(NVR.L) Nviro Cleantech PLC Buy/Sell

LONDON, Nov 20 (Reuters) - Nviro Cleantech Plc:

RNS Number : 8504C

20 November 2009

NOTICE

(805)

20/11/2009 12:00

TEMPORARY SUSPENSION OF TRADING ON AIM

NVIRO CLEANTECH PLC

At the request of the company, trading on AIM for the under-mentioned securities has been temporarily suspended from 20/11/2009 12:00 pending an announcement and publication of a document.

Ordinary Shares of 0.1p each (B1Z8BS0)(IM00B1Z8BS02)
fully paid

If you have any queries relating to the above, please contact the company's nominated adviser on 020 7383 5100.

AIM REGULATION

Ref: AIMNOT805

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

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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 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 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

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LONDON, Nov 4 (Reuters) - Nviro Cleantech Plc:

RNS Number : 8983B Nviro Cleantech plc 04 November 2009

Press release 4 November 2009

Nviro Cleantech plc

("Nviro" or "the Company")

European Union Grant and Trading Update

Nviro announces today the final approval for its wood fibre recycling technology business, Microrelease Limited, of a substantial European Union grant of up to Euro 785,450 to be invested as one quarter of the costs of development of a full scale industrial plant over a thirty month period commencing from 1st November 2009. Part of this sum, some eighteen percent, will also support the involvement of partners in the project who will contribute to the process analysis and market data preparation demanded by the approved programme. The programme is to follow two phases with Phase A, a small industrial plant to enable manufacturers to run sufficient volume of fibre to understand the integration needs on their current production lines. Phase B will be a full scale recycling plant to be integrated in to the MDF production process to be developed together with a partner in the business of manufacturing MDF. Procurement of this funding will enable progress with major European manufacturers who have been involved with the programme to date and the production of additional material to extend successful trials of the recycled fibre in applications other than board production. It is expected that funding responsibility will be shared with partners in the industrialisation programme over the next 30 months to completion.

The Company has previously announced, at the half year, the intention to continue to restructure the business to preserve cash and also to continue to develop the clean fuels business while seeking strategic partnerships to ensure the future growth of the business. The exercise to reduce overhead and control the run rate tightly was substantially complete by August this year, but continues to be closely monitored. As the business stands today, operations can continue with current overhead levels through to the end of the financial year ending 30 September 2010 while the development programme and the strategic partnering discussions are progressed. At the year end and after the clearance of the more substantive obligations from the Vertus Cincinnati project earlier in the year cash stood at approximately £3m.

In the meantime the completion of the extensive programme of fuels testing referred to in the July 2009 trading statement has also enabled the clean fuels business to go back out to the market and reopen discussions and create new opportunities with prospective clients based on the strengthened technology portfolio. These discussions are currently continuing positively with targets in Asia, Europe and the USA who are in a position to fund clean fuels projects. In parallel, negotiations also continue with prospective strategic partners, referred to in earlier releases, who remain the focus of sustained activity to reach a mutually effective way forward.

The programme to partner the two air projects slowed during the last half of 2009 due to the focus on restructuring the business overall, but this has now re-emerged as a current activity. The delay did allow the completion of some further testing of both the Organotect and Laseair units and resulting additional positive performance data. The process of presenting and demonstrating the value in these technologies to selected potential partners or acquirers is now recommencing.

Chief Executive Chris Every said, "We continue to follow closely the plan we outlined at the half year and that has required a period of diligent internal activity by the Nviro team along with continuing negotiations with third parties to achieve a strategic strengthening of the business. Progress continues to be positive and we are delighted that the successful trials and production program for Microrelease have been able to attract this funding to enable us to move to the next stage of commercialisation in the wood fibre market. We look forward to bringing more news on the other areas of the business overall in due course."

For further information:
Nviro Cleantech plc Tel: +44 (0) 20 7451 2473
www.nvirocleantech.com

Chris Every, Chief Executive Officer cevery@nvirocleantech.com

Grant Thornton Corporate Finance - Tel: +44 (0) 20 7383 5100 Nominated Adviser
Gerry Beaney / Robert Beenstock www.grantthornton.co.uk
Fairfax I.S. PLC Tel: +44 (0) 20 7598 5368
Broker www.fairfaxplc.com
Ewan Leggat eleggat@fairfaxis.com

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

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