Virotec International Ld
29 June 2006
VIROTEC INTERNATIONAL LTD
29 June 2006
SUBLICENSE AND SALE OF TECHNOLOGIES TO THE GREENHOUSE FUND
Virotec International Ltd ('Virotec')(AIM:VTI) announces that it has entered
into agreements with The Greenhouse Fund Limited ('Greenhouse')(AIM:GHF) for the
sub-licence and sale of technologies which are currently outside of Virotec's
core operational focus.
The transaction involves the sub-license of five technologies and the sale of
the assets of Sterling Environmental Solutions Limited (together the
'Transaction') to Greenhouse. In addition, it is intended that Greenhouse will
enter into an option to acquire the business and assets of ImperativePlus Pty
Ltd, a wholly owned subsidiary of Virotec, on the terms of the option will be
agreed within the next month.
Consideration for the Transaction is to be satisfied by the issue of 30,000,000
new shares in Greenhouse ('Shares') and £0.5 million in cash. At the opening
price on 29 June 2006 of 15p, the Share element is valued at £4.5 million. As a
result of the issue of the Shares, Virotec will have a 19 per cent holding in
the voting share capital of Greenhouse. Virotec will also be entitled to an
ongoing royalty from any revenue earned from exploitation of the technologies
and, if any of the technologies are subsequently sold by Greenhouse, any sale
will include the obligation to continue to pay royalties to Virotec and for
Virotec to retain its 19% interest in the technologies for zero consideration.
It is intended that Mr Brian Sheeran, Virotec's Executive Chairman, will be
appointed to the board of Greenhouse to oversee commercialisation of these
Virotec has previously announced (most recently in it 2005 Annual Report) its
intention to investigate the appropriate way to obtain value for its
environmental technologies not considered part of its core business but which it
considers to have significant potential, including sale or sub-licensing, which
enables Virotec to retain a carried interest in the technologies for
participation in the potential upside whilst eliminating risk associated in
investing in new technologies. This transaction demonstrates implementation of
this intention, and enables the further development and commercialisation of
these technologies with Greenhouse providing the resources.
Virotec's Executive Chairman Mr Brian Sheeran comments 'This is an exciting deal
for both Virotec and Greenhouse. Virotec will continue to focus on the
commercialisation of its existing technologies around the world while retaining
an interest in these non-core technologies. Greenhouse will be able to direct
both funding and manpower to further develop these technologies into market
ready commercial applications.'
Mr Sheeran added 'This transaction also reaffirms Virotec's ability to develop
technologies where a market need is identified and then maximise the potential
for Virotec by structuring its future development in association with a third
party while maintaining a significant interest in the technology. Virotec will
continue to seek opportunities such as this in the future.'
Virotec has agreed not to sell or otherwise dispose of the Shares issued to it
as consideration at any time prior to the first anniversary of the date of
publication of the audited accounts for the year ended 31 December 2006, which
is expected to be approximately March 2008, without the consent of Greenhouse
and Evolution Securities save in certain limited circumstances.
Background to the Transaction
The five technologies being sub-licensed to Greenhouse are derived from the
BauxsolTM Technology developed by Virotec. These are:
(a) ViroConcreteTM Technology - speciality cement products with applications
in shotcreteing, grouting, high density concrete, acid exposed concrete or
concretes that are exposed to water or wet environments, particularly salt water
(b) ViroAirFilterTM Technology - designed to remove mercury, CO2 and other
polluting metals from industrial flue gasses by 'gas scrubbing' such
environmentally hazardous compounds from waste gases prior to their release into
(c) ViroFertiliserTM Technology - aims to control phosphate pollution and
increase crop yields via the slow release of phosphate from super-phosphate
(d) Gastric animal applications - aims to relieve gastric problems and
diseases within animals;
(e) Any further new commercial applications developed from the BauxsolTM
Technology; giving Greenhouse access to the time and efforts of the two main
scientists, their facilities and staff involved in the development of the
BauxsolTM Technology and its applications in the Southern Cross University in
New South Wales, Australia.
In addition Greenhouse has purchased the assets of Sterling Environmental
Solutions Ltd ('Sterling'), with a view to establishing a regional treatment
centre for the treatment of high strength organic waste streams.
Further, it is intended that Greenhouse will enter into an option to acquire the
business and assets of ImperativePlus Pty Ltd, a sustainability advisor and
service provider. It has been agreed in principle that Greenhouse will pay a
nominal consideration on grant and on exercise of this option. It is anticipated
that the terms of the option will be agreed within the next month.
Greenhouse's strategy is to further develop the technologies, using both
academic and commercial partners from within industry. Once an application has
reached full commercialisation level, Greenhouse will then consider the next
stage to best generate shareholder value with a new structure for each license,
depending on the particular market and opportunity that it faces.
If you would like any further information in relation to this announcement or on
Virotec generally, please contact Angus Craig on +617 5530 8014 or visit
VIROTEC INTERNATIONAL LTD
PO Box 188
Sanctuary Cove QLD 4212
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