NVR Nviro

 

TIDMNVR 
 
RNS Number : 8467C 
Nviro Cleantech plc 
20 November 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
20 November 2009 
 
 
Nviro Cleantech Plc 
 
 
Statement regarding possible offer 
 
 
The Board of Nviro Cleantech Plc ("Nviro" or the "Company") announces that it 
has made a proposal to Southbank UK Plc ("Southbank") which may or may not lead 
to an offer being made for the entire issued and to be issued share capital of 
Southbank at a ratio of 1,000 Nviro shares for every 7,489 Southbank shares (the 
"Proposal"), on a fully diluted basis. 
 
 
It should be noted that the Proposal does not constitute a firm intention to 
make an offer for Southbank pursuant to Rule 2.5 of the City Code on Takeovers 
and Mergers (the "City Code") and, accordingly, there can be no certainty that 
an offer will be made. For the purposes of Rule 2.4 (c) of the City Code, Nviro 
reserves the right to make an offer at a lower price with the recommendation of 
the Southbank board. 
 
 
The Proposal remains subject to completion of satisfactory due diligence by 
Nviro into Southbank and the unanimous recommendation of the Southbank 
board. Nviro reserves the right to waive these pre-conditions and this 
announcement does not amount to a firm intention to make an offer and therefore 
there can be no certainty that any offer will be made even if the pre-conditions 
are satisfied or waived. 
 
 
As part of the Proposal, Nviro intends to undertake a placing of ordinary shares 
for cash. As part of this process, certain existing Nviro shareholders and 
potential additional investors will be contacted. 
 
 
The Company notes that should an offer be made for the entire issued share 
capital of Southbank then this may constitute a reverse takeover under the AIM 
Rules for Companies and will require the publication of an admission document in 
respect of the enlarged entity and consent of Nviro shareholders in a general 
meeting. 
 
 
The Company is not currently in a position to comply with the requirements of 
AIM Rule 14 insofar as publication of an admission document and convening of a 
general meeting are concerned. Consequently, the Company has requested that its 
securities are suspended from trading on AIM until such time as either the 
Company is able to publish an admission document or the potential Proposal is no 
longer in contemplation. 
 
 
This announcement is being made with the consent of Southbank. 
 
 
A further announcement will be made in due course. 
 
 
Enquiries: 
 
 
Nviro Cleantech plc 
Chris Every, Chief Executive OfficerTel: +44 (0) 20 3178 7100 
 
 
Grant Thornton UK LLP - Nominated Adviser and Financial adviser to Nviro 
Gerry Beaney / Robert Beenstock/ Salmaan KhawajaTel: +44 (0) 20 7383 5100 
 
 
Fairfax I.S. PLC - Lead Financial Adviser and Broker to Nviro 
Ewan Leggat / Laura LittleyTel: +44 (0) 20 7598 5368 
Littlejohn - Rule 3 Adviser to Nviro 
Claire Palmer / Mark Ling Tel: +44 (0) 20 7516 2200 
 
 
Southbank UK plc 
Ewan Lloyd-Baker, Chief Executive Officer     Tel: +44 (0) 20 7747 8380 
 
 
Akur Partners LLP - Financial Adviser to Southbank 
Andrew Dawber/Tom Frost Tel: +44 (0) 20 7955 1514 
 
 
Grant Thornton Corporate Finance, which is regulated by The Financial Services 
Authority, is acting for Nviro and no one else in connection with this matter 
and will not be responsible to anyone other than Nviro and its directors for 
providing the protections afforded to clients of Grant Thornton Corporate 
Finance or for providing advice in relation to this matter, the content of this 
announcement or any matter referred to herein. 
 
 
Fairfax I.S. PLC, which is regulated by The Financial Services Authority, is 
acting for Nviro and no one else in connection with this matter and will not be 
responsible to anyone other than Nviro and its directors for providing the 
protections afforded to clients of Fairfax I.S. PLC or for providing advice in 
relation to this matter, the content of this announcement or any matter referred 
to herein. 
 
 
Littlejohn, which is regulated by The Financial Services Authority, is acting 
for Nviro and no one else in connection with this matter and will not be 
responsible to anyone other than Nviro and its directors for providing the 
protections afforded to clients of Littlejohn or for providing advice in 
relation to this matter, the content of this announcement or any matter referred 
to herein. 
 
 
Akur Partners LLP ("Akur") is an appointed representative of PCE Investors 
Limited which is authorised and regulated in the United Kingdom by the Financial 
Services Authority. Akur is acting exclusively for Southbank and no one else in 
relation to this matter and will not be responsible to anyone other than 
Southbank and its directors for providing the protections afforded to clients of 
Akur or for providing advice in relation to this matter, the content of this 
announcement or any matter referred to herein. 
 
 
Rule 2.10 of the City Code 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Nviro 
confirms that it has 66,093,184 ordinary shares of 0.1 pence each in issue and 
admitted to trading on AIM under the ISIN code IM00B1Z8BS02. 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, 
Southbank confirms that it has 774,880,175 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 Takeover Code (the "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 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 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. 
 
 
In accordance with Rule 19.11, a copy of this announcement can be found at 
www.nvirocleantech.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFDBBBDBDBDGGCG 
 

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