Offer declared unconditional as to acceptances


 

TIDMNVR 
 
RNS Number : 7461F 
Nviro Cleantech plc 
19 January 2010 
 

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 
 
19 January 2010 
 
Recommended offer by 
 
 
Nviro Cleantech Plc ("Nviro") 
 
 
for 
 
 
Southbank UK Plc ("Southbank") 
 
 
Nviro has received acceptances in respect of 573,906,171 Southbank Shares 
representing 60.73 per cent. of the issued share capital of Southbank 
 
 
Offer declared unconditional as to acceptances 
 
 
Offer period extended until further notice 
 
 
On 23 December 2009, it was announced that the boards of Nviro and Southbank had 
reached agreement on the terms of a recommended offer for the whole of the 
issued and to be issued share capital of Southbank. 
 
 
Nviro announces that as at 1.00pm on 18 January 2010 (being the First Closing 
Date of the Offer), Nviro had received valid acceptances in respect of 
573,906,171 Southbank Shares representing 60.73 per cent. of the current issued 
share capital of Southbank Shares. This total includes acceptances in respect 
of 380,095,648 Southbank Shares (representing 40.22 per cent. of the current 
issued share capital of Southbank) which were subject to irrevocable 
undertakings. Further details of the irrevocable undertakings are set out in the 
Offer Document. 
 
 
Completion of the acquisition of Southbank is subject to Admission, which is 
expected to take place on 20 January 2010 when dealings in the Company's shares 
on AIM is expected to begin under its new name of Specialist Energy Group plc 
and under the symbol SEGR and under the ISIN IM00B511CF53. 
 
 
As from Admission the Company's new web-address will become www.segroupplc.com 
where information required by AIM Rule 26 may be found. 
 
Offer unconditional 
and Offer Period extended 
The Board of Nviro announces that the acceptance condition of 75 per cent., 
details of which are set out in the Offer Document, has been waived in 
accordance with paragraph (a) of Appendix I, Part A of the Offer Document 
setting out the Conditions of the Offer and, as a result, the Offer has now 
become unconditional as to acceptances. All the other conditions to the Offer, 
save for Admission have now been satisfied or waived. 
 
 
The Offer, which remains subject to the terms and conditions set out or referred 
to in the Offer Document, is being extended and will remain open for acceptance 
until further notice. Not less than 14 days' notice in writing of the closing of 
the Offer will be given to Southbank Shareholders who have not accepted the 
Offer. 
 
 
Southbank Shareholders who wish to accept the Offer and have not yet done so are 
urged to do so in the manner set out in the Offer Document as soon as 
practicable. 
 
 
Acceptance procedure 
To accept the Offer in respect of Southbank Shares in certificated form, all 
completed Forms of Acceptance, together with your share certificate(s) for such 
Southbank Shares and/or other document(s) of title, should be returned by post 
or by hand (during normal business hours) to Share Registrars Limited, Suite E, 
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible. 
 
If your Southbank Shares are in uncertificated form, to accept the Offer you 
should take (or procure the taking of) the action set out in the Offer Document 
to transfer the Southbank Shares in respect of which you wish to accept the 
Offer to the appropriate escrow balance(s), specifying Share Registrars (in its 
capacity as a CREST participant under the Escrow Agent's participant ID 7RA36) 
as the Escrow Agent, as soon as possible. Please note that settlement cannot 
take place on weekends or bank holidays (or other times at which the CREST 
system is non-operational) - you should therefore ensure you time the input of 
any TTE instructions accordingly. If you are a CREST sponsored member, you 
should refer to your CREST sponsor before taking any action. Only your CREST 
sponsor will be able to send the TTE instruction(s) to CREST in relation to your 
Southbank Shares. 
 
 
If you are in any doubt as to the procedure for acceptance, please contact Share 
Registrars by telephone 
on 01252 821390 or if calling from outside UK +44 1252 821390 or at the address 
mentioned above. You are reminded that, if you are a CREST sponsored member, you 
should contact your CREST sponsor before taking any action. 
 
 
Further details of the acceptance procedure can be found in the Offer Document. 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection during normal business hours on any weekday (Saturday and Sunday 
excepted) at the offices of McFaddens LLP, City Tower, 40 Basinghall Street, 
London EC2V 5DE until 14 days after the Offer lapses or is declared 
unconditional. 
 
 
Cancellation of Southbank's CISX listing and compulsory acquisition 
If sufficient acceptances are received, Nviro intends to apply the provisions of 
sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any 
remaining Southbank Shares on the same terms as the Offer. 
 
 
In addition, as soon as it is appropriate to do so and subject to any applicable 
legal or regulatory requirements, Nviro intends to procure that Southbank 
applies to CISX for the cancellation of the admission of the Southbank Shares to 
the Official List of CISX. Your acceptance of the Offer will also constitute 
your agreement to this application being made. 
 
 
The cancellation of the admission to trading of Southbank Shares on CISX will 
significantly reduce the liquidity and marketability of Southbank Shares which 
are not acquired under the Offer and their value may be materially and adversely 
affected as a consequence. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
A copy of this announcement is available on the Nviro website, 
www.nvirocleantech.com 
 
 
Enquiries: 
 
 
Nviro Cleantech plc 
Chris Every, Chief Executive OfficerTel: +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 OfficerTel: +44 (0) 20 7747 8380 
 
 
Akur Partners LLP - Financial Adviser to Southbank 
Andrew Dawber / Tom Frost / David Shapton 
            Tel: +44 (0) 20 7955 1514 
 
 
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP is 
authorised and regulated in the United Kingdom by the Financial Services 
Authority, is acting exclusively as financial adviser to Nviro and to no one 
else in connection with the matters described in this document. Persons 
receiving this document should note that Grant Thornton will not be responsible 
to anyone other than Nviro for providing the protections afforded to customers 
of Grant Thornton nor for providing advice in relation to the Offer or any other 
matter referred to herein. 
 
 
Fairfax, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively as financial adviser to 
Nviro and to no one else in connection with the matters described in this 
document. Persons receiving this document should note that Fairfax will not be 
responsible to anyone other than Nviro for providing the protections afforded to 
customers of Fairfax nor for providing advice in relation to the Offer or any 
other matter referred to herein. 
 
 
Littlejohn is acting exclusively as financial adviser to Nviro and to no one 
else in connection with the matters described in this document. Persons 
receiving this document should note that Littlejohn will not be responsible to 
anyone other than Nviro for providing the protections afforded to customers of 
Littlejohn nor for providing advice in relation to the Offer or any other matter 
referred to herein. 
 
 
Akur, is acting exclusively as financial adviser to Southbank and to no one else 
in connection with the matters described in this document. Persons receiving 
this document should note that Akur will not be responsible to anyone other than 
Southbank for providing the protections afforded to customers of Akur nor for 
providing advice in relation to the Offer or any other matter referred to 
herein. 
 
Rule 2.10 of the City Code 
 
 
In accordance with Rule 2.10 of the City Code, Nviro confirms that it has 
6,609,319 ordinary shares of 1 pence each in issue and admitted to trading on 
AIM under the ISIN code IM00B511CF53. 
 
 
In accordance with Rule 2.10 of the City Code, Southbank confirms that it has 
944,975,823 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 City 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 City 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 City 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. 
 
 
Overseas shareholders 
The Offer is not being made, directly or indirectly, in or into, or by the use 
of mails or any means or instrumentality (including without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facility of a national securities exchange of, the Restricted Jurisdictions and 
the Offer will not be capable of acceptance by any such use, means, 
instrumentality or facilities from or within the Restricted Jurisdictions. 
 
 
Copies of this announcement and any related documents to the Offer are not 
being, and must not be, in whole or in part, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in or into or from a 
Restricted Jurisdiction and persons receiving this announcement and any related 
documents to the Offer (including, without limitation, custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or send them, in whole 
or in part, in or into or from a Restricted Jurisdiction or other such 
jurisdiction where to do so would constitute a violation of the relevant laws of 
such jurisdiction. The availability of the Offer to persons who are not resident 
in the United Kingdom may be affected by the laws of the relevant jurisdictions. 
Persons who are not resident in the United Kingdom should inform themselves 
about and observe any applicable 
requirements. 
 
 
The Consideration Shares have not been, nor will they be, registered under the 
US Securities Act or any of the relevant securities laws of any state of the 
United States or of Canada, Australia, South Africa or Japan. Accordingly the 
Consideration Shares may not (unless an exemption under relevant securities laws 
is applicable) be offered, sold, resold or delivered, directly or indirectly, in 
or into the Restricted Jurisdictions or for the account or benefit of any person 
located in a Restricted Jurisdiction or any US Person. All persons (including, 
without limitation, nominees, trustees and custodians) who would, or otherwise 
intend to, forward this announcement or any related documents to the Offer to 
any jurisdiction outside the United Kingdom should read the further details in 
this regard which are contained in paragraph 7 of Part B of Appendix 
I, paragraph (b) of Part C of Appendix I and paragraph (b) of Part D of Appendix 
I of the Offer Document before taking any action. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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