VTI Virotec Intl

RNS Number:1044H
AIM
02 August 2006


ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE 
WITH AIM RULE 2

ALL APPLICANTS MUST COMPLETE THE FOLLOWING:

COMPANY NAME:

VIROTEC INTERNATIONAL PLC

COMPANY ADDRESS:

Ship Canal House

King Street

Manchester

COMPANY POSTCODE:

M2 4WB

COUNTRY OF INCORPORATION:

England and Wales

COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED IN
ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:

Primarily the development and exploitation of environmental technologies including the delivery of commercial,
environmentally sustainable solutions for the treatment of water and soils.


Virotec International plc will undertake a scheme of arrangement, involving a share-for-share exchange, with
Virotec International Ltd, the latter being a company currently trading on AIM. Following implementation of the
scheme of arrangement, Virotec International Ltd will become a wholly-owned subsidiary of Virotec International
plc, Virotec International Ltd will cancel its admission to AIM and Virotec International plc will apply for
admission to trade on AIM. In effect, the proposed transaction is a re-domicile of the Virotec group.
DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which it
seeks admission and the number and type to be held as treasury shares):
240,162,442 fully paid ordinary shares of 1p each

CAPITAL TO BE RAISED ON ADMISSION:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:

Mr Brian James Sheeran (Executive Chairman)

Mr Bruno Joseph Bamonte (Executive Director and Chief Financial Officer)

Mr John Anthony Glynn (Non-Executive Director)

Dr David Murray McConchie (Executive Director)

PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL
BEFORE AND AFTER ADMISSION:

The following persons have disclosed an interest in more than 3% of the issued share capital of Virotec
International Ltd.  It is anticipated that these persons will have the same interest in Virotec International plc
following implementation of the scheme of arrangement and after admission.

Fidelity Investments and FMR Corporation - 9.3%

Mr Nigel Wray - 7.3%

Mr Nick Leslau - 4.4%

PIHL Equity LLC - 4.4%

Canada Life Group - 4.15%

NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

ANTICIPATED ACCOUNTING REFERENCE DATE:

30 June

EXPECTED ADMISSION DATE:

30 August 2006

NAME AND ADDRESS OF NOMINATED ADVISER:

NUMIS SECURITIES LIMITED

CHEAPSIDE HOUSE

138 CHEAPSIDE

LONDON

EC2V 6LH

NAME AND ADDRESS OF BROKER:

NUMIS SECURITIES LIMITED

CHEAPSIDE HOUSE

138 CHEAPSIDE

LONDON

EC2V 6LH

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.virotec.com


or from


NUMIS SECURITIES LIMITED

CHEAPSIDE HOUSE

138 CHEAPSIDE

LONDON

EC2V 6LH

DATE OF NOTIFICATION:

2 August 2006

NEW/ UPDATE (see note):

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

As outlined above, Virotec International plc will undertake a scheme of arrangement with Virotec International Ltd,
the latter being a company currently trading on AIM. As such, it was agreed with AIM Regulation that Virotec
International plc's application would be treated as a "Fast Track" application. Therefore, some of the information
in this announcement refers to Virotec International Ltd.

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM (as regards Virotec International Ltd)

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

18 July 2001 (as regards Virotec International Ltd)

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY
REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET:

Virotec International Ltd and the directors of Virotec International Ltd (who are also the directors of Virotec
International plc) confirm, having made due and careful enquiry, that as at the date hereof, Virotec International
Ltd has adhered to the legal and regulatory requirements involved in having its securities traded upon AIM.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE
LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.virotec.com (as regards Virotec International Ltd)

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF
ITS INVESTMENT STRATEGY:

The business activities of Virotec International plc will primarily be the development and exploitation of
environmental technologies including the delivery of commercial, environmentally sustainable solutions for the
treatment of water and soils.  The current strategy of the Directors is to seek to build the capital value of the
group by the successful development and exploitation of its technologies.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE
THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the financial or trading position of Virotec International plc or of
Virotec International Ltd since the end of the last financial period for which audited statements have been
published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT
OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Virotec International plc have no reason to believe that the working capital available to Virotec
International plc or its group will be insufficient for at least twelve months from the date of its Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will be through CREST (or in certificated form)

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.virotec.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Refer to the Appendix to the AIM announcement, copies of which are available at www.virotec.com.

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A
FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND FULLY AUDITED INTERIM RESULTS WHERE APPLICABLE.

THE ACCOUNTS MUST BE PREPARED ACCORDING TO UK OR US GAAP OR INTERNATIONAL ACCOUNTING STANDARDS:

It has been agreed with AIM Regulation that the unaudited interim report and financial statements of Virotec
International Ltd for the half year ended 31 December 2005 may be produced in respect of Virotec International
plc's application to meet this requirement.

The unaudited interim report and financial statements of Virotec International Ltd for the half year ended 31
December 2005 are available at www.virotec.com.

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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