ECG Econergy Intl

    RNS Number : 0082W
  Econergy International Plc
  04 June 2008
   

    Posting of Scheme Document


    4 June 2008




    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

    RECOMMENDED SHARE EXCHANGE OFFER FOR ECONERGY INTERNATIONAL PLC ("ECONERGY") BY TRADING EMISSIONS PLC ("TEP") 

    to be implemented by means of a Scheme of Arrangement under section 152 of the Isle of Man Companies Act 1931

    Posting of the Scheme Document


    Further to the announcement made by TEP and Econergy on 15 May 2008 of a recommended offer for Econergy to be made by TEP, the
Independent Econergy Directors are pleased to announce that the Scheme Document has been posted to Econergy shareholders along with Forms of
Proxy and Form of Election.

    The Offer is being implemented by way of a scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. The Court
Meeting and the Extraordinary General Meeting to approve the Scheme will both be held on 27 June 2008. Copies of the Scheme Document will
shortly be available for inspection at the offices of Piper Jaffray Limited, One South Place, London EC2M 2RB during usual business hours on
any weekday (Saturdays, Sundays and public holidays excepted) up to the end of the Offer Period.

    The Independent Econergy Directors note yesterday's announcement by Suez Energy South America Participaes Ltda. ("SESA") that it is
contemplating making a cash offer for Econergy, that any such offer would be made by SESA or one of its affiliates but that there could be
no certainty that an offer would be made or as to the terms on which any offer might be made.  The Independent Econergy Directors further
note that TEP's offer is the only firm proposal to have been made to Econergy's Shareholders and are accordingly unanimously recommending
that Shareholders vote in favour of all the resolutions to be proposed at the meetings of Econergy shareholders convened for 27 June 2008.

    Terms defined in the offer announcement dated 15 May 2008 shall have the same meaning in this announcement.

    Enquiries:

    ECONERGY INTERNATIONAL PLC
    Tom Stoner, CEO                         +1 303 473 9007 

    Piper Jaffray
    (Financial adviser to Econergy)
    Michael Covington / Nigel Daly                 020 3142 8700
    Amer Khan / Jamie Adams

    Pelham Public Relations 
    Chelsea Hayes / Archie Berens                020 7743 6679

    Piper Jaffray Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Econergy and no-one else in connection with the Offer and the Scheme and will not be responsible to anyone other than
Econergy for providing the protections afforded to clients of Piper Jaffray Limited nor for providing advice in relation to the Offer and
the Scheme, or any other matter or arrangement referred to in this announcement.

    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the City Code, if any person, whether or not an associate, is, or becomes, "interested" (directly or
indirectly) in 1 per cent. or more of any class of "relevant securities" of Trading Emissions or Econergy, or as a result of any transaction
will be interested in 1 per cent. or more, all "dealings" in any "relevant securities" (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") of that company by such person (or any person through whom that interest is
derived) must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn. 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 Trading Emissions or Econergy, 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 City Code, all "dealings" in "relevant securities" of Econergy or of Trading Emissions by
Econergy or by Trading Emissions, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on
the 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 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 City 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.


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