5 Jan 2010 16:00
| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
| COMPANY NAME: |
| Nviro Cleantech plc ("Nviro" or the "Company") (to be renamed Specialist Energy Group plc on admission) |
| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
| Registered office: Burleigh Manor, Peel Road Douglas, Isle of Man, IM1 5EP Trading address: 18 Hanover Square, London, W15 1HX, United Kingdom |
| COUNTRY OF INCORPORATION: |
| Isle of Man |
| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
| http://www.nvirocleantech.com (http://www.segroupplc.com following admission) |
| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
| On 23 December 2009, the boards of Nviro and Southbank UK plc ("Southbank") announced that they had reached agreement on the terms of a recommended offer for the whole of the issued and to be issued share capital of Southbank by Nviro (the "Offer" or "Acquisition"). Under the terms of the Offer, for every 7,149 Southbank shares held, each Southbank shareholder will be entitled to 100 new ordinary shares in Nviro (post the proposed share capital consolidation of Nviro). In view of the size of Southbank in relation to the size of Nviro and the fundamental change to Nviro's business as a result of the proposed transaction, the Acquisition constitutes a reverse takeover by Nviro under the AIM Rules and, as such, requires the approval of Nviro shareholders at an Extraordinary General Meeting scheduled to take place on 15 January 2010. If the Offer is accepted in full, Southbank shareholders will hold (in aggregate) approximately 52.68 per cent. of the enlarged group (allowing for exercise of existing options in Southbank), existing Nviro shareholders will hold approximately 26.34 per cent. and subscribers to the share placing will hold approximately 20.98 per cent. Should the proposed transaction be approved by the Nviro shareholders, it will result in a change of the Company's name to Specialist Energy Group plc. Information on Nviro Nviro's subsidiary, Nviro Cleantech Limited, was established in October 2005 with the objective of investing in a number of environmental clean technology projects and assisting in the commercialisation of such technologies. Nviro's portfolio technologies were sourced from small private developers and universities in the UK and Europe. A clean fuel technology, Vertus, was selected as the primary technology based upon the perceived scale of market opportunity and has become the primary focus of the Company's resources to date. The main country of operation is the United Kingdom. Information on Southbank Southbank, through its subsidiary Hayward Tyler Group Limited, engineers, manufactures and sells products and services to the energy sector. This sector covers a wide range of activities including conventional fossil fired power generation, nuclear power, oil and gas exploration and renewable energy. The main country of operation is the United Kingdom. |
| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): |
| 25,090,744* ordinary shares with nominal value of 1p each Issue price - 76p per ordinary share * Assumes full acceptance of, and no variation to, the offer and assuming no further Southbank Shares are issued |
| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
| Gross proceeds of the placing: £4,000,032 (net of expenses £3,163,032) Anticipated market capitalisation on re-admission: £19,068,965 |
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
| TBC |
| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: |
| None |
| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
| Current Directors: Duncan Roy Sedgwick, Non-executive Interim Chairman Christopher Graeme Every, Chief Executive Officer Christopher Tawney, Executive Director and Chief Financial Officer Elizabeth Jayne Glare Cooper, Non-executive Director Andrew James Cosentino, Non-executive Director Philip Thomas Hollobone, Non-executive Director Please note all current directors are due to resign on admission with the exception of Mr. Every (see below). Proposed Directors: John Joseph May, Proposed Non-executive Chairman Ewan Wade Royston Lloyd-Baker, Proposed Chief Executive Officer Nicholas Guy Flanagan, Proposed Finance Director Nicholas Paul David Winks, Proposed Non-executive Director Christopher Graeme Every, Proposed Non-executive Director |
| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
| Before Admission: Name of Shareholder Number of Existing Percentage of current Ordinary Shares issued share capital Bankers Investment Trust plc 4,561,770 6.90 AP-2 4,444,500 6.72 FIL Limited 4,000,382 6.05 Renerg Technologies Limited 2,000,000 3.03 Christopher Every 2,000,006 3.03 After Admission: TBC |
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
| None |
| ANTICIPATED ACCOUNTING REFERENCE DATE DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
| (i) 30 September (ii) Nviro - 31 March 2009; Southbank 30 June 2009 (iii) a) 31 March 2010; b) 30 June 2010; c) 31 March 2011 |
| EXPECTED ADMISSION DATE: |
| Mid/Late January 2010 |
| NAME AND ADDRESS OF NOMINATED ADVISER: |
| Grant Thornton Corporate Finance 30 Finsbury Square London EC2P 2YU |
| NAME AND ADDRESS OF BROKER: |
| Fairfax I.S. PLC 46 Berkeley Square London W1J 5AT |
| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
| www.nvirocleantech.com The Admission Document is available from the above address and will contain full details about the applicant and the admission of its securities. |
| DATE OF NOTIFICATION: |
| 5 January 2010 |
| NEW/ UPDATE: |
| NEW |