CLE Climate Exch.

 

TIDMCLE 
 
RNS Number : 7653M 
Climate Exchange PLC 
28 May 2010 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
For Immediate Release 
 
28 May 2010 
 
Recommended cash acquisition by Aether Ios Limited (a wholly-owned subsidiary of 
IntercontinentalExchange, Inc.) of Climate Exchange plc to be effected by means 
of a scheme of arrangement under section 152 of the Isle of Man Companies Act 
1931 
 
Posting of Scheme Document 
 
On 30 April 2010, the boards of Climate Exchange plc ("Climate Exchange") and 
IntercontinentalExchange, Inc. ("ICE") announced that they had agreed the terms 
of a unanimously recommended cash acquisition of the entire issued and to be 
issued share capital of Climate Exchange by Aether Ios Limited, a wholly-owned 
subsidiary of ICE, to be effected by means of a scheme of arrangement under 
section 152 of the Isle of Man Companies Act 1931 (the "Scheme"). 
 
Climate Exchange is today posting a circular to Climate Exchange Shareholders 
and Climate Exchange ADS Holders (the "Scheme Document") containing, amongst 
other things, the full terms and conditions of the Scheme, an explanatory 
statement, an anticipated timetable of principal events and details of the 
actions to be taken by Climate Exchange Shareholders and Climate Exchange ADS 
Holders. 
 
As described in the Scheme Document, to become effective, the Scheme will need 
to be approved at the Court Meeting, and sanctioned by the Court, and will 
require the passing of a special resolution at the Climate Exchange EGM. Both 
the Court Meeting and the Climate Exchange EGM will be held on 2 July 2010 at 
One Bunhill Row, London EC1Y 8YY, with the Court Meeting to commence at 9.30 
a.m. and the Climate Exchange EGM to commence at 9.45 a.m. (or as soon 
thereafter as the Court Meeting shall have concluded or been adjourned). Notices 
of the Court Meeting and the Climate Exchange EGM are set out in Part Ten and 
Part Eleven, respectively, of the Scheme Document. 
 
Copies of the Scheme Document are available for inspection during usual business 
hours on Monday to Friday of each week (public holidays excepted) up to and 
including the Effective Date at the registered office of Climate Exchange being 
IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP and at the offices of 
Slaughter and May, One Bunhill Row, London EC1Y 8YY. A copy of the Scheme 
Document has also been made available on the Climate Exchange website at 
http://www.climateexchangeplc.com. 
 
 
The anticipated timetable of principal events is as follows: 
 
ADS Voting Record Time:  5.00 p.m. (New York time) on 3 June 2010 
 
Latest time for receipt by the ADS Depositary of completed ADS Voting 
Instruction Cards from Climate Exchange ADS Holders:   5.00 p.m. (New York time) 
on 24 June 2010 
 
Latest time for lodging blue forms of proxy for the Court Meeting:  9.30 a.m. on 
30 June 2010 
 
Latest time for lodging yellow forms of proxy for the Climate Exchange EGM: 
9.45 a.m. on 30 June 2010 
 
Voting Record Time:  6.00 p.m. on 30 June 2010 
 
Court Meeting:  9.30 a.m. on 2 July 2010 
 
Climate Exchange EGM:  9.45 a.m. on 2 July 2010 
 
The following dates are indicative only and subject to change¹. 
 
Last day of dealings in, for registration of transfers of, and disablement in 
CREST of, Climate Exchange Shares and Climate Exchange ADSs:  7 July 2010 
 
Hearing of the Court (to sanction the Scheme):  7 July 2010 
 
Scheme Record Time:  6.00 p.m. on 7 July 2010 
 
Effective Date of the Scheme:  8 July 2010 
 
Cancellation of trading of the Climate Exchange Shares on AIM:  with effect from 
7.00 a.m. on 8 July 2010 
 
Latest date for despatch of cheques in respect of cash consideration and 
settlement through CREST:  by 22 July 2010 
 
¹ These dates are indicative only and will depend, among other things, on the 
date upon which the Court sanctions the Scheme and the regulatory timetable.  If 
the expected time and/or date of the Hearing is changed or ICE receives 
regulatory clearances earlier or later than expected, Climate Exchange will give 
notice of the change by issuing an announcement through a Regulatory Information 
Service. 
 
All references in this document to times are to UK time unless otherwise stated. 
 
Terms and expressions in this announcement shall, unless the context otherwise 
requires, have the same meanings as given to them in the Scheme Document. 
 
This announcement will be made available on the Climate Exchange website at 
http://www.climateexchangeplc.com. 
 
 
Enquiries 
 
Climate Exchange 
Helene Crook 
                             +44 20 7382 7800 
 
J.P. Morgan Cazenove (Financial Adviser and Joint Broker) 
Barry Weir 
                                +44 20 7588 2828 
Jeremy Capstick 
                             +44 20 7742 4000 
 
Kinmont (Financial Adviser) 
John O'Malley 
                              +44 20 7087 9100 
Matt Stoate 
 
Fox-Pitt Kelton Limited (NOMAD and Joint Broker) 
Jonny Franklin-Adams 
             +44 20 3037 5231 
Simon Law 
 
Haggie Financial 
Peter Rigby 
                                 +44 207 417 8989 
Alex Parry 
Important Notices 
 
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. 
Morgan Cazenove and is authorised and regulated by the UK Financial Services 
Authority, is acting exclusively for Climate Exchange and for no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
Climate Exchange for providing the protections afforded to clients of J.P. 
Morgan plc nor for providing advice in relation to the Acquisition or any matter 
referred to herein. 
 
Kinmont, which is authorised and regulated by the UK Financial Services 
Authority, is acting exclusively for Climate Exchange and for no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
Climate Exchange for providing the protections afforded to clients of Kinmont 
nor for providing advice in relation to the Acquisition or any matter referred 
to herein. 
 
Fox-Pitt, Kelton, which is authorised and regulated by the UK Financial Services 
Authority, is acting exclusively for Climate Exchange and for no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
Climate Exchange for providing the protections afforded to clients of Fox-Pitt, 
Kelton, nor for providing advice in relation to the Acquisition or any matter 
referred to herein 
 
Dealing disclosure requirements 
 
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 
or more of any class of relevant securities of an offeree company or of any 
paper offeror (being any offeror other than an offeror in respect of which it 
has been announced that its offer is, or is likely to be, solely in cash) must 
make an Opening Position Disclosure following the commencement of the offer 
period and, if later, following the announcement in which any paper offeror is 
first identified. An Opening Position Disclosure must contain details of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of each of: (i) the offeree company; and (ii) any paper 
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) 
applies must be made by no later than 3.30 pm (London time) on the 10th business 
day following the commencement of the offer period and, if appropriate, by no 
later than 3.30 pm (London time) on the 10th business day following the 
announcement in which any paper offeror is first identified. Relevant persons 
who deal in the relevant securities of the offeree company or of a paper offeror 
prior to the deadline for making an Opening Position Disclosure must instead 
make a Dealing Disclosure. 
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 
1 per cent. or more of any class of relevant securities of the offeree company 
or of any paper offeror must make a Dealing Disclosure if the person deals in 
any relevant securities of the offeree company or of any paper offeror. A 
Dealing Disclosure must contain details of the dealing concerned and of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of each of: (i) the offeree company; and (ii) any paper 
offeror, save to the extent that these details have previously been disclosed 
under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must 
be made by no later than 3.30 pm (London time) on the business day following the 
date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the Acquisition period commenced and when any offeror 
was first identified.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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