19th Jan 2010 07:00
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
19 January 2010
Recommended offer by
Nviro Cleantech Plc ("Nviro")
for
Southbank UK Plc ("Southbank")
Nviro has received acceptances in respect of 573,906,171 Southbank Shares representing 60.73 per cent. of the issued share capital of Southbank
Offer declared unconditional as to acceptances
Offer period extended until further notice
On 23 December 2009, it was announced that the boards of Nviro and Southbank had reached agreement on the terms of a recommended offer for the whole of the issued and to be issued share capital of Southbank.
Nviro announces that as at 1.00pm on 18 January 2010 (being the First Closing Date of the Offer), Nviro had received valid acceptances in respect of 573,906,171 Southbank Shares representing 60.73 per cent. of the current issued share capital of Southbank Shares. This total includes acceptances in respect of 380,095,648 Southbank Shares (representing 40.22 per cent. of the current issued share capital of Southbank) which were subject to irrevocable undertakings. Further details of the irrevocable undertakings are set out in the Offer Document.
Completion of the acquisition of Southbank is subject to Admission, which is expected to take place on 20 January 2010 when dealings in the Company's shares on AIM is expected to begin under its new name of Specialist Energy Group plc and under the symbol SEGR and under the ISIN IM00B511CF53.
As from Admission the Company's new web-address will become www.segroupplc.com where information required by AIM Rule 26 may be found. Offer unconditional and Offer Period extended
The Board of Nviro announces that the acceptance condition of 75 per cent., details of which are set out in the Offer Document, has been waived in accordance with paragraph (a) of Appendix I, Part A of the Offer Document setting out the Conditions of the Offer and, as a result, the Offer has now become unconditional as to acceptances. All the other conditions to the Offer, save for Admission have now been satisfied or waived.
The Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document, is being extended and will remain open for acceptance until further notice. Not less than 14 days' notice in writing of the closing of the Offer will be given to Southbank Shareholders who have not accepted the Offer.
Southbank Shareholders who wish to accept the Offer and have not yet done so are urged to do so in the manner set out in the Offer Document as soon as practicable.
Acceptance procedure
To accept the Offer in respect of Southbank Shares in certificated form, all completed Forms of Acceptance, together with your share certificate(s) for such Southbank Shares and/or other document(s) of title, should be returned by post or by hand (during normal business hours) to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible.
If your Southbank Shares are in uncertificated form, to accept the Offer you should take (or procure the taking of) the action set out in the Offer Document to transfer the Southbank Shares in respect of which you wish to accept the Offer to the appropriate escrow balance(s), specifying Share Registrars (in its capacity as a CREST participant under the Escrow Agent's participant ID 7RA36) as the Escrow Agent, as soon as possible. Please note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) - you should therefore ensure you time the input of any TTE instructions accordingly. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE instruction(s) to CREST in relation to your
Southbank Shares.
If you are in any doubt as to the procedure for acceptance, please contact Share Registrars by telephone
on 01252 821390 or if calling from outside UK +44 1252 821390 or at the address mentioned above. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Further details of the acceptance procedure can be found in the Offer Document. Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturday and Sunday excepted) at the offices of McFaddens LLP, City Tower, 40 Basinghall Street, London EC2V 5DE until 14 days after the Offer lapses or is declared unconditional.
Cancellation of Southbank's CISX listing and compulsory acquisition
If sufficient acceptances are received, Nviro intends to apply the provisions of sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any remaining Southbank Shares on the same terms as the Offer.
In addition, as soon as it is appropriate to do so and subject to any applicable legal or regulatory requirements, Nviro intends to procure that Southbank applies to CISX for the cancellation of the admission of the Southbank Shares to the Official List of CISX. Your acceptance of the Offer will also constitute your agreement to this application being made.
The cancellation of the admission to trading of Southbank Shares on CISX will significantly reduce the liquidity and marketability of Southbank Shares which are not acquired under the Offer and their value may be materially and adversely affected as a consequence.
Terms used in this announcement have the same meaning given to them in the Offer Document.
A copy of this announcement is available on the Nviro website, www.nvirocleantech.com
Enquiries:
Nviro Cleantech plc
Chris Every, Chief Executive Officer Tel: +44 (0) 20 3178 7100
Grant Thornton UK LLP - Nominated Adviser and Financial adviser to Nviro
Gerry Beaney / Robert Beenstock / Salmaan Khawaja Tel: +44 (0) 20 7383 5100
Fairfax I.S. PLC - Lead Financial Adviser and Broker to Nviro
Ewan Leggat / Laura Littley Tel: +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 / David Shapton Tel: +44 (0) 20 7955 1514
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Nviro and to no one else in connection with the matters described in this document. Persons receiving this document should note that Grant Thornton will not be responsible to anyone other than Nviro for providing the protections afforded to customers of Grant Thornton nor for providing advice in relation to the Offer or any other matter referred to herein.
Fairfax, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Nviro and to no one else in connection with the matters described in this document. Persons receiving this document should note that Fairfax will not be responsible to anyone other than Nviro for providing the protections afforded to customers of Fairfax nor for providing advice in relation to the Offer or any other matter referred to herein.
Littlejohn is acting exclusively as financial adviser to Nviro and to no one else in connection with the matters described in this document. Persons receiving this document should note that Littlejohn will not be responsible to anyone other than Nviro for providing the protections afforded to customers of Littlejohn nor for providing advice in relation to the Offer or any other matter referred to herein.
Akur, is acting exclusively as financial adviser to Southbank and to no one else in connection with the matters described in this document. Persons receiving this document should note that Akur will not be responsible to anyone other than Southbank for providing the protections afforded to customers of Akur nor for providing advice in relation to the Offer or any other matter referred to herein.
Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code, Nviro confirms that it has 6,609,319 ordinary shares of 1 pence each in issue and admitted to trading on AIM under the ISIN code IM00B511CF53.
In accordance with Rule 2.10 of the City Code, Southbank confirms that it has 944,975,823 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 City 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 City 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 City 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.
Overseas shareholders
The Offer is not being made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the Restricted Jurisdictions and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from or within the Restricted Jurisdictions.
Copies of this announcement and any related documents to the Offer are not being, and must not be, in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this announcement and any related documents to the Offer (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them, in whole or in part, in or into or from a Restricted Jurisdiction or other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable
requirements.
The Consideration Shares have not been, nor will they be, registered under the US Securities Act or any of the relevant securities laws of any state of the United States or of Canada, Australia, South Africa or Japan. Accordingly the Consideration Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Restricted Jurisdictions or for the account or benefit of any person located in a Restricted Jurisdiction or any US Person. All persons (including, without limitation, nominees, trustees and custodians) who would, or otherwise intend to, forward this announcement or any related documents to the Offer to any jurisdiction outside the United Kingdom should read the further details in this regard which are contained in paragraph 7 of Part B of Appendix I, paragraph (b) of Part C of Appendix I and paragraph (b) of Part D of Appendix I of the Offer Document before taking any action.
Related Shares:
HAYT.L