Offer Update, Issue of Equity & TVR

Specialist Energy Group Plc

("SEG Plc" or the "Company")

1 February 2010

Offer Update

Level of acceptances, Issue of Equity and Total Voting Rights

Level of Acceptances

On 19 January 2010, the Company (previously Nviro Cleantech Plc) announced that as at 1.00pm on 18 January 2010 (being the First Closing Date of the Offer), SEG Plc had received valid acceptances in respect of 573,906,171 Southbank Shares which represented 60.73 per cent. of the current issued share capital of Southbank. This total included 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.

The Company announces that as at 1.00 p.m. (London time) on 29 January 2010, valid acceptances have been received in respect of 577,063,393, Southbank Shares, representing approximately 61.07 per cent. of the current issued share capital of Southbank.

Issue of Equity

The Company has today issued 44,160 new ordinary shares of 1p each in respect of the additional Southbank Shares that have accepted the Offer since 18 January 2010.

The new ordinary shares will rank pari passu with existing ordinary shares and these new ordinary shares have been admitted to trading on AIM.

Total Voting Rights

As a consequence of the issue of equity as detailed above, the Company's issued ordinary share capital will consist of 19,944,423 ordinary shares of 1p each with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company is 19,944,423 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules. 

Offer unconditional in all respects and Offer extended

The Company announced on 20 January 2010 that following Admission of the Company's shares to trading on AIM, all conditions to the Offer have now been satisfied or waived and is now unconditional in all respects.

The Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document will continue to 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, SEG Plc 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, SEG Plc 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 SEG Plc website, www.segroupplc.com

Following the final closing of the Offer, assuming that the Company acquires the entire issued share capital of Southbank, shareholders of Southbank will hold approximately 52.68% of the share capital of the Company as enlarged by the acquisition of Southbank and the Placing.

Copies of the Offer and Admission Document are available at www.segroupplc.com

For further information:

Specialist Energy Group Plc

Ewan Lloyd-Baker, Chief Executive Officer

Tel: +44 (0) 20 7747 8380

Fairfax I.S. PLC - Nomad and Broker

Ewan Leggat / Laura Littley

Tel: +44 (0) 20 7598 5368

Grant Thornton Corporate Finance - Financial Adviser

Gerry Beaney / Robert Beenstock / Salmaan Khawaja

Tel: +44 (0) 20 7383 5100

GTH Communications - PR Adviser

Toby Hall / Christian Pickel

Tel: +44 (0) 20 7153 8039 / 8036

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 SEG Plc 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 SEG Plc 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 SEG Plc 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 SEG Plc 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.

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.