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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Nviro | LSE:NVR | London | Ordinary Share | IM00B511CF53 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 62.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNVR RNS Number : 0680F AIM 05 January 2010 +----------------------------------------------------------------------------+ | ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN | | ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | +----------------------------------------------------------------------------+ | | +----------------------------------------------------------------------------+ | COMPANY NAME: | +----------------------------------------------------------------------------+ | Nviro Cleantech plc ("Nviro" or the "Company") (to be renamed Specialist | | Energy Group plc on admission) | | | +----------------------------------------------------------------------------+ | COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING | | ADDRESS (INCLUDING POSTCODES) : | +----------------------------------------------------------------------------+ | Registered office: | | Burleigh Manor, Peel Road | | Douglas, Isle of Man, IM1 5EP | | Trading address: | | 18 Hanover Square, | | London, W15 1HX, United Kingdom | | | +----------------------------------------------------------------------------+ | COUNTRY OF INCORPORATION: | +----------------------------------------------------------------------------+ | Isle of Man | | | +----------------------------------------------------------------------------+ | COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE | | 26: | +----------------------------------------------------------------------------+ | http://www.nvirocleantech.com (http://www.segroupplc.com following | | admission) | | | +----------------------------------------------------------------------------+ | 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: | +----------------------------------------------------------------------------+ | 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. | | | +----------------------------------------------------------------------------+ +----------------------------------------------------------------------------+ | 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): | +----------------------------------------------------------------------------+ | 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 | | | +----------------------------------------------------------------------------+ | CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET | | CAPITALISATION ON ADMISSION: | +----------------------------------------------------------------------------+ | Gross proceeds of the placing: GBP4,000,032 (net of expenses GBP3,163,032) | | Anticipated market capitalisation on re-admission: GBP19,068,965 | | | +----------------------------------------------------------------------------+ | PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | +----------------------------------------------------------------------------+ | TBC | | | +----------------------------------------------------------------------------+ | 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: | +----------------------------------------------------------------------------+ | None | | | +----------------------------------------------------------------------------+ | 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): | +----------------------------------------------------------------------------+ | 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 | | | +----------------------------------------------------------------------------+ +----------------------------------------------------------------------------+ | 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): | +----------------------------------------------------------------------------+ | 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 | | | +----------------------------------------------------------------------------+ | NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, | | PARAGRAPH (H) OF THE AIM RULES: | +----------------------------------------------------------------------------+ | None | | | +----------------------------------------------------------------------------+ | * 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: | +----------------------------------------------------------------------------+ | (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 | | | +----------------------------------------------------------------------------+ | EXPECTED ADMISSION DATE: | +----------------------------------------------------------------------------+ | Mid/Late January 2010 | | | +----------------------------------------------------------------------------+ | NAME AND ADDRESS OF NOMINATED ADVISER: | +----------------------------------------------------------------------------+ | Grant Thornton Corporate Finance | | 30 Finsbury Square | | London | | EC2P 2YU | | | +----------------------------------------------------------------------------+ | NAME AND ADDRESS OF BROKER: | +----------------------------------------------------------------------------+ | Fairfax I.S. PLC | | 46 Berkeley Square | | London | | W1J 5AT | | | +----------------------------------------------------------------------------+ | 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: | +----------------------------------------------------------------------------+ | 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. | | | +----------------------------------------------------------------------------+ | DATE OF NOTIFICATION: | +----------------------------------------------------------------------------+ | 5 January 2010 | | | +----------------------------------------------------------------------------+ | NEW/ UPDATE: | +----------------------------------------------------------------------------+ | NEW | | | +----------------------------------------------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END PAAEELFBBFFZBBE
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