CLE Climate Exch.

 

TIDMCLE 
 
RNS Number : 9957O 
Climate Exchange PLC 
07 July 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 
 
7 July 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 
 
Offer update - Result of Court Hearing 
 
On 30 April 2010, the Boards of IntercontinentalExchange, Inc. ("ICE") and 
Climate Exchange plc ("Climate Exchange") announced that they had reached 
agreement on the terms of a unanimously recommended acquisition by Aether Ios 
Limited ("Bidco"), a wholly-owned subsidiary of ICE, of the entire issued and to 
be issued share capital of Climate Exchange (the "Acquisition").  The 
Acquisition is being implemented by way of a scheme of arrangement under section 
152 of the Isle of Man Companies Act (the "Scheme"). 
 
On 28 May 2010, Climate Exchange announced the posting to its shareholders and 
ADS holders of the scheme document in relation to the Acquisition (the "Scheme 
Document"). 
 
On 2 July 2010, Climate Exchange announced that, at both the Court Meeting and 
the Climate Exchange EGM held on that day in connection with the Acquisition and 
the Scheme, all the resolutions proposed were approved by the Climate Exchange 
Shareholders. 
 
Climate Exchange is pleased to announce that at the Hearing of the Court held 
earlier today the Scheme was sanctioned by the Court. The Scheme will become 
effective  upon delivery of an office copy of the Court Order to the Financial 
Supervision Commission for registration. 
 
It is anticipated that the Scheme will become effective on 8 July 2010 (the 
"Effective Date") and therefore today will be the last day of dealings in 
Climate Exchange Shares and Climate Exchange ADSs. It is intended that trading 
of Climate Exchange Shares on AIM will be cancelled with effect from 7.00 a.m. 
on 8 July 2010. 
 
The cash consideration will be dispatched to Climate Exchange Shareholders as 
soon as practicable after the Effective Date but no later than 22 July 2010. 
 
All references in this announcement 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 
 
This announcement does not constitute an offer or invitation to purchase or 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction. The full terms and conditions of the Acquisition (including the 
Scheme) are set out in the Scheme Document.  Climate Exchange Shareholders are 
advised to read carefully and in its entirety the Scheme Document in relation to 
the Acquisition before making any decision with respect to the Acquisition. 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom and the Isle of Man may be restricted by the law 
of those jurisdictions and therefore any persons in such jurisdictions into 
whose possession this document comes should inform themselves about and observe 
any such restrictions. Failure to comply with any such restrictions may 
constitute a violation of the securities laws of any such jurisdiction.  This 
announcement has been prepared for the purposes of complying with English law, 
Isle of Man law, the AIM Rules and the Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws and regulations of any jurisdiction 
outside the United Kingdom and the Isle of Man. 
 
Forward-Looking Statements 
 
This announcement contains certain statements that are or may be 
forward-looking. These statements typically contain words such as "intends", 
"expects", "anticipates", "estimates" and words of similar import. By their 
nature, forward-looking statements involve risk and uncertainty because they 
relate to events and depend on circumstances that will occur in the future. 
There are a number of factors that could cause actual results and developments 
to differ materially from those expressed or implied by such forward-looking 
statements.  Many of these risks and uncertainties relate to factors that are 
beyond Climate Exchange's ability to control or estimate precisely, and 
therefore undue reliance should not be placed on such statements.  Climate 
Exchange assumes no obligation and does not intend to update these 
forward-looking statements, except as required pursuant to applicable law. 
 
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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