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20 Nov 2009 12:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
20 November 2009
Nviro Cleantech Plc
Statement regarding possible offer
The Board of Nviro Cleantech Plc ("Nviro" or the "Company") announces that it has made a proposal to Southbank UK Plc ("Southbank") which may or may not lead to an offer being made for the entire issued and to be issued share capital of Southbank at a ratio of 1,000 Nviro shares for every 7,489 Southbank shares (the "Proposal"), on a fully diluted basis.
It should be noted that the Proposal does not constitute a firm intention to make an offer for Southbank pursuant to Rule 2.5 of the City Code on Takeovers and Mergers (the "City Code") and, accordingly, there can be no certainty that an offer will be made. For the purposes of Rule 2.4 (c) of the City Code, Nviro reserves the right to make an offer at a lower price with the recommendation of the Southbank board.
The Proposal remains subject to completion of satisfactory due diligence by Nviro into Southbank and the unanimous recommendation of the Southbank board. Nviro reserves the right to waive these pre-conditions and this announcement does not amount to a firm intention to make an offer and therefore there can be no certainty that any offer will be made even if the pre-conditions are satisfied or waived.
As part of the Proposal, Nviro intends to undertake a placing of ordinary shares for cash. As part of this process, certain existing Nviro shareholders and potential additional investors will be contacted.
The Company notes that should an offer be made for the entire issued share capital of Southbank then this may constitute a reverse takeover under the AIM Rules for Companies and will require the publication of an admission document in respect of the enlarged entity and consent of Nviro shareholders in a general meeting.
The Company is not currently in a position to comply with the requirements of AIM Rule 14 insofar as publication of an admission document and convening of a general meeting are concerned. Consequently, the Company has requested that its securities are suspended from trading on AIM until such time as either the Company is able to publish an admission document or the potential Proposal is no longer in contemplation.
This announcement is being made with the consent of Southbank.
A further announcement will be made in due course.
Enquiries:
Nviro Cleantech plc
Chris Every, Chief Executive Officer Tel: +44 (0) 20 3178 7100
Grant Thornton UK LLP - Nominated Adviser and Financial adviser to Nviro
Gerry Beaney / Robert Beenstock/ Salmaan Khawaja Tel: +44 (0) 20 7383 5100
Fairfax I.S. PLC - Lead Financial Adviser and Broker to Nviro
Ewan Leggat / Laura Littley Tel: +44 (0) 20 7598 5368
Littlejohn - Rule 3 Adviser to Nviro
Claire Palmer / Mark Ling Tel: +44 (0) 20 7516 2200
Southbank UK plc
Ewan Lloyd-Baker, Chief Executive Officer Tel: +44 (0) 20 7747 8380
Akur Partners LLP - Financial Adviser to Southbank
Andrew Dawber/Tom Frost Tel: +44 (0) 20 7955 1514
Grant Thornton Corporate Finance, which is regulated by The Financial Services Authority, is acting for Nviro and no one else in connection with this matter and will not be responsible to anyone other than Nviro and its directors for providing the protections afforded to clients of Grant Thornton Corporate Finance or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein.
Fairfax I.S. PLC, which is regulated by The Financial Services Authority, is acting for Nviro and no one else in connection with this matter and will not be responsible to anyone other than Nviro and its directors for providing the protections afforded to clients of Fairfax I.S. PLC or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein.
Littlejohn, which is regulated by The Financial Services Authority, is acting for Nviro and no one else in connection with this matter and will not be responsible to anyone other than Nviro and its directors for providing the protections afforded to clients of Littlejohn or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein.
Akur Partners LLP ("Akur") is an appointed representative of PCE Investors Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority. Akur is acting exclusively for Southbank and no one else in relation to this matter and will not be responsible to anyone other than Southbank and its directors for providing the protections afforded to clients of Akur or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein.
Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Nviro confirms that it has 66,093,184 ordinary shares of 0.1 pence each in issue and admitted to trading on AIM under the ISIN code IM00B1Z8BS02.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Southbank confirms that it has 774,880,175 ordinary shares of 0.02 pence each in issue and admitted to trading on CISX under the ISIN code GB00B11YB607 .
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Nviro or Southbank, all "dealings" in any "relevant securities" of Nviro or Southbank (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 pm (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 Nviro or Southbank, 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 Code, all "dealings" in "relevant securities" of Nviro or Southbank by the Nviro or Southbank, 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.
In accordance with Rule 19.11, a copy of this announcement can be found at www.nvirocleantech.com
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