Admission to AIM

RNS Number:4495O
Verdant Holdings PLC
22 December 2006

                              Verdant Holdings PLC
                         ("Verdant") or ("the Company")

 Placing of 31,370,000 new ordinary shares of 0.5p each ("Ordinary Shares") at
                 10p per share and Admission to trading on AIM

Verdant is a newly incorporated company, established to acquire an interest in
one or more environmental industry businesses. The Company's strategy will be to
identify businesses close to commercialisation with the potential for rapid
roll-out, which may be the businesses of either public or private companies. The
Company intends to be an active rather than a passive investor and any
acquisition made by the Company may be in the UK or overseas and would primarily
focus upon taking a controlling or 100% stake. The Company would not discount
investigating an alternative investment stake, where appropriate, taking into
account the particular circumstances. The Directors will aim to identify
management teams that have created innovative concepts or new technology and who
have technical skills, but lack the capital or financial experience to maximise
the potential of the target business.

The Directors will use their experience to identify such businesses and assist
with their future growth. The Directors intend to use Verdant's financial
capability to invest in and to actively contribute towards a target company's
corporate development. This will include assisting target companies in areas
such as financial markets, identifying additional acquisition targets and
maximising synergies between the initial and any subsequent acquisitions and
providing general strategic advice.

The Directors have conducted initial research into a number of companies within
the environmental industry, but discussions with any potential acquisition
targets have not progressed beyond a preliminary stage to date. Following the
admission of the Company's entire issued share capital to trading on AIM
("Admission"), the Directors intend to carry out a thorough review of these
potential acquisition opportunities. If a target business is identified as
falling within the Company's investment objectives and satisfactory terms can be
agreed, due diligence and other exploratory measures will be undertaken by the
Company's professional advisers.

PLACING STATISTICS

Placing Price per Ordinary Share                                         10p

Number of Placing Shares                                         31,370,000

Number of Ordinary Shares in issue following the Placing         34,495,002

Placing Shares as a percentage of enlarged issued share
capital subject to the Placing                                        90.94%

Market capitalisation of the Company at the Placing Price
on Admission                                                     #3,449,500

Gross proceeds of the Placing                                    #3,137,000

Estimated net proceeds of the Placing (excluding VAT)
receivable by the Company                                        #3,038,971


FURTHER INFORMATION

Verdant Holdings PLC
Guy Pettigrew 020 7355 7600
Company Secretary

Fairfax I.S. PLC (Broker to the Company)
Jonathan Brown 020 7598 5368
Ewan Leggat
Laura Littley

Grant Thornton Corporate Finance (Nominated Adviser)
Fiona Owen 020 7383 5100

INFORMATION ON THE COMPANY

Introduction

Verdant is a newly incorporated company, established to invest in the
environmental industry, one of the highest profile sectors of the global
economy. In the UK it is estimated that the environmental goods and services
sector is worth more than #25 billion per annum in revenues, employing 400,000
people in 17,000 companies (Source: Defra: ''Mapping the UK Environmental Goods
and Services Sector'' February 2005). It is also estimated that global commerce
could receive a $1 trillion boost from green business over the next five years
as international markets create products and technologies to combat climate
change (Source: The Telegraph ''Green business could be worth $1 trillion'' 8
October 2006).

On Admission, Verdant will have no trading business, giving the Directors a
platform to carry out a detailed examination of potential investment targets.
The Company, in determining potential acquisitions, will consider all sectors of
the environmental industry including pollution reduction and remediation
technologies, renewable or alternative energy sources, waste management, energy
efficiency technologies and carbon trading. The Directors intend to complete the
first acquisition within 12 months of Admission. Following the initial
acquisition, the Directors will review the strategic development of the Company.

The Directors will use the net funds received from the Placing to perform due
diligence on potential acquisition targets, meet professional costs associated
with an acquisition and fund the initial working capital requirements of the
Company. The Directors' aim is to use Verdant's equity to facilitate any
acquisitions made, however, an element of cash consideration may still be
required. The funds from the Placing could therefore also be used to meet some
or all of this cash consideration. If the Directors consider that further funds
are required following an acquisition, they may seek to raise additional equity
from new and existing shareholders or raise funds through debt finance.

Background to the incorporation of the Company

The state of the environment is, in the view of the Directors, one of the single
most important issues facing the world today. An increasing global population,
expanding economies and incomes, modern production techniques and consumer
expectations have all had an adverse impact on the environment. The growing
commercial, political and consumer awareness of the harm man has caused
illustrates the increasing importance of maintaining the environment. Green
initiatives implemented by companies, governments (local, national and globally)
and the increase in consumer demand for green products demonstrate heightened
awareness of these issues.

Since the industrial revolution, the growth in global economic development has
been inexorable, with cars, luxury consumer goods and foreign holidays now
considered commodities. This expansion in economic activity has caused a rapid
exploitation of the earth's natural resources, a build-up of pollution and
damage to key ecological systems.

Case study - problems

A high profile example of the dichotomy between economic expansion and
environmental damage is China, which is home to five of the ten most polluted
cities in the world. 70% of China's urban water is unfit for drinking or fishing
and severely degraded land or desert, which forms one quarter of China's land,
is advancing at 1,300 square miles per year. The overall cost to China's economy
from environmental pollution is estimated to be 8% to 12% of GDP annually. As a
result of this and global political pressure, the Chinese government is
beginning to recognise the value of sustainable economic development and is
legislating for environmental protection and control. Substantial government
investments, stricter environmental protection and control regulations together
with preferential policies are helping to promote the development of an
environmental protection and control industry.

Case study - solutions

In particular, China has introduced initiatives to reduce the damage it causes
to the environment, for example, by cutting back on the use of coal. The future
of China's environment depends on the Chinese government and businesses
developing and utilizing technologies to solve the major environmental
challenges China faces. Existing efforts are focused on developing technologies
that will treat wastewater, prevent air pollution and improve environmental
monitoring systems. The Directors understand that future Chinese environmental
initiatives may include formulating tax structures which encourage companies to
invest in environmental protection, and granting preferential loans and
subsidies to enterprises that construct and operate pollution treatment
facilities or produce environmentally friendly products.

The Directors are of the view that China is effectively a microcosm for the
problems affecting the whole planet. Economic and industrial development has led
to environmental damage and governments and people have been forced into acting
to remedy the damage that has been caused. The Directors consider that with
Verdant investing in the development of remedies to environmental damage,
significant commercial opportunities could be capitalised upon.

The environmental industry

The Directors of Verdant will consider making acquisitions in all areas of the
environmental industry but in particular will consider:

(a) Pollution reduction and remediation technologies

Climate change as a result of the pollution of air, land and water is now one of
the biggest threats to mankind. The growing understanding and social acceptance
of the effects of pollution has resulted in the development of sophisticated
anti-pollution technologies, for example catalytic converters and unleaded fuel
for automobiles.

Such technologies can be split into two main areas:

(i) Pollution reduction technology, which reduces the negative effects of
industrial processes as they occur, for example, a filter removing pollutants
from an industrial gas flue at a chemical plant.


(ii) Pollution remediation technology, which removes pollution that has already
occurred, for example, cleaning contaminated land that has been polluted by
mining works.

The Directors consider that pollution reduction technologies could potentially
be an attractive investment opportunity for Verdant, since, by the very nature
of the problems such technologies seek to address, they are capable of being
marketed globally. Pollution reduction and remediation products are often
required by large companies. The purchase of such products by such companies
increases credibility in the market and may provide a possible exit strategy for
Verdant as the customer may become interested in acquiring the technology
itself.

(b) Waste management

The disposal of waste, be it domestic or industrial and hazardous or
non-hazardous, is a key environmental issue and there are currently three main
waste disposal methods being utilised: recycling, landfill and incineration.

(i) Recycling

The UK Government has set targets to increase the recycling and composting of
household waste from 25% in 2005 to 33% in 2015. There are many different forms
of recycling and the method of recycling is determined by the source material.
For example, it is estimated that 2 to 2.5 million motor vehicles are scrapped
in the UK each year (Source: Environmental Agency website
www.environment-agency.gov.uk). The EU issued the End of Life Vehicle Directive,
which requires 95% of the weight of new vehicles, by 2015, to be capable of
being reused or recovered. In addition, approximately 70% of the 40 million
tyres scrapped each year in the UK are recycled or undergo energy recovery
(Source: www.wastebook.org and www.gozero.org).

(ii) Landfill

There are approximately 1,500 officially licensed landfill sites across England
and Wales, covering approximately 28,000 hectares and about 100 million tonnes
of waste is deposited in landfills each year. It is estimated that sites which
are approved for landfill are likely to reach capacity in the next 5 to 10
years. Due to the scarcity of sites available for landfill and the pollution and
health risks associated with such sites, the 1999 EU Landfill Directive
(''Landfill Directive'') introduced targets to reduce the amount of
biodegradable municipal waste which is sent to landfill sites.

(iii) Incineration

Incineration disposes of waste by combustion which produces potentially harmful
emissions. Demand for this method of waste disposal is likely to increase with
the introduction of the Landfill Directive. In the UK, the current capacity for
municipal waste incineration is 2.8 million tonnes per year, less than 10% of
the waste produced. It is estimated that 10 million tonnes of waste incineration
could be required per year by 2010.

The increasing demand for land-fill sites and incineration means that waste
management and waste management technologies are becoming increasingly important
in the environmental industry. The Directors consider that companies involved in
the waste management industry could potentially represent target investments for
Verdant.

(c) Renewable or alternative energy sources

Fossil fuels are not only in finite supply, but contribute to many of today's
environmental problems, including greenhouse gasses, air pollution and water and
soil contamination. In addition, security of supply of fossil fuels has become
an issue due to recent geo-political developments. As a result, alternative or
renewable energy sources have become a major commercial and political issue.
Alternative energy sources produce little or no pollution and have the key
advantage of virtually infinite supply. There are many different sources of
alternative energy, including solar, wind, wave, biomass, geothermal, waste,
hydrogen and fuel cells.

By 2010 the UK must generate 10% of all electricity from renewable sources.

Shell International estimates that renewable energy will supply up to 60% of the
world's energy by 2060. The World Bank has predicted that the global market for
solar energy will reach $4 trillion in 30 years and that biomass fuels could
eventually replace petroleum. (Source: NREL website: article entitled ''Energy
for our children's children's children'').

(d) Energy efficiency technologies

Reducing energy consumption, be it domestic or industrial, is one of the most
effective ways of reducing pollution. An example of an energy efficient
technology is the latest generation of long- life light bulbs.

A key advantage to increasing efficiency is reduced overheads as the development
of more efficient production techniques cuts down energy costs, reduces
pollution taxes and may attract green subsidies. These savings can be passed on
by businesses to their end customers, giving companies a competitive advantage
within their market place. A company utilising green technologies also has a
significant public relations advantage if it can demonstrate to clients that it
is a 'green' company. These benefits mean energy efficient technologies have a
potentially large target market, which is why the Directors may consider making
acquisitions in this sector of the environmental industry.

(e) Carbon trading

As a result of the introduction of the 1997 Kyoto Agreement, the Clean
Development Mechanism created a value for carbon dioxide and introduced the
principle of carbon trading. The Clean Development Mechanism is an arrangement
introduced by the Kyoto Protocol allowing industrial countries with a greenhouse
gas commitment to invest in emission reducing projects in developing countries
as an alternative to more costly emission reductions in their own countries. By
setting carbon targets for users, and penalties for users that miss such
targets, carbon has a derived value. This means users who exceed their targets
are penalised and users who utilise less carbon than their allocation can trade
their unused carbon capacity. Thus a market for trading 'carbon credits' has
developed. 'Carbon neutrality' has become an increasingly recognised concept.
This means companies or individuals offset the carbon they use (typically
through energy consumption) by generating carbon credits through the
conservation of energy or changing existing behaviour and adopting a 'cleaner'
approach to their business practices and lifestyles. This is a good example of
how an environmental problem has created a commercial opportunity and it is an
area in which the Directors may consider making an investment.

Business and strategy

Given the economic, political and social pressures outlined above, the Directors
believe the focus on the environmental industry is set to continue and therefore
Verdant has been established to acquire businesses within this sector. The
Company's strategy will be to identify businesses close to commercialisation
with the potential for rapid roll-out, which may be the businesses of either
public or private companies. The Company intends to be an active rather than a
passive investor and any acquisition made by the Company may be in the UK or
overseas and would primarily focus upon taking a controlling or 100% stake. The
Company would not discount investigating an alternative investment stake where
appropriate taking into account the particular circumstances. The Directors will
aim to identify management teams that have created innovative concepts or new 
technology and who have technical skills, but lack the capital or financial 
experience to maximise the potential of the target business.

The Directors intend to use Verdant's financial capability to invest in and
actively contribute towards a target company's corporate development. This will
include assisting target companies in areas such as financial markets,
identifying additional acquisition targets and maximising synergies between the
initial and any subsequent acquisitions and providing general strategic advice.

Following Admission, the Directors intend to carry out thorough review of
potential acquisition opportunities. If a target business is identified as
falling within the Company's investment objectives and satisfactory terms can be
agreed, due diligence and other exploratory measures will be undertaken by the
Company's professional advisers.

Verdant intends to complete its first acquisition within 12 months of Admission.
The Directors undertake to seek the approval of its Shareholders for the
Company's investment strategy on an annual basis in accordance with the AIM
team's guidance and Rule 8 of the AIM Rules.

Reasons for the Placing and Admission

The Company requires funds to allow it to investigate and pursue potential
acquisitions of businesses that satisfy its intended business and strategy as
set out above. The Directors believe that the Placing is the most appropriate
method of securing such funds and believe that Admission will offer the
following benefits:

- advantage of publicly traded shares - the issue of quoted shares as
consideration for any acquisition may be more attractive to potential vendors
than shares in a company which are not traded on a public exchange;

- increased corporate profile - the Directors believe that the status of being a
company, whose shares are traded publicly, could benefit the acquired businesses
in increasing their profile with customers and suppliers; and

- the ability to incentivise key staff - the opportunity to own and retain
shares and incentivise staff through the use of share options in respect of
publicly quoted shares is seen as particularly important by the Directors.

The funds raised by the Company in the Placing will initially be applied to
examine potential acquisitions, to provide working capital and to pay the
expenses of the Placing and Admission. Following Admission, the net proceeds of
the Placing will be placed on deposit until required by the Company.

Directors

Brief biographical details of the Directors, all of whom are non-executive
directors, are as follows:

Warren Bradley Todd, aged 40, (Non-executive Chairman), previously worked for
Asprey Developments and Artisan Estates as a negotiator and property locater.
From an initial focus on residential property, Mr Todd has now diversified into
commercial holdings especially the retail sector. Mr Todd now owns, manages and
controls a property portfolio in the region of #150 million.

Andrew Michael Gardiner, aged 34, (Non-executive Director) joined the law firm
Norton Rose in 1995 and qualified in 1997 as a solicitor specialising in
corporate finance and investment funds. He left in 2000, becoming a director of
the AIM quoted Coliseum Group plc which he left in 2001 to co-found the off-plan
property developer Development Capital Management (Jersey) Limited (''DCMJ'').
DCMJ now manages over #250 million in property funds, including the AIM quoted
Black Sea Property Fund and The Ottoman Fund, and has offices in London, Sofia,
Istanbul and Mumbai.

Andrew Scott Mitchell, aged 42, (Non-executive Director) joined the law firm
Norton Rose in 1989 and was a partner for 8 years, latterly as Global Head of
Investment Funds. He joined Andrew Gardiner at DCMJ in 2005 to become one of the
three principal shareholders. Following completion of the Company's first
acquisition, it is intended that the Board structure and membership will be
reviewed in light of the nature and size of the acquired business and its plans
for development.

AIM Admission Document

Copies of the AIM admission document are available from Norton Rose, Kempson
House, Camomile Street, London EC3A 7AN for a period of one month from
Admission.



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

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