TIDMNVR
RNS Number : 8023F
Nviro Cleantech plc
20 January 2010
Nviro Cleantech Plc
("Nviro" or the "Company")
20 January 2010
Admission to AIM and
Offer declared unconditional in all respects
Further to the EGM of Nviro Cleantech Plc ("Nviro") of 15 January 2010, at which
all resolutions were duly passed, and the announcement of 19 January 2010, in
which the offer for Southbank UK Plc ("Southbank") (the "Offer") was declared
unconditional as to acceptances, the directors are pleased to announce that:
* the entire issued share capital of the Company has been admitted to trading on
AIM; and
* the Offer has now been declared unconditional in all respects.
The shares admitted today include 5,263,200 new ordinary shares of 1p
each ("Ordinary Shares") which were issued as part of a placing to raise
approximately GBP4 million (before expenses) for the Company ("Placing").
The Company's ordinary share capital now comprises 6,609,319 existing Ordinary
Shares, 8,084,746 new Ordinary Shares issued in respect of the Offer and
5,263,200 new Ordinary Shares in respect of the Placing. The new Ordinary Shares
will rank pari passu in all respects with the Company's existing ordinary shares
of 1p each.
Placing statistics
* Placing price - 76 pence
* Number of new Ordinary Shares placed on behalf of the Company - 5,263,200
* Gross proceeds of the Placing available to the Company - GBP4 million
* Estimated net proceeds of the Placing available to the Company - GBP3.16 million
* AIM symbol - NVR
* ISIN for the ordinary shares - IM00B511CF53
Nviro Cleantech Plc (to be renamed Specialist Energy Group plc in the near
future) is now an engineering company focused on the energy sector and is the
result of the reverse takeover by Nviro of Southbank UK Plc.
Southbank's main operating business, and the business that will become the main
operating business of Nviro, is Hayward Tyler Group Limited ("Hayward
Tyler"). Hayward Tyler develops, manufactures, supplies and services high-end
pumps and motors for use in the oil & gas industry and power generation sectors
- conventional, nuclear and renewable.
With a history dating back to 1815, Hayward Tyler recently developed the world's
largest deep subsea motor for use in the North Sea and has installed equipment
in over 70% of the installed nuclear power stations in North America. Currently
34% of Hayward Tyler's sales are to the US, 28% to Europe, 20% to China with the
balance to India & the rest of the world.
For 2008, Southbank's full year revenues were GBP32 million (of which over two
thirds were export) and in the first six months of 2009 it generated operating
profits of GBP1.3 million on revenues of GBP18.4 million.
The new funds within the enlarged business will be used to strengthen the
Company's balance sheet and fund Hayward Tyler's capital expenditure
requirements resulting from its growing order book.
Offer unconditional and Offer Period extended
The Board of Nviro announces that following Admission of the Company's shares to
trading on AIM, all conditions to the Offer have now been satisfied or waived
and is now unconditional in all respects.
The Offer, which remains subject to the terms and conditions set out or referred
to in the Offer Document 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
Following the final closing of the Offer, assuming that Nviro acquires the
entire issued share capital of Southbank, shareholders of Southbank will hold
approximately 52.68% of the share capital of the Company as enlarged by the
acquisition of Southbank and the Placing.
As disclosed in the admission document issued in connection with the Offer, the
Directors of Nviro Cleantech Plc are John May (Non Executive Chairman), Ewan
Lloyd-Baker (CEO), Nicholas Flanagan (Finance Director), Nicholas Winks (Non
Executive Director), and Chris Every (Non Executive Director).
Total Voting Rights
The Company's issued ordinary share capital will consist of 19,957,265 ordinary
shares of 1p each with voting rights. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of voting rights in the Company
is 19,957,265 and this figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FSA's Disclosure and Transparency Rules.
Ewan Lloyd Baker, the CEO of Southbank and new CEO of the Nviro Cleantech Plc,
commented:
"It has always been Southbank's declared intention to transition onto AIM at the
appropriate moment. This transaction allows us to fulfil that ambition and
provides us with access to a key institutional shareholder base that both
understands our technologies and the sectors in which we operate. This will
allow the company to further strengthen its balance sheet and support the growth
of our core operating business, Hayward Tyler."
Copies of the Offer and Admission Document are available at
www.nvirocleantech.com.
For further information:
Nviro Cleantech Plc
Ewan Lloyd-Baker, Chief Executive Officer
Tel: +44 (0) 20 7747 8380
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 - 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
Akur Partners LLP - Financial Adviser to Southbank
Andrew Dawber / Tom Frost / David Shapton Tel: +44 (0) 20 7955 1514
GTH Communications - PR Advisor to Nviro
Toby Hall / Christian Pickel
Tel: +44 (0) 20 7153 8039 / 8036
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
19,957,265 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.
NOTES TO EDITOR
Nviro Cleantech Plc
Directors
The Directors of the Company are as follows:
John May - Non-executive Chairman (age 61)
John May is a principal of a boutique chartered accountancy practice, focusing
on advising companies on finance raising, mergers and acquisitions, business
strategies and entry onto PLUS Markets and AIM. He was previously a senior
partner at Horwath Clark Whitehill, a UK accountancy firm, for 17 years,
including 34 years on the managing board. Mr May is the policy director and
deputy chairman of the Small Business Bureau Limited and deputy chairman of the
Genesis Initiative, which are lobbying groups to Government on behalf of small
businesses. He is also a Conservative Borough Councillor. Mr May qualified as a
Chartered Accountant in 1974 having previously gained his DIA at the University
of Bath Management School in 1970 and his BA from the University of London in
1969. He was previously Finance Director of AIM listed London & Boston
Investments Plc and a Non-Executive Director of AIM listed Croma Group Plc.
Ewan Lloyd-Baker - Chief Executive Officer (age 37)
Ewan Lloyd-Baker has worked in corporate finance both as a principal and adviser
for the past 15 years. He started his career at Arthur Anderson working in
corporate recovery and corporate turnaround with a number of privately owned and
publicly listed companies. As a principal he was part of the management team in
a venture capital backed start up which was ultimately sold to Reuters. He then
helped set up a FTSE100 corporate incubator before completing his Masters of
Business Administration. Mr Lloyd-Baker is a partner in Lloyd-Baker &
Associates, a merger and acquisition boutique and for the past nine years has
focused on acquiring a number of companies on behalf of his clients in deals
ranging from GBP1 million to GBP20 million with a particular focus on the
engineering and manufacturing sectors. Mr Lloyd-Baker was responsible for
finding the original Hayward Tyler opportunity, setting up Southbank, broking
the deal, managing the finance raising process, floating Southbank on the CISX
and then recruiting the management team into Hayward Tyler.
Nicholas (Nick) Flanagan -Finance Director (age 49)
Nicholas Flanagan is a graduate engineer from Imperial College and a Chartered
Accountant having qualified with Coopers & Lybrand in 1987. Before joining
Southbank in 2008 he spent the previous 14 years in the engineering and
manufacturing sectors where he held a number of senior financial roles initially
with Trafalgar House PLC followed by Kvaerner ASA and Jeyes Group Limited. Prior
to that he spent 6 years in corporate treasury with Saatchi & Saatchi Company
PLC.
Mr Flanagan's experience includes financial planning and development, commercial
and operational support, capital raising, change management, reporting, mergers
and acquisitions and all aspects of treasury management including foreign
exchange hedging.
Nicholas (Nick) Winks - Non-executive Director (age 61)
Nicholas Winks is Chairman of a number of private equity-backed businesses and
has previously been a director of several quoted businesses. With a background
in industry he has extensive experience across a wide range of sectors and is
the co-owner of two private businesses, one a distributor of engineering
parts and the other a telemarketing business.
Christopher Graeme Every - Non-executive Director (age 57)
Christopher Every comes from a background in sales and marketing to board level
management and new technology development in engineered and technical products,
for companies including Wiggins Teape Paper, Courtauld International Marine
Paints plc, National Starch Corporation, and Williams Holdings plc. He moved
from corporate management to consulting twenty years ago and has worked with
major organisations including Michelin, Powergen plc, TXU Energy and national
and local government. He also has extensive experience in building new
businesses, including Enhance Biotech Inc. and Brimac Ltd. Most recently, Mr
Every has served as the CEO of Enhance Biotech Inc. a biotech start-up, and is a
board member for Brimac Environmental Group Ltd, an environmental business
focused on the manufacture and application of carbon for filtration in the sugar
refining and water treatment fields.
This information is provided by RNS
The company news service from the London Stock Exchange
END
AIMGGUWWGUPUGQB
Nviro (LSE:NVR)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Nviro (LSE:NVR)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
