Schedule 1 - Nviro Cleantech Plc
06 1월 2010 - 1:00AM
UK Regulatory
TIDMNVR
RNS Number : 0680F
AIM
05 January 2010
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| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN |
| ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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| |
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| COMPANY NAME: |
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| Nviro Cleantech plc ("Nviro" or the "Company") (to be renamed Specialist |
| Energy Group plc on admission) |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING |
| ADDRESS (INCLUDING POSTCODES) : |
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| Registered office: |
| Burleigh Manor, Peel Road |
| Douglas, Isle of Man, IM1 5EP |
| Trading address: |
| 18 Hanover Square, |
| London, W15 1HX, United Kingdom |
| |
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| COUNTRY OF INCORPORATION: |
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| Isle of Man |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE |
| 26: |
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| http://www.nvirocleantech.com (http://www.segroupplc.com following |
| admission) |
| |
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| 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: |
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| 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. |
| |
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| 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): |
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| 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 |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET |
| CAPITALISATION ON ADMISSION: |
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| Gross proceeds of the placing: GBP4,000,032 (net of expenses GBP3,163,032) |
| Anticipated market capitalisation on re-admission: GBP19,068,965 |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| TBC |
| |
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| 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: |
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| None |
| |
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| 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): |
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| 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 |
| |
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| 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): |
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| 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 |
| |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, |
| PARAGRAPH (H) OF THE AIM RULES: |
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| None |
| |
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| * 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: |
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| (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 |
| |
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| EXPECTED ADMISSION DATE: |
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| Mid/Late January 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Grant Thornton Corporate Finance |
| 30 Finsbury Square |
| London |
| EC2P 2YU |
| |
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| NAME AND ADDRESS OF BROKER: |
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| Fairfax I.S. PLC |
| 46 Berkeley Square |
| London |
| W1J 5AT |
| |
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| 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: |
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| 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. |
| |
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| DATE OF NOTIFICATION: |
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| 5 January 2010 |
| |
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| NEW/ UPDATE: |
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| NEW |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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