Virotec International Ld
01 June 2006
VIROTEC INTERNATIONAL LTD
1 June 2006
Transfer of Virotec Group Domicile from Australia to England
The directors of Virotec International Ltd ('Virotec (Aus)') (AIM: VTI), are
pleased to announce Virotec (Aus)'s intention to change the domicile of the
Virotec Group from Australia to England. This proposal will further Virotec
(Aus)'s evolution into a truly international company and reflects the move of
Virotec (Aus)'s shareholder base away from Australia. Currently, approximately
79% of the issued share capital of Virotec (Aus) is held by shareholders
resident in the UK and Europe.
Virotec (Aus) proposes to effect the change of domicile through a scheme of
arrangement under the Australian Corporations Act 2001 (the 'Proposed Scheme'),
involving a share-for-share exchange, with Virotec International plc ('Virotec
UK'), a company newly incorporated in England and Wales and established for this
If the conditions attached to the Proposed Scheme are satisfied, all
shareholders in Virotec (Aus) will exchange their existing shares in Virotec
(Aus) for shares in Virotec (UK), on a one for one basis. Virotec (Aus) and all
of its subsidiaries will then become wholly owned by Virotec (UK). The Proposed
Scheme is subject to satisfaction of a number of conditions, including the
approval of Virotec (Aus) shareholders and of the Supreme Court of Queensland.
Following implementation of the Proposed Scheme, Virotec (Aus) will cancel its
admission to trading on AIM and Virotec (UK) will seek admission to trading on
An indicativetimetable is set out below, which is subject to change and is
dependent on the timing of the Supreme Court of Queensland's hearings.
Confirmation of the relevant dates will be provided to the market as soon as the
dates are known:
Announcement of Proposed Scheme 1 June 2006
Lodgement of Proposed Scheme documents with the 1 June 2006
Australian Securities and Investments Commission
First Supreme Court of Queensland Hearing 19 June 2006
Despatch of Scheme Documents to shareholders 26 June 2006
(all documents will be made available at this time)
Meeting of shareholders of Virotec (Aus) 24 July 2006
Second Supreme Court of Queensland Hearing 9 August 2006
Effective Date for Proposed Scheme implementation 10 August 2006
Suspension of Virotec (Aus) from trading on AIM 10 August 2006
Record Date to determine entitlements 17 August 2006
Cancellation of AIM listing of Virotec (Aus) 23 August 2006
First day of trading of Virotec (UK) 23 August 2006
Shareholders will be aware that Virotec (Aus) enjoyed the benefits of the dual
listing of its securities between July 2001 and December 2005 during which time
its shares were traded on both the Australian Stock Exchange ('ASX') and on AIM.
At the Annual General Meeting of Virotec (Aus) held in November 2005,
shareholders approved the delisting of Virotec (Aus) from ASX and this took
effect on 30 December 2005. As a result, shares in Virotec (Aus) are now traded
solely on AIM. Virotec (Aus)'s range of technologies for the treatment of
contaminated water and soils is now the subject of multiple global regulatory
approvals and is utilised by Virotec (Aus)'s blue chip customer base in a number
of different locations, many of which are outside Australia. The Board
anticipates a period of growth of the business of the Virotec Group over the
next two years and this growth is expected to be in the Northern Hemisphere.
The Board believes, after having had discussions with Virotec (Aus)'s London
brokers, that negative investor perceptions may continue to attach to Virotec
(Aus), as a non UK company, in the UK and Europe because of its Australian
incorporation. If the Proposed Scheme is implemented, the Directors believe
these concerns will be addressed.
All Directors of Virotec (Aus) support the proposal and recommend it to the
shareholders of Virotec (Aus).
The independent expert, KPMG Corporate Finance Pty Ltd, has concluded that the
Proposed Scheme is in the best interests of the shareholders of Virotec (Aus).
Many shareholders currently hold their interest in Virotec (Aus) by way of
Depository Interests in CREST in uncertificated form ('DI'). If the Proposed
Scheme proceeds, on the record date the DI arrangements will be wound up and DI
holders will be recorded in the register of Virotec (Aus) as holders of ordinary
shares in Virotec (Aus). In this way, DI holders will participate in the
Proposed Scheme in the same way as other shareholders. Virotec (UK) will apply
to participate in CREST and it is anticipated that any shares in Virotec (UK) to
be issued to former DI holders will be issued to them in uncertificated form as
Arrangements have been made with the holders of options in Virotec (Aus), being
employees, for the cancellation of their existing options and the issue of new
options over shares in Virotec (UK) on terms that are materially consistent with
the existing terms applicable to each option class.
The Proposed Scheme documentation will be made available after the Supreme Court
of Queensland has approved the Proposed Scheme documentation and ordered the
meeting of shareholders of Virotec (Aus). At that time, the Proposed Scheme
documentation, which will include an explanatory memorandum and an Appendix to
the AIM pre-Admission announcement, will be sent to shareholders and will be
available from Virotec (Aus)'s website at www.virotec.com.
For further information on the Proposed Scheme please contact Angus Craig,
Company Secretary on +617 5530 8014 or by email at firstname.lastname@example.org, or visit
Virotec's website at www.virotec.com.
This document is issued by Virotec International Ltd (the 'Company'), its
contents having been approved solely for the purpose of section 21 of the
Financial Services and Markets Act 2000 by Numis Securities Limited of Cheapside
House, 138 Cheapside, London, United Kingdom EC2V 6LH. Numis Securities Limited
which is authorised and regulated by the Financial Services Authority, is the
nominated adviser and broker for the Company for the purposes of the AIM Rules.
Its responsibilities as the Company's nominated adviser under the AIM Rules are
owed solely to London Stock Exchange plc and are not owed to the Company, any
director of the Company or to any other person or entity. No liability
whatsoever is accepted by Numis Securities Limited for the accuracy of any
information or opinions contained in this document or for the omission of any
information from this document. Numis Securities Limited is acting for the
Company and for no one else and will not be responsible to any other person for
providing the protections afforded to customers of Numis Securities Limited or
for providing advice in connection with the contents of this document or any
matter referred to herein.
Numis Securities Limited may be providing or may have provided within the
previous 12 months, significant advice or investment services in relation to
securities in the Company or a related investment.
Virotec International Ltd
ABN 81 004 801 398
PO Box 188
Sanctuary Cove QLD 4212
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