total includes acceptances in respect of 46,332,656 Econergy Shares (representing approximately 53.3 per cent. of Econergy's
existing issued ordinary share capital) which were subject to irrevocable undertakings to accept the Offer procured by BidCo from certain
shareholders of Econergy and an acceptance in respect of 7,306,300 Econergy Shares (representing approximately 8.4 per cent. of Econergy's
existing issued ordinary share capital) in respect of which a letter of intent to accept the Offer had been procured by BidCo.

    Save as disclosed in this announcement, neither BidCo, nor any person acting in concert with BidCo, has an interest in or has any rights
to subscribe for any relevant securities of Econergy or has any short position or any arrangement in relation to any relevant securities of
Econergy. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or option arrangement or right to
require another person to purchase or take delivery of any relevant securities of Econergy and any borrowing or lending of any relevant
securities of Econergy which have not been on-lent or sold and any outstanding irrevocable undertaking with respect to any relevant
securities of Econergy.

    BidCo announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and
will remain open for acceptance until the next closing date, which will be 1.00 p.m. (London time) on 7 August 2008. Any further extensions
of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer is otherwise due
to expire, or such later time or date as the Panel may agree.

    Econergy shareholders who have not yet accepted the Offer are urged to do so without delay.

    For Econergy Shares in certificated form, Forms of Acceptance not yet returned should be completed, signed and returned in accordance
with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible and, in any
event, no later than 1.00 p.m. (London time) on 7 August 2008.

    For Econergy Shares held in uncertificated form, an Electronic Acceptance should be made in accordance with the instructions set out in
the Offer Document so that settlement takes place no later than 1.00 p.m. (London time) on 7 August 2008.

    Full details of how to accept the Offer in respect of Econergy Shares held in certificated and non-certificated form are set out in the
Offer Document and, in the case of Econergy Shares held in certificated form, the Form of Acceptance.

    Copies of the Offer Document, the Form of Acceptance and any related documents are available for collection from Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during normal business hours only on any business day. 

    Terms defined in the Offer Document have the same meaning in this announcement.

    Enquiries:

    
 Dresdner Kleinwort (Financial adviser and broker to     Tel: +44 20 7623 8000
 SESA and BidCo)
 Rosalind Hedley-Miller                                                       
 Ben Bailey                                                                   
 Brunswick Group (Financial PR adviser to SESA and    Tel: +44 (0)207 404 5959
 BidCo)
 Andrew Garfield                                                              

    This announcement is not intended to and does not constitute or form part of an offer to sell or subscribe for or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issue or transfer of securities referred to in this announcement in any jurisdiction where to do so would be in
contravention of any applicable law. The Offer is being made solely by means of the Offer Document and, in the case of Econergy Shares held
in certificated form, the accompanying Form of Acceptance, which contains the full terms and conditions of the Offer, including details of
how the Offer may be accepted.

    The availability of the Offer to Econergy Shareholders who are not resident in and citizens of the Isle of Man or the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform
themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. The Offer is not to be made, directly or
indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this
announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent
in, into or from any jurisdiction where to do so would violate the laws and/or regulations in that jurisdiction unless otherwise determined
by BidCo and subject to any dispensation required by the Panel.

    Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for SESA and BidCo and for
no one else in connection with the Offer and will not be responsible to anyone other than SESA and BidCo for providing the protections
afforded to clients of Dresdner Kleinwort Limited or for affording advice in relation to the Offer or any other matters referred to in this
Announcement.

    Dealing Disclosure Requirements 
    Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested"
(directly or indirectly) in 1% or more of any class of "relevant securities" of Econergy, 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 p.m. (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 Econergy, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code. 

    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Econergy by BidCo or Econergy, or by any of
their respective "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 Takeover 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 Takeover Panel.


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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