Virotec International PLC
30 August 2006
30 August 2006
VIROTEC INTERNATIONAL PLC
ADMISSION TO TRADING ON AIM
Virotec International plc ('Virotec' or the 'Company') (AIM: VTI), was admitted
to trading on AIM as from 8.00am on Wednesday 30 August 2006.
Virotec is the successor entity to Virotec International Ltd ('Virotec (Aus)'),
a company which has been listed on AIM since July 2001, following implementation
of the Scheme of Arrangement described below. Virotec now owns Virotec (Aus) and
its subsidiaries. The AIM listing of Virotec (Aus) was cancelled on 30 August
Virotec's Nominated Adviser and Broker is Numis Securities Limited.
Commenting on today's announcement, Executive Chairman Brian Sheeran noted, 'Now
that Virotec is a company incorporated in England, many new and existing
investors on AIM may find Virotec a more appealing investment'.
Looking forward, Mr Sheeran commented, 'We remain very excited about Virotec's
prospects, particularly in the water treatment sector where significant
development and commercialisation has taken place in the USA for the reduction
of naturally occurring radium in drinking water. The treatment of contaminated
waste market, both liquid and solid, continues to grow and is a primary target
for Virotec. New manufacturing facilities in the USA and Italy have been
established to cater for the expected demand in reagents required for roll out
of solutions to clients for previously intractable problems.'
'We will continue to identify business drivers to develop and implement
sustainable outcomes for our clients.'
Scheme of Arrangement
On 1 June 2006, the directors of Virotec (Aus) announced its intention to change
the domicile of the Virotec Group from Australia to England to, among other
things, further Virotec (Aus)'s evolution into a truly international company.
This change reflects the move of Virotec (Aus)'s shareholder base away from
Australia, with approximately 79% of the issued share capital of Virotec (Aus)
held by shareholders resident in the UK and Europe.
Virotec (Aus) effected the change of domicile through a scheme of arrangement
under the Australian Corporations Act 2001, involving a share exchange with
Virotec, a company newly incorporated in England and Wales and established for
this purpose (the 'Scheme'). The Explanatory Statement, which contains complete
details of the Scheme, including an independent expert's report, was sent to
shareholders and released to the market on 28 June 2006, and is available at
www.virotec.com. The Virotec (Aus) Annual Report for the year ended 30 June 2005
which includes audited financial statements was distributed to shareholders, and
is available at www.virotec.com.
The Scheme was subject to many conditions, including shareholder approval
(received on 31 July 2006) and Supreme Court of Queensland approval (following
hearings on 19 June and 17 August 2006). All conditions have now been satisfied
and the Scheme has been implemented. Virotec (Aus) is now wholly owned by
Following implementation of the Scheme, Virotec now owns all of the issued
shares in Virotec (Aus) and the existing Virotec (Aus) shareholders have been
allotted one fully paid Ordinary Share in Virotec for each share previously held
in Virotec (Aus). As a result, Virotec has a total of 240,162,442 Ordinary
Shares on issue.
For further information in relation to this transaction, please refer to
previous announcements by Virotec which can be viewed on Virotec's website at
No funds have been raised as a result of the Scheme. In addition, 11,460,000
options have been issued to employees to replace options previously granted by
Virotec (Aus) which have been cancelled. The options have been issued on
substantially the same terms as the options originally issued by Virotec (Aus).
There are no changes to the business of the Virotec Group as a result of
implementation of the Scheme. The business activities of Virotec are described
on Virotec's website at www.virotec.com and are primarily the development and
exploitation of environmental technologies including the delivery of commercial,
environmentally sustainable solutions for the treatment of water and soils.
These activities and technologies are described further in the Explanatory
Statement and the 2005 Annual Report of Virotec (Aus).
Current trading and prospects
Following implementation of the Scheme, Virotec has no assets other than the
shares in Virotec (Aus) acquired under the Scheme. Accordingly, the trading and
prospects of Virotec are the same as Virotec (Aus) and its subsidiaries.
For further information in relation to the Scheme of Arrangement or Virotec
generally, please visit www.virotec.com or email enquiries to firstname.lastname@example.org.
Virotec International plc
Company Number 5796515
PO Box 188
Sanctuary Cove Qld 4212
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