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NVR Nviro

62.50
0.00 (0.00%)
14 Jun 2024 - Closed
Delayed by 15 minutes
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

Schedule 1 update - Nviro Cleantech plc

19/01/2010 3:50pm

UK Regulatory



 

TIDMNVR 
 
RNS Number : 7990F 
AIM 
19 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 shortly after 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 shortly after     | 
| 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):                                   | 
+----------------------------------------------------------------------------+ 
| 19,957,265 ordinary shares with nominal value of 1p each                   | 
| Issue price - 76p per ordinary share                                       | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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: GBP15,167,521           | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:             | 
+----------------------------------------------------------------------------+ 
| 17.67%                                                                     | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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:                                                           | 
| Ewan Lloyd-Baker   2,526,195                                 12.66         | 
| Apsley Estates Limited                          1,395,299  6.99            | 
| The Nouveau Trust 1,189,646   5.96                                         | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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:                                                   | 
+----------------------------------------------------------------------------+ 
| 20 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:                                                      | 
+----------------------------------------------------------------------------+ 
| 19 January 2010                                                            | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| NEW/ UPDATE:                                                               | 
+----------------------------------------------------------------------------+ 
| UPDATE                                                                     | 
|                                                                            | 
+----------------------------------------------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AIMKKCDQPBKDADD 
 

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