22 JANUARY 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

RECOMMENDED CASH OFFER

for

NATURE GROUP PLC

by

PORT INVEST B.V.

SUMMARY

• The Independent Directors of Nature Group plc ("Nature" or the "Company") and the Board of Directors of Port Invest B.V. ("Port Invest") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Port Invest for all of the issued and to be issued share capital of Nature other than the shares already owned by Port Invest (the "Acquisition"). It is to be affected by means of a takeover offer under the City Code on Takeovers and Mergers (the "Code") and within the meaning of Part 18 of the Jersey Companies Law (the "Offer").
• Under the terms of the Offer, Nature Shareholders will be entitled to receive:

4.5 pence in cash for each Nature Share

• The Acquisition values the entire issued share capital of Nature at approximately £4.21 million on a fully diluted basis.
• The Offer price per Nature Share represents:
  • a premium of approximately 43 per cent. to the Closing Price per Nature Share of 3.15 pence on 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.); and
  • a premium of approximately 12 per cent. to the average Closing Price per Nature Share of 4.02 pence in the three months to 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.).
• The Offer will extend to any Nature Shares allotted or issued after the date of this Announcement and before the Offer closes, including any Shares issued following the exercise of outstanding options or warrants over Nature Shares.
• Port Invest was founded in 1986 and provides maritime and oil logistic services to seagoing vessels, oil majors, inland navigation, offshore industries and tank storage facilities. Based in Rotterdam, it is a holding company for six operating subsidiaries and currently owns 23.97 per cent of Nature.
• The Independent Directors (being Berend van Straten and René Verbruggen), who have been so advised by Mazars Corporate Finance Limited ("Mazars") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Mazars is providing independent financial advice to the Independent Directors for the purposes of Rule 3 of the Code. In providing its financial advice to the Independent Directors, Mazars has taken into account the commercial assessment of the Independent Directors.
• Accordingly, the Independent Directors intend to recommend unanimously that Nature Shareholders accept the Offer, as the Independent Director who holds Nature Shares has irrevocably undertaken to do in respect of his own beneficial holding, amounting in aggregate to 865,000 Nature Shares and representing approximately 1.1 per cent. of the existing issued share capital of Nature as at 18 January 2019 (being the latest practicable date prior to publication of this Announcement).
• The Company has 79,280,655 ordinary shares of £0.002 each in issue as at 18 January 2019 (being the latest practicable date prior to the publication of this Announcement).

The Offer will be made subject to the full terms and conditions to be set out in the Offer Document.

Further information about the Acquisition, including an indicative timetable for the implementation of the Offer, will be set out in the Offer Document, which is expected to be dispatched to Nature Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement.

Alexander David Securities Limited ("ADSL") is acting as financial adviser to Port Invest. Moore Blatch LLP is providing legal advice to Port Invest.

Mazars is acting as financial adviser to Nature in respect of the Acquisition. Pinsent Masons LLP is acting as legal adviser to Nature.

Commenting on the Acquisition, Lucas Braams, Partner of Port Invest, said:

"Nature has been going through tough financial times and we are certain that within the Port Invest portfolio of companies, Nature will be able to contribute to the success of Port Invest."

Andreas Drenthen Chief Executive, of Nature, added:

"Port Invest has a history with ISD, the maritime waste company in Rotterdam. We look forward to becoming successful and strong with Port Invest's team and market intelligence."

Berend van Straten, Chairman of Nature and Independent Director added:

"The last 2 years have been frustratingly difficult for Nature. It proved impossible to secure profitability in both the Oil&Gas business as well as the Houston operations. In particular, the inability to secure a profitable business in the Oil&Gas sector was frustrating, as Nature provided environmentally friendly and cost saving solutions in a recovering market. As a result - the profits generated in our Rotterdam operations were used to carry losses in the other sectors and to meet overhead costs. The Nature Board continued to cut costs and finally managed to return to profitability in the second half of 2018. The remaining operations - in essence the Rotterdam based business - were in essence too small to carry an AIM listing. The Board believes that Port Invest offer of 4.5p per share to be fair and reasonable and the Independent Directors therefore recommend shareholders to accept it.

I want to thank all stakeholders for their continued support, patience and help. In particular, I want to thank those employees that had to leave the Company during the past couple of years as a result of redundancy and cost saving activities. I would also like to thank our financing partners DNB Bank in Norway and ING in the Netherlands for their support during this difficult period. Last - but not least - I want to thank our employees in Rotterdam for their continued work and achievements - due to their input we have managed to keep the Company alive. I sincerely hope that Nature will succeed under the umbrella of Port Invest should the Offer become unconditional."

ENQUIRIES

Port Invest B.V.        +31 88 501 2500
Bernardus Muller

Nature Group plc        + 31 62 680 5605
Berend van Straten

Alexander David Securities Limited (financial adviser to Port Invest B.V.) +44 (0)20 7448 9820
David Scott
James Dewhurst

Mazars Corporate Finance Limited (Rule 3 adviser to Nature Group plc)  +44 (0)20 7063 4000
Stephen Skeels
Simon Fitzsimmons

 

FURTHER INFORMATION

This summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertaking received in relation to the Offer and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Offer will be made solely through the Offer Document which will contain the full terms and conditions of the Offer, including details of how to act in respect of the Offer. Any decision or other response to the Offer should be made only on the basis of the information in the Offer Document. Nature Shareholders are strongly advised to read the formal documentation carefully in relation to the Offer once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English and Jersey laws and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Jersey.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the making of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Market Soundings

Market soundings, as defined in the Market Abuse Regulation ("MAR"), were taken in respect of the Offer with the result that certain persons became aware of inside information relating to the Offer, as permitted by the MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to Nature and their securities upon the publication of this Announcement.

Important Notices relating to Financial Advisers

ADSL, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for Port Invest and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Port Invest for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Mazars, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Nature and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Nature for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Overseas jurisdictions

The release, publication or distribution of this Announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

In particular, the ability of persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Offer Document and any other formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Offer relates to the shares of a Jersey-registered company and it is proposed to be made by means of an offer provided for under Jersey law.

Forward-looking statements

This announcement contains certain statements about Port Invest and Nature which are, or may be deemed to be, forward-looking statements. The forward-looking statements contained herein include statements about Port Invest, Nature, the expected effects of the Acquisition on the Nature, the expected timing of the Acquisition, and all other statements in this Announcement other than those containing historical facts may be forward-looking statements. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. Forward-looking statements may include statements relating to the following: future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to Nature, refer to the annual report and accounts for Nature for the financial year ended 31 December 2017. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Port Invest nor Nature give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Port Invest nor Nature assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of Nature.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Nature for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Nature.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge at www.ngrp.com and www.portinvest.nl by no later than 12.00 noon (London time) on 23 January 2019.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting ADSL on +44 (0)20 7448 9820 or Mazars on +44 (0)20 7063 4000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Nature Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Nature Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nature may be provided to Port Invest during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Nature confirms that as at the close of business on 18 January 2019, being the last practicable date before the date of this Announcement, its issued share capital consisted of 79,280,655 ordinary shares of £0.002 each. There also remain 1,750,000 share options in issue. The International Securities Identification Number for the Nature Shares is JE00B3B5FZ40.

Code Dispensations

The Panel has granted Nature and the Offeror a dispensation from the requirements under the Code that announcements must be published via a Regulatory Information Service ("RIS"). The Offeror and Nature are instead required to publish all announcements on Nature's website at www.ngrp.com.

No announcements other than this Announcement will be sent in hard copy form to Nature Shareholders. 

The Panel has also granted a dispensation from the requirement in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code may be made to Nature by email to disclosures@ngrp.com and will be published on Nature's website at www.ngrp.com. A copy must also be sent to the Panel's Market Surveillance Unit by fax (+44 (0) 20 7236 7013) or by email (monitoring@disclosure.org.uk).

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

22 JANUARY 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

RECOMMENDED CASH OFFER

for

NATURE GROUP PLC

by

PORT INVEST B.V.

1. INTRODUCTION

The Independent Directors of Nature Group plc ("Nature" or the "Company") and the Board of Port Invest B.V. ("Port Invest") are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Port Invest for all of the issued and to be issued share capital of Nature other than the shares already held by Port Invest (the "Offer").

Port Invest was founded in 1986 and provides maritime and oil logistic services to sea-going vessels, major oil companies, inland navigation, offshore industries and tank storage facilities. Based in Rotterdam, it is a holding company for six operating subsidiaries operating in the Netherlands, Houston (USA) and the Middle East. Port Invest already owns 23.97 per cent. of the Nature Shares. Further information in relation to Port Invest is set out in paragraphs 8 and 9 of this Announcement.

2. THE OFFER

Under the terms of the Offer, which will be subject to Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document, Nature Shareholders will be entitled to receive:

4.5 pence in cash for each Nature Share

The Offer values the entire issued and to be issued ordinary share capital of Nature at approximately £4.21 million on a fully diluted basis, and represents:

• a premium of approximately 43 per cent. to the Closing Price per Nature Share of 3.15 pence on 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.); and
• a premium of approximately 12 per cent. to the average Closing Price per Nature Share of 4.02 pence in the three months to 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.).

The Offer will extend to all Nature Shares unconditionally allotted or issued at the date of the Offer Document other than those already held by Port Invest, after the date of the Offer Document and before the Offer closes, including any Nature Shares that may be issued following the exercise of outstanding options or warrants over Nature Shares.

Under the Offer, the Nature Shares which are to be the subject of the Offer will be acquired by the Offeror fully paid and free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including all voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

The Offer Document containing further information about the Offer will be published as soon as practicable and, in any event, within 28 days of this Announcement.

3. BACKGROUND TO AND REASONS FOR THE OFFER

Port Invest presently holds a 23.97 per cent. stake in Nature. Andreas Drenthen became Chief Executive Officer of Nature in July 2017. He is currently Chief Executive Officer of Port Invest. Port Invest believes that Nature provides an attractive opportunity to invest in a business which has growth potential given the increasing need for the maritime industry to meet increasingly demanding environmental parameters. Port Invest will seek to continue Nature's core activities of collecting and treating maritime and offshore waste in a safe, environmentally sound and socially responsible manner. It will look to add Nature's solutions to its own maritime services. Port Invest believes that the current focus on climate change is driving an ever-increasing demand for renewable, sustainable and environmentally-friendly working methods and industry standards via tougher regulation.

Port Invest believes that with its backing, Nature will be better placed to maximise its future growth and prospects, while continuing to be a value-added partner to Nature's continuing stakeholders, including, employees, suppliers and, ultimately, clients globally. The Board consider that Nature's remaining operations are too small to support a listed company and attendant overheads. However, as a stand-alone business and being part of a larger group, the Board believes that it has a future. Port Invest managed International Slop Disposal B.V. for 8 years before the sale to Nature in 2010. Nature's Rotterdam operations have been active in the Port of Rotterdam for approximately 25 years. Post the acquisition, Nature is expected to benefit from the additional investment required for future growth, for example in additional double hull barges, and the enhanced scope for Nature's management to build Nature into a market-leading maritime services and port facilities provider that is not constrained by a lack of access to growth capital or the management distractions and ongoing compliance costs resulting from being a small publicly-quoted company.

Port Invest is a maritime services company in the Port of Rotterdam, with a wide range of services being offered to sea-going vessels and inland barges. Port Invest consists of the following companies at present:

• Ship Spares Logistics ("SSL"), a maritime logistics company in Rotterdam and Amsterdam. With four dedicated crane barges, all stores and spares are delivered directly on deck. With worldwide delivery via its own airfreight company, SSL is a trusted advisor for many ship owners;
• Burando Customs Services ("BCS") offers solutions for customs handling, specific logistic, administrative and fiscal challenges. BCS also supports its clients with innovative concepts where customs licenses or complex logistical issues are involved;
• Burando Rental Services offers rapid response to clients and any ship type which require immediate assistance in order to minimize downtime in the event of an Emergency breakdown, on board pump failure, on board heating failure, etc.  This can be achieved through its efficient logistics and use of road trucks, multiple pontoons and a direct waterfront connection;
• Ship Invest B.V. which owns one vessel which is chartered out to a third party;
• Fendercare Benelux is a joint-venture between Port Invest and Fendercare Marine and offers its customers a "one stop shop" solution for a reliable and safe ship-to-ship transfer;
• Burando Environmental Services offers innovative mobile solutions for the growing need to reduce volatile organic compounds ("VOC") and odour emissions; and
• Burando Middle East has built a state-of-the-art Crude Processing Unit (CPU) to process 4 million tons of crude oil annually in the Port of Fujairah in Oman. The facility is designed, built and operated by Burando and processes crude to meet the ultra-low sulphur demand.

Port Invest believes that the waste collection services offered by Nature fits into Port Invest's service portfolio, which will be further strengthened.

4. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

Nature was floated on AIM in August 2002. Its principal activity is that of a holding company for Group companies providing reception and treatment services for oily and polluted waste waters ("slop disposal"), the ownership and application of intellectual and proprietary rights related to such treatment, and the provision of reception and treatment plants for oily waste in onshore and offshore locations.

The year 2017 was intended to be the turn-around year for Nature. Overhead costs had been reduced and the Company was well positioned with maritime operations in Rotterdam and Houston and Oil & Gas ("O&G") activities in both Aberdeen and Stavanger.

Unfortunately, the cash generated from the sale of the Gibraltar-based port assets in January 2017 was insufficient to provide funds to invest in growth and cost saving opportunities. To this was added delays in securing new contracts in the O&G business, particularly in the UK sector in the North Sea, and delay in shutting down the Group's operations in Portugal. The combination of these events resulted in significant losses in the first half of 2017. As part of a drive to reduce overheads, the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") left the Group in July 2017, the Amsterdam office was closed, and the O&G Division was identified for divestment.  Andreas Drenthen was re-instated as CEO in July 2017 and Rene Verbruggen joined the board of directors of Nature in August 2017 as a non-executive director.

Negotiations for the sale of the O&G operations were entered into with a prospective purchaser in early 2018. If the sale of the division was not completed in a timely way, the board of directors of Nature considered closing down the Stavanger and Aberdeen operations and selling the assets of the division to interested prospective buyers. By September 2018, the O&G division had continued to struggle and was consequently continuing to drain the Group's financial resources. Since the strategic rationale for terminating this division had not changed, the board of directors of Nature decided to close the O&G division in Norway and the UK. A reorganisation provision of £0.4 million was set aside.  In November 2018, Nature Oil & Gas AS in Norway filed for bankruptcy. However, Nature Oil & Gas UK is still honouring the existing contracts it holds in the UK while Nature seeks to sell the company.

Nature's International Slop Disposal ("ISD") operations in Rotterdam showed continued strong performance in the first 6 months of 2018. At the same time, the Group's operations in Houston were picking up and, through the cooperation with Ramky, it was expected that the road to profitability should be reached in 2019. In Oman, plans were being made to build a waste water treatment facility in the port of Sohar.  Since these operations in Houston were not seen as strategic, in November 2018, Nature came to an agreement with Ramky for it to acquire the remaining 50 per cent. of the shares in Houston it did not already hold. Nature also agreed to sell to Ramky, its shares in the Oman-based project.

With the extremely tight operational cash situation during the whole year, where, in essence, the Maritime operations in Rotterdam had been generating the cash to meet the operational financial obligations of the O&G division, the divestment discussions and other business challenges, the situation became so uncertain that the board of directors of Nature requested the suspension of trading of the Company's shares on AIM at the end of March 2018 and  the Nature Shares were cancelled from trading on AIM on 28 September 2018.

The financial position of Nature remained precarious at the middle of 2018. The unaudited interim results for the six months ended 30 June 2018 showed, while revenue from continuing operations declined only modestly to £5.25 million from the corresponding period in the previous year, the elevated cost of sales reduced the operating profit to £1.28 million: a drop of 31 per cent. When the losses from discontinued operations were included, attributable losses for the period were £569,687. These losses had significant repercussions on the Group's cash flow. Cash losses from operating activities continued to drain the cash balance position. The decrease in cash and cash equivalents amounted to £507,692.

During the second half of 2018, the decision was taken to shutdown Nature's O&G operations and to sell the Houston and Oman activities.  

At this moment in time, Nature has sold, divested, closed or is in the process of closing (with a signed LOI) all loss making subsidiaries (Houston, Oman, O&G Norway and O&G UK) and has only ISD (International Slop Disposal, Rotterdam) as a single live operation. ISD has been profit making (based on earnings before interest, taxes, depreciation and amortisation) since it was acquired by Nature and because the other loss making activities of Nature are ended or in the process of being ended, the Independent Directors believe that Nature as a whole, although significantly reduced in size since the beginning of 2017, is back on track to profitability.

However, with the activities in Rotterdam as the only operational activities remaining, the Independent Directors believe that Nature is too small for a sustainable future or to reapply for an AIM listing on a stand-alone basis.   The Independent Directors further believe that ISD as the only operational activity is better placed as part of a larger entity with strong parent/sister companies able to leverage the same customer base and to provide investment capital needed for modernisation of the fleet and further growth in other surrounding harbours in the greater Benelux area.

Accordingly, the Independent Directors unanimously recommend the Offer to Nature Shareholders as set out in paragraph 5.

In considering whether to recommend the Offer, the Independent Directors have taken into account a number of factors, including:

• that the Offer price represents a premium, in cash, of approximately 43 per cent. to the Closing Price of 3.15 pence per Share on 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.) and a premium of approximately 12 per cent. to the average mid-market Closing Price per Nature Share of 4.02 pence in the three months to 27 March 2018 (being the dealing day on which the Nature Shares were suspended from trading on AIM at 12.30 p.m.);
• that, without the AIM listing, the Offer provides Nature Shareholders with the only opportunity to realise their entire investment in Nature for cash within a relatively short timescale;
• that no higher cash offers have been received despite interest having been expressed in acquiring the Company from more than one other party; and
• following completion of the Acquisition, Port Invest will provide additional investment to scale Nature's business and fund the capital expenditure requirements to develop it further.

5. RECOMMENDATION

The Independent Directors (being Berend van Straten and René Verbruggen), who have been so advised by Mazars as to the financial terms of the Acquisition, consider the terms of the Offer to be fair and reasonable. Mazars is providing independent financial advice to the Independent Directors for the purposes of Rule 3 of the Code. In providing its financial advice to Independent Directors, Mazars has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors intend to recommend unanimously that Nature Shareholders accept or procure acceptance of the Offer. The Independent Director who holds Nature Shares has irrevocably undertaken to do in respect of his own beneficial holding, amounting in aggregate to 865,000 Nature Shares and representing approximately 1.1 per cent. of the existing issued share capital of Nature as at 18 January 2019 (being the latest practicable date prior to publication of this Announcement). Further details are set out in Appendix III of this Announcement.

Mazars has given and not withdrawn its consent to the inclusion in this Announcement of references to its advice to the Independent Directors in the form and context in which it appears.

6. INTERESTS IN NATURE SHARES AND IRREVOCABLE UNDERTAKING

Port Invest has received an irrevocable undertaking from Berend van Straten who holds Nature Shares to accept the Offer, in respect of a total of 865,000 Nature Shares, representing approximately 1.1 per cent. of the issued share capital of Nature in issue on 18 January 2019 (being the latest practicable date prior to publication of this Announcement).

Further details of the irrevocable undertaking are set out in Appendix III to this Announcement.

7. INFORMATION RELATING TO NATURE

Nature was floated on AIM in August 2002. The Company is registered in Jersey and the Group operates from the Netherlands, with its international activities previously carried out through subsidiaries in the USA, Norway, Scotland, the Netherlands and the Middle East. The Company's principal activity is that of a holding company for Group companies providing offshore and onshore reception plants for the treatment services for oily and polluted wastewaters, the ownership and application of intellectual and proprietary rights related to such treatment.

The Group had been wrestling with weakness in several of its operations. In January 2017, it sold its Gibraltar port operations, but the proceeds were insufficient to cover operational difficulties in several other subsidiaries, in particular, the O&G business, where delays in securing new contracts impacted the Aberdeen and Stavanger-based activities. In light of this, the Company decided to divest itself of this business. In the absence of a buyer, the Group has set aside provisions for the winding down of this subsidiary. The partnership with Middle-East based Ramky continued to develop with Ramky taking a 50 per cent. stake in Nature's Houston-based port services operations.  The operations were expanded and Ramky has agreed to purchase the remaining 50 per cent. of Nature's Houston operation.  Nature also agreed to sell to Ramky, its shares in the Oman-based project. Additionally, the Norway O&G subsidiary filed for bankruptcy in November 2018.

It is anticipated that Nature will comprise solely of the Rotterdam port operations.

8. INFORMATION RELATING TO PORT INVEST

Port Invest was founded in 1986 and provides maritime and oil logistic services to sea-going vessels, major oil companies, inland navigation, offshore industries and tank storage facilities. Based in Rotterdam, it is a holding company for six operating subsidiaries operating in the Netherlands, Houston (USA) and the Middle East.

The directors of Port Invest are Emergentes Management B.V. (whose authorised representative is Andreas Drenthen) and Bernardus Muller.

Port Invest is currently owned by the following persons in the following proportions:

• Emergentes Management B.V.  25 per cent.
• Quattro Porte B.V.   25 per cent.
• Las Moras B.V.    25 per cent.
• Barco Limpo B.V.   25 per cent.

Emergentes Management B.V. is ultimately wholly owned by Andreas Drenthen.  Barco Limpo B.V. is ultimately owned by Antoinette Muller, Justus Bernardus Muller and Emiel Jan Wouter Muller.  Quattro Porte B.V. is wholly owned by Alex Van't Hoff.  Las Moras B.V. is wholly owned by Lucas Braams.

Port Invest currently holds a 23.97 per cent. stake in Nature as a consequence of the sale of International Slop Disposal BV ("ISD") (along with another company) to Nature (for which Port Invest received 16,000,000 Nature Shares together with £8,000,000 in cash) and the subsequent acquisition of further Nature Shares (3,000,000 Nature Shares). Since its founding in 1986, Port Invest has grown via organic growth and acquisitions. It seeks to build value through a combination of operational improvements, internal growth initiatives and strategic acquisitions.

Up until 2002 Port Invest was relatively inactive.  In 2002, Port Invest was reinstated as an investment company in focussing on setting up, acquiring and operating port and shipping-related companies.  The first company was ISD, the port reception facility in the Port of Rotterdam.  The second operating subsidiary, Allport Supplies, was formed in 2004 in order to supply hoses, valves, seals and other marine-related equipment. Allport Supplies was sold in 2007.  In 2007 Andreas Drenthen became Managing Director of Port Invest and took a 25 per cent. shareholding in Port Invest through Emergentes Management B.V.  The balancing 75 per cent. is held equally between companies ultimately owned by Antoinette Muller, Justus Bernardus Muller and Emiel Jan Wouter Muller, Alex van't Hoff and Lucas Braams.

From 2008 onwards, Port Invest grew rapidly with the acquisition of Ship Spares Logistics ("SSL") and Van Esch International, which were merged together into SSL to become a maritime logistics company in the Port of Rotterdam.  A joint-venture, Fendercare Benelux, was formed with Fendercare Marine in the same year, offering ship-to-ship cargo transfer services.  In 2009, Burando Customs Services was established, as a provider of customs consulting services and specialist IT solutions for ship operators.  In 2010, Burando Rental Services was formed to hold and provide, for rental, a broad inventory of pumps, powerpacks and filters for shipping needs.  Furthermore, Burando Environmental Services was established, where Burando's developed scrubber was commercially sold into the market, next to other vapour treatment solutions.  At the end of 2010 ISD was sold to Nature (along with Ecoscrub Solutions B.V.) for which Port Invest received £16,000,000 consisting of cash consideration of £8,000,000 and 16,000,000 Nature Shares (at a price of £0.50 per share).  In 2015, Burando Middle East was established in order to design, construct and operate two crude oil processing units in Fujairah in the United Arab Emirates on the Gulf of Oman.  These facilities can process up to 4 million tons of crude oil per annum.  Frisol, a Dutch oil trading company, was bought in 2015 and sold again in 2017.

Port Invest has approximately 120 full-time employees. In 2017, Port Invest's turnover was EUR 28.667 million, EBITDA was EUR11.1 million and operating profit was EUR 2.26 million.

As a financial sponsor for Nature, Port Invest would look forward to working with Nature to create the foundation for a long-lasting, productive relationship that will maximize the future growth and prospects of Nature.

Due to the position of Andreas Drenthen, as CEO of both Port Invest and Nature, Port Invest has formulated a strategic plan to work closely with Nature's management team and employees. Port Invest believe that this will enable the combined group to build a market-leading maritime and oil logistic services provider that is not constrained by a lack of access to growth capital.

Port Invest does not envisage any material change to the research and development functions of Nature as a result of the Acquisition.

Employees and management

Port Invest does not intend to make any material changes in either the conditions of employment or the balance of the skills and functions of the management and employees of Nature.

It is Port Invest's intention that, should the Offer be successful, the existing contractual and statutory employment rights, including in relation to pensions, of all of Nature's management and employees will be fully safeguarded in accordance with applicable law.  The current levels of Company contributions to the Defined Contribution pension scheme will be maintained.  The Company has no Defined Benefit pension scheme.

Locations and headquarters

Port Invest intends to merge Nature's head office function following the Acquisition with Port Invest's.  The head offices are approximately 15kms apart.  This is not expected to impact headcount. The process is envisaged to be completed within 6 months if the Offer is successful.  No other changes are envisaged with respect to the redeployment of Nature's existing fixed asset base.

Trading facilities

Nature Shares are currently unlisted having previously been admitted to trading on the AIM market operated by the London Stock Exchange. The board of directors of Nature requested that the trading of its securities on AIM be suspended from 27 March 2018 and trading in the Nature Shares on AIM was cancelled on 28 September 2018. Accordingly, there are no existing trading facilities in respect of the Nature Shares.

No statement made in this paragraph 9 constitutes a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

10. FINANCING

The Cash Consideration payable by Port Invest under the Offer will be funded by Port Invest's cash reserves.

ADSL, financial adviser to Port Invest, is satisfied that sufficient resources are available to Port Invest to enable it to satisfy, in full, the Cash Consideration payable to Nature Shareholders by Port Invest under the terms of the Offer.

11. OPTION AGREEMENTS AND WARRANTS

The Offer shall extend to any Nature Shares which are unconditionally allotted or issued and fully paid pursuant to the exercise of (a) any options which are vested and exercisable under the Nature Share Option Schemes (including as amended as referred to below) and any other share incentive schemes of Nature prior to the Offer Record Time and/or (b) the outstanding warrants to subscribe for Nature Shares.

Following publication of the Offer Document, participants in the Nature Share Option Schemes will be contacted separately regarding the effect of the Acquisition on their rights under such Nature Share Option Schemes and to warrantholders on their rights in respect of their warrants. In accordance with Rule 15 of the Code, Port Invest will make appropriate proposals to plan participants in the Nature Share Option Schemes and to warrantholders in due course and details of these proposals will be set out in the Offer Document.

12. OFFER RELATED ARRANGEMENTS

Nature and Port Invest entered into the Confidentiality Agreement on 22 November 2018 pursuant to which each of the parties thereto undertakes to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.

The Confidentiality Agreement does not impose any obligation on Port Invest or its related persons to make any offer to acquire all or any of the shares of Nature.

13. FURTHER TERMS AND CONDITIONS OF THE ACQUISITION

It is intended that the Offer will be effected by means of a takeover offer within the meaning of Part 18 of the Jersey Companies Law. The Offeror reserves the right to elect to implement the Offer, with the consent of the Panel, by way of a Scheme which would be implemented on the same terms (subject to appropriate amendment) as the Offer.  In the event of such an election by the Offeror, those Shareholders who have given irrevocable undertakings to accept the Offer have agreed to vote in favour of the shareholder resolutions required in connection with the Scheme. Further details of these undertakings received to date are set out in paragraph 6 above and in Appendix III to this Announcement. References to the Offer and the Offer Document in this Announcement shall include, where applicable, such Scheme.

Further details of the Offer, including an indicative timetable for its implementation, will be set out in the Offer Document, which is expected to be dispatched to Nature Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the Code, the Panel and/or the requirements of any other applicable legal or regulatory body or relevant securities exchange.

14. DIVIDENDS

If any dividend is paid or becomes payable in respect of Nature Shares on or after the date of this Announcement and prior to the Offer becoming unconditional, Port Invest has the right to reduce the Cash Consideration by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

At the date of this Announcement, the balance in the escrow account relating to the sale of Nature Port Reception Facilities in Gibraltar in January 2017 is £694,500.  The sum standing to the credit of the escrow account is anticipated to be released in January 2019.  The Cash Consideration takes into account such escrow amount.

Following the suspension of trading in Nature's shares on AIM on 27 March 2018, the ordinary shares in the Company were cancelled from trading on AIM on 28 September 2018.

It is also intended that, if the Offer becomes, or is declared, unconditional in all respects, and Port Invest has acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) Shares which carry, in aggregate, not less than two-thirds majority of the voting rights in Nature, Port Invest will seek to re-register Nature as a Jersey private limited company pursuant to the Jersey Companies Law.

If the Offer becomes, or is declared, unconditional in all respects and Port Invest receives acceptances of the Offer in respect of 90 per cent. or more in nominal value of the Shares to which the Offer relates, Port Invest intends to exercise its rights pursuant to Part 18 of the Jersey Companies Law to acquire compulsorily, on the same terms as the Offer, the remaining Shares in respect of which the Offer has not at such time been accepted.

16. OVERSEAS SHAREHOLDERS

The availability of the Offer to Nature Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

17. EXPECTED TIMETABLE

It is intended that the Offer Document containing further details of the Offer will be despatched to each Nature Shareholder (other than to persons in a Restricted Jurisdiction) as soon as reasonably practicable and, in any event, not later than 28 days after the date of this Announcement (unless agreed otherwise with the Panel).

18. OPENING POSITION DISCLOSURES AND INTERESTS

In connection with the Offer, Port Invest will be required to make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of Nature by no later than 12.00 noon (London time) on 5 February 2019. Port Invest's Opening Position Disclosure will include details of its interests or short positions in, or rights to subscribe for, any relevant securities of Nature held by all persons acting in concert with Port Invest.

As at the close of business on 18 January 2019 (being the latest practicable date prior to the date of this Announcement) Port Invest, its Directors and related persons had the following interest in or right to subscribe for any relevant securities of Nature:

• Port Invest B.V.   19,000,000 Nature Shares  23.97 per cent.
• Andreas Drenthen  450,000 Nature Shares   0.57 per cent.
• Andreas Drenthen  300,000 Options

Port Invest and its directors are not aware of any person acting in concert (within the meaning of the Code) with it had:

If Port Invest becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Nature, all relevant details in respect of Port Invest's concert parties will be included in Port Invest's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

19. GENERAL

Your attention is drawn to the further information contained in the Appendices to this Announcement, which form part of, and should be read in conjunction with, this Announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Nature Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nature may be provided to Port Invest during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

20. DOCUMENTS ON DISPLAY

In accordance with Rule 26.2 of the Code, copies of the following documents will, to the extent not already published there, by no later than 12.00 noon on the Business Day following the date of this Announcement, be published on Port Invest's website at www.portinvest.nl and on Nature's website at www.ngrp.com during the Offer Period:

• the irrevocable undertaking referred to in paragraph 6 above;
• the written consents of Mazars and ADSL;
• the Confidentiality Agreement referred to in paragraph 13 above; and
• a copy of this Announcement.

ENQUIRIES

Port Invest B.V.        +31 88 501 2500
Bernardus Muller

Nature Group plc         +00 31 62 680 5605
Berend van Straten

Alexander David Securities Limited (financial adviser to Port Invest B.V.) +44 (0)20 7448 9820
David Scott
James Dewhurst

Mazars Corporate Finance Limited (Rule 3 adviser to Nature Group plc)  +44 (0)20 7063 4000
Stephen Skeels

Simon Fitzsimmons

FURTHER INFORMATION

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertaking received in relation to the Offer and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document which will contain the full terms and conditions of the Offer, including details of how to act in respect of the Offer. Any decision or other response to the Offer should be made only on the basis of the information in the Offer Document. Nature Shareholders are strongly advised to read the formal documentation carefully in relation to the Offer once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Market Soundings

Market soundings, as defined in the Market Abuse Regulation ("MAR"), were taken in respect of the Offer with the result that certain persons became aware of inside information relating to the Offer, as permitted by the MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to Nature and their securities upon the publication of this Announcement.

Important Notices relating to Financial Advisers

ADSL, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for Port Invest and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Port Invest for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Mazars, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for Nature as financial adviser in relation to the matters referred to in this Announcement and for no one else.  Mazars will not be responsible to anyone other than Nature for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein.

Overseas jurisdictions

The release, publication or distribution of this Announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

In particular, the ability of persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Offer Document and any other formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Offer relates to the shares of a Jersey company and it is proposed to be made by means of an offer provided for under Jersey law.

Forward-looking statements

This announcement contains certain statements about Port Invest and Nature which are, or may be deemed to be, forward-looking statements. The forward-looking statements contained herein include statements about Port Invest, Nature, the expected effects of the Acquisition on the Nature, the expected timing of the Offer, and all other statements in this Announcement other than those containing historical facts may be forward-looking statements. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. Forward-looking statements may include statements relating to the following: future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Nature, refer to the annual report and accounts for Nature for the financial year ended 31 December 2017. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Port Invest nor Nature give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Port Invest nor Nature assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the Nature.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Nature for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Nature.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge at www.ngrp.com and www.portinvest.nl by no later than 12.00 noon (London time) on 23 January 2019.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting ADSL on +44 (0)20 7448 9820 or Mazars on +44 (0)20 7063 4000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Information relating to Nature Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Nature Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nature may be provided to Port Invest during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Nature confirms that as at the close of business on 18 January 2019, being the last practicable date before the date of this Announcement, its issued share capital consisted of 79,280,655 ordinary shares of £0.002 each. There also remain 1,750,000 share options and 12,500,000 warrants in issue. The International Securities Identification Number for the Nature Shares is JE00B3B5FZ40.

Code Dispensations

The Panel has granted Nature and the Offeror a dispensation from the requirements under the Code that announcements must be published via a Regulatory Information Service ("RIS"). The Offeror and Nature are instead required to publish all announcements on Nature's website at www.ngrp.com.

No announcements other than this Announcement will be sent in hard copy form to Nature Shareholders. 

The Panel has also granted a dispensation from the requirement in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code may be made to Nature by email to disclosures@ngrp.com and will be published on Nature's website at www.ngrp.com. A copy must also be sent to the Panel's Market Surveillance Unit by fax (+44 (0) 20 7236 7013) or by email (monitoring@disclosure.org.uk).

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which will be made by the Offeror, will comply with the Code. The Offer and any dispute or claim arising out of, or in connection with, it (whether contractual or non-contractual in nature) will be governed by, and construed in accordance with, English law and be subject to the jurisdiction of the courts of England. The Offer will be made on the terms and conditions set out in the Offer Document.

1. CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs 1.4.1 to 1.4.8 (inclusive) to an extent which is material in the context of the wider Group, taken as a whole;

which in each case is material in the context of the wider Group (taken as a whole) and has not been Disclosed.

The Offeror reserves the right to waive, in whole or in part, all or any of Conditions 1.2 to 1.7 (inclusive). If the Offeror is required by the Panel to make an offer for Nature Shares under the provisions of Rule 9 of the Code, the Offeror may make such alterations to the Conditions, including Condition 1.1 above ("Acceptance Condition"), as are necessary to comply with the provisions of that Rule.

The availability of the Offer to persons 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.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2. FURTHER TERMS OF THE OFFER
   1.            The Offer will extend to (i) all Nature Shares unconditionally allotted or issued at the date of the Offer Document other than those already held by the Offeror and (ii) any further Nature Shares unconditionally allotted or issued after the date of the Offer Document and before the Offer becomes or is declared wholly unconditional.
   2.            The Offer will be governed by English law and is subject to the jurisdiction of the courts of England. In addition, the Offer will be subject to the terms and conditions as set out in the Offer Document. The Offer will comply with, and be subject to, the Code and/or the requirements of any other applicable legal or regulatory body or relevant securities exchange.
   3.            Full terms of the Offer will be set out in the Offer Document and (in the case of Nature Shares held in certificated form) the Form of Acceptance.

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, the financial information relating to Nature is extracted or derived (without material adjustment) from the audited financial statements for Nature for the financial year end 31 December 2017 and the unaudited interim results for the 6 months to 30 June 2018.

 

APPENDIX III

IRREVOCABLE UNDERTAKING

Port Invest has received an irrevocable undertaking to accept, or procure the acceptance of, the Offer in respect of a total of 865,000 Nature Shares representing in aggregate, approximately 1.1 per cent. of Nature Shares in issue on 18 January 2019 (being the last practicable date prior to this Announcement).

Irrevocable undertaking of the Independent Directors of Nature

Shareholder	Number of Nature Shares	Percentage of Nature Shares in issue
Berend van Straten	865,000	1.1%

The irrevocable undertaking from the director of Nature shall lapse and cease to have effect if:

 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Acquisition"	the proposed acquisition by Port Invest of the entire issued and to be issued ordinary share capital of Nature, to be effected by the Offer as described in this Announcement and, where the context permits, any subsequent revision, variation, extension or renewal thereof
"ADSL"	Alexander David Securities Limited, financial adviser to Port Invest B.V.
"AIM"	the Alternative Investment Market or AIM market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies as published by the London Stock Exchange from time to time
"Announcement"	this announcement made pursuant to Rule 2.7 of the Code
"Board"	the board of directors of the Offeror
"Business Day"	any day (excluding any Saturday or Sunday or public or bank holiday) on which banks are open for business in London
"Cash Consideration"	the consideration payable to Nature Shareholders in connection with the Acquisition, being 4.5 pence per Nature Share
"Closing Price"	the closing middle market quotation for a Nature Share as derived from Shares Magazine on the following day
"Code"	the City Code on Takeovers and Mergers
"Companies Act"	the Companies Act 2006
"Conditions"	the conditions to the implementation of the Offer as set out in Appendix I to this Announcement and to be set out in the Offer Document
"Confidentiality Agreement"	the confidentiality agreement between Nature and Port Invest dated 22 November 2018, further details of which are set out in paragraph 13 of this Announcement;
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
"Directors"	the executive and non-executive directors of Nature at the date of this Document and "Director" means any one of them
"Disclosed"	information fairly disclosed by, or on behalf of Nature (i) in the annual report and accounts of Nature for the financial year ended 31 December 2017, (ii) in the unaudited interim results of Nature for the 6 months to 30 June 2018, (iii) in any other public announcement made by Nature in accordance with MAR or the AIM Rules for Companies prior to this Announcement, or (iv) as disclosed in writing prior to the date of this Announcement by or on behalf of Nature to Port Invest (or its officers, employees, agents or advisers in their capacity as such or which is known by Andreas Drenthen
"FCA"	the Financial Conduct Authority
"First Closing Date"	means the first closing date of the Offer as specified in the Offer Document or such later date as the Offeror may decide, with the consent of the Panel
"Group"	the Company and its subsidiaries
"Independent Directors"	the Directors other than Andreas Drenthen
"ISD" "Jersey Companies Law"	International Slop Disposal B.V., a wholly owned subsidiary of the Company the Companies (Jersey) Law 1991, and the regulations promulgated thereunder as each may be amended from time to time
"London Stock Exchange"	London Stock Exchange plc, together with any successor thereto
"Long Stop Date"	the long stop date to be specified in the Offer Document or such later date or time as Port Invest and Nature (with the consent of the Panel) agree
"Nature Share Schemes"	the Nature Group plc Share Option Plan Round 1 and the Nature Group plc Share Option Plan Round 2
"Nature Shareholders"	holders of Nature Shares from time to time
"Nature Shares"	the ordinary shares of £0.002 each in the capital of Nature
"Nature" or "Company"	Nature Group Plc
"Offer Document"	the document to be sent to Nature Shareholders containing the full terms and conditions of the Offer
"Offer Period"	the offer period (as defined in the Code) relating to Nature, which commenced on 22 January 2019 and ending on the date on which the Offer is declared or becomes wholly unconditional in accordance with the requirements of the Code, lapses or is withdrawn (or such other date as the Panel may decide)
"Offer"	the offer to be made by Port Invest to acquire the issued and to be issued ordinary share capital of Nature other than that already owned by Port Invest, details of which are set out in this Announcement, on the terms and subject to the conditions to be set out in the related Offer Document
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code;
"Panel"	the Panel on Takeovers and Mergers
"Regulatory Information Service" or "RIS"	a primary information provider which has been approved by the FCA to disseminate regulated information;
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is sent or made available to Nature Shareholders in that jurisdiction
"Scheme"	a scheme of arrangement effected in accordance with Article 125 of the Jersey Companies Law
"Sterling" or "£"	the lawful currency for the time being of the United Kingdom and references to "pence" and "p" shall be construed accordingly;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America its territories and possessions, any state of the United

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose.

All references to time in this Announcement are to London time unless otherwise stated.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.