ECG Econergy Intl

    RNS Number : 5124X
  Suez Energy South America
  25 June 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 June 2008

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


    Posting of Offer Document

    On 13 June 2008, Suez Energy South America Participaes Ltda. ("SESA") announced a cash offer of 45 pence per Econergy Share, to be made
by SESA or a subsidiary of SESA, for Econergy. SESA announces that the Offer is being made by BidCo and that the offer document, containing
a letter of recommendation from the Independent Directors of Econergy and the full terms and conditions of the Offer ("Offer Document"), is
being posted to Econergy Shareholders today.  

    The first closing date of the Offer is 1.00 p.m. (London time) on 24 July 2008. To accept the Offer in respect of Econergy Shares held
in certificated form, shareholders should complete, sign and return the Form of Acceptance which accompanies the Offer Document, together
with valid share certificates and any other documents of title, as soon as possible and, in any event, so as to be received by Capita
Registrars not later than 1.00 p.m. on 24 July 2008.

    To accept the Offer in respect of Econergy Shares in uncertificated form, shareholders should follow the procedure for electronic
acceptance through CREST as set out in the Offer Document so as to ensure that the TTE Instruction settles as soon as possible and, in any
event, not later than 1.00 p.m. on 24 July 2008.  

    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
 
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