TIDMBIP
RNS Number : 6433Z
Biofutures International plc
08 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
This announcement is not an admission document. This
announcement does not constitute or form part of, and should not be
construed as, any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
in the Company or securities in any other entity nor shall it, or
any part of it, or the fact of its distribution, form the basis of,
or be relied on in connection with, any contract or investment
decision in relation thereto. This announcement does not constitute
a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of
the final admission document and any supplement thereto to be
published by the Company (the "Admission Document"). A copy of the
Admission Document will be available on the Company's website
following publication of the Admission Document.
Biofutures International plc
("Biofutures" or the "Company")
Proposed Acquisition of Platinum NanoChem Sdn. Bhd.
Conditional Placing to raise GBP32.5 million
Proposed re-admission to trading on AIM as Graphene NanoChem
Plc
Publication of Admission Document and Notice of General
Meeting
8 March 2013
Biofutures International plc is pleased to announce that, in
conjunction with its proposed acquisition of Platinum NanoChem, it
has raised GBP32.5 million (before expenses) through a conditional
placing of 23,214,286 Placing Shares at a Placing Price of 140
pence per Placing Share in order to provide the Enlarged Group with
sufficient funds to implement its expansion strategy and for its
working capital purposes. The Placing Price and number of Placing
Shares reflect the proposed 1 for 20 share consolidation referred
to in the Admission Document. The Placing Price of 140 pence is
equivalent to 7 pence per Existing Unconsolidated Ordinary
Share.
Following completion of the Acquisition and the Placing, the
Company will be renamed Graphene NanoChem Plc.
The Admission Document containing formal notice convening the
General Meeting, to be held on 25 March 2013, to seek Shareholder
approval, inter alia, for the Acquisition, the Placing, the change
of name to Graphene NanoChem Plc and the Share Consolidation, is
being posted to Shareholders today and will be available on the
Company's website, www.biofuturesplc.com.
Highlights
-- Platinum NanoChem is a global nanotechnology company whose
established revenue-generating business model is to design,
formulate, manufacture and market a range of IP-backed speciality
chemicals and advanced materials including Graphene from waste
feedstocks.
-- The Directors believe that the Acquisition offers an
opportunity to enhance shareholder value and move Biofutures from
its current position and considerable exposure to volatile
commodity prices into the manufacture of added-value products with
higher margins within niche markets.
-- The Enlarged Group will aim to exploit the global megatrend
towards sustainability through the supply of waste-based,
high-performance, cost-competitive products into global markets and
to focus on the opportunities afforded by Graphene-enhancement.
-- Graphene NanoChem will be led by Dato' Jespal Deol, proposed
CEO, who will be supported by a strong and experienced management
team and staff with significant technical and business expertise,
and a successful track record, in relevant industry sectors.
Expected Timetable
Re-commencement of dealings 11 March 2013
on AIM in the Existing
Unconsolidated Ordinary
Shares
Latest time and date 10.00 a.m. on 21 March
for receipt of completed 2013
Forms of Proxy for the
General Meeting
General Meeting 10.00 a.m. on 25 March
2013
Completion of the Acquisition 26 March 2013
Admission effective and 26 March 2013
expected commencement
of dealings on AIM in
the Enlarged Share Capital
Joe Wong, CEO of Biofutures, said:
"The proposed acquisition of Plantinum Nanochem and today's
successful fundraising represent a significant opportunity to
enhance shareholder value. The Enlarged Group is poised for growth
based on its established revenue generating business model and its
ability to apply its Graphene production technology to a range of
products targeting major markets in the near and longer terms."
Dato' Jespal Deol, CEO of Platinum NanoChem and Proposed CEO of
Graphene NanoChem, said:
"We are delighted to be able to offer shareholders the unique
opportunity to participate in our growth story as the Enlarged
Group. We have a clearly defined strategy to exploit our existing
market positions and product portfolio within specialty chemicals,
whilst driving our commercialisation strategy for Graphene-enhanced
applications in niche markets.
"With the proven experience and expertise of the proposed
management team and the funds raised to support this strategy, we
look forward to the future with confidence."
For further information:
Biofutures International Tel: +603 6203 5136
Joe Wong, Chief Executive
Officer
Platinum NanoChem Tel: +603 2282 3080
Dato' Jespal Deol, Chief
Executive Officer
Panmure Gordon (Broker,
Sole Bookrunner and NOMAD
from Admission) Tel: +44(0) 20 7886 2500
Callum Stewart Tel: +65 8614 7553
Tom Nicholson
Daniel Stewart (NOMAD Tel: +44(0) 20 7776 6578
until Admission)
Paul Shackleton
Citigate Dewe Rogerson Tel: +44(0) 20 7638 9571
Ginny Pulbrook
Copies of the Admission Document will be available free of
charge during normal business hours on any day (except Saturdays,
Sundays and public holidays) at the offices of the Company, Academy
House, London Road, Camberley, Surrey GU25 3HL and on the Company's
website www.biofuturesplc.com.
Important notice
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy shares in the Company in any
jurisdiction. Any such offer, if made, is being made pursuant to
the Admission Document.
This announcement (or any part of it) is not to be distributed,
reproduced, passed on, or the contents otherwise divulged, directly
or indirectly, in or into the United States of America, Canada,
Australia, the Republic of South Africa, Japan, or in any country,
territory or possession where to do so may contravene local
securities laws or regulations. Any failure to comply with the
above restrictions may constitute a violation of the securities
laws of any such jurisdiction.
The shares in the Company have not been nor will be registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act"), or under the securities legislation of any state
of the United States of America, and may not be offered or sold in
the United States of America except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act and in compliance with any applicable
state securities laws. The shares in the Company have not been nor
will be registered under the relevant securities laws of Canada,
Australia, the Republic of South Africa or Japan. There will be no
offering of shares in the Company in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan
or in any country, territory or possession where to do so may
contravene local securities laws or regulations.
No shares in the Company will be publicly offered or distributed
in Switzerland. Shares in the Company shall be offered in
Switzerland privately only to a select circle of investors without
the use of any public means of information or advertisement.
Neither this announcement nor the Admission Document constitutes an
offer prospectus within the meaning of Art. 652a Swiss Code of
Obligations and neither document has been filed with or approved by
any Swiss regulatory authority or stock exchange. The shares in the
Company will not be registered in Switzerland or listed at any
Swiss stock exchange. Neither this announcement nor the Admission
Document may be distributed or used in Switzerland without the
Company's prior written approval.
Daniel Stewart is acting as nominated adviser to the Company up
to Admission for the purposes of the AIM Rules. Daniel Stewart,
which is authorised and regulated in the United Kingdom in the
conduct of investment business by the FSA, is acting exclusively
for the Company and no one else in connection with the matters
described herein and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of
Daniel Stewart or for advising any other person on the contents of
this announcement or any matter referred to herein. Daniel
Stewart's responsibilities as the nominated adviser under the AIM
Rules are owed solely to the London Stock Exchange plc and are not
owed to the Company or to any Director or Proposed Director or to
any other person in respect of their decision to acquire shares in
the Company in reliance on any part of this announcement. Daniel
Stewart is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom in the conduct of investment business by the FSA, is acting
as nominated adviser to the Company with effect from Admission,
broker to the Company in connection with the Proposals and as sole
bookrunner to the Company in connection with the Placing and will
be acting for no one else in connection with the matters described
herein. Panmure Gordon will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Panmure Gordon or for advising any other person on the contents of
this announcement or the Proposals. No representation or warranty,
express or implied, is made by Panmure Gordon as to the contents of
this announcement (without limiting the statutory rights of any
person to whom this announcement is issued). Apart from the
responsibilities and liabilities, if any, which may be imposed on
Panmure Gordon by FSMA, no liability whatsoever is accepted by
Panmure Gordon for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information for which it is not responsible. Panmure Gordon's
responsibilities as the nominated adviser under the AIM Rules are
owed solely to the London Stock Exchange plc and are not owed to
the Company or to any Director or Proposed Director or to any other
person in respect of their decision to acquire shares in the
Company in reliance on any part of this announcement. Panmure
Gordon is not making any representation or warranty, express or
implied, as to the contents of this announcement.
This announcement includes "forward-looking statements", which
include all statements other than statements of historical facts
including, without limitation, those regarding the Enlarged Group's
financial position, business strategy, plans and objectives of
management for future operations and any statements preceded by,
followed by or that include forward-looking terminology such as the
words "targets", "plan", "project", "believes", "estimates",
"aims", "intends", "can", "may", "expects", "forecasts",
"anticipates", "would", "should", "could" or similar expressions or
the negative thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Enlarged Group's control that could cause the actual results,
performance or achievements of the Enlarged Group to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding the Enlarged Group's present and future business
strategies and the environment in which the Enlarged Group will
operate in the future. These forward-looking statements speak only
as at the date of this announcement. The Enlarged Group expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions in relation to any forward-looking statements
contained herein to reflect any change in the Enlarged Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
As a result of these factors, the events described in the
forward-looking statements in this announcement may not occur.
Biofutures International plc
("Biofutures" or the "Company")
Proposed Acquisition of Platinum NanoChem Sdn. Bhd.
Conditional Placing to raise GBP32.5 million
Proposed re-admission to trading on AIM as Graphene NanoChem
Plc
Publication of Admission Document and Notice of General
Meeting
Introduction
On 10 December 2012, the Company announced that it had entered
into a conditional agreement to acquire Platinum NanoChem, a
company involved in the development and production of speciality
chemicals and advanced nanomaterials. The consideration for the
Acquisition will be satisfied through the issuance of the
Consideration Shares (representing approximately 72.9 per cent. of
the Enlarged Share Capital) to the Vendors.
The Acquisition constitutes a reverse takeover under the AIM
Rules and is therefore conditional, inter alia, upon the approval
of Shareholders at a general meeting. Such approval is being sought
at the General Meeting which will be held at Academy House, London
Road, Camberley, Surrey at 10.00 a.m. on 25 March 2013. A
resolution will also be proposed at the General Meeting to
consolidate the Company's share capital on a 1 for 20 basis.
In order to provide the Enlarged Group with sufficient funds to
implement its expansion strategy and for its working capital
purposes, pursuant to the Placing Agreement, Panmure Gordon, as
agent for the Company, has conditionally placed 23,214,286 Placing
Shares on behalf of the Company at the Placing Price. The Placing
Shares will represent approximately 19.9 per cent. of the Enlarged
Share Capital and will raise approximately GBP32.5 million
(approximately GBP30.0 million net of expenses) for the Company.
The Placing is underwritten by Panmure Gordon. At the Placing
Price, the Company will have a market capitalisation of
approximately GBP163.2 million on Admission.
If the Resolutions are passed at the General Meeting, and the
other conditions set out in the Acquisition Agreement and Placing
Agreement are satisfied or waived, Admission will occur immediately
following the completion of the Acquisition, which is expected to
occur on 26 March 2013.
The Existing Unconsolidated Ordinary Shares were suspended from
trading on AIM on 10 December 2012 and have remained suspended
pending the publication of the Admission Document. It is expected
that the Existing Unconsolidated Ordinary Shares will be readmitted
to trading on AIM with effect from 7.30 a.m. on 11 March 2013.
Trading in the Existing Unconsolidated Ordinary Shares will be
cancelled immediately prior to Admission. It is expected that
Admission will occur on 26 March 2013.
On Completion of the Acquisition, Tan Sri Abi Musa, Dato' Larry
Gan, Alan Cleverly, Dato' Jespal Deol and Sushil Sidhu will join
the board of the Company.
In addition, resolutions will be proposed at the General Meeting
to change the name of the Company to Graphene NanoChem Plc and to
approve the New LTIP and changes to the Articles.
The Directors consider that the acquisition of Platinum NanoChem
by the Company is an exciting opportunity and are satisfied that
the Acquisition is in the best interest of the Company and
Shareholders as a whole. Accordingly, the Directors recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the GM to be held at 10.00 a.m. on 25 March 2013. Shareholders
should note that the Resolutions (apart from Resolution 6) are
inter-conditional upon one another and consequently, if any of
Resolutions 1 to 5 or Resolution 7 is not passed, the Acquisition,
the Placing and Admission will not occur.
Platinum Group
The Platinum Group is a privately held global nanotechnology
company whose business model is to design, formulate, manufacture
and market a range of Graphene-enhanced speciality chemicals and
advanced materials that demonstrate improved performance
characteristics when compared to existing products within the
chemicals and materials markets. It has a revenue-generating range
of high quality chemical products derived from readily available
low-cost wastes from the palm oil industry, alongside an active
commercialisation strategy for niche opportunities within the
global market for Graphene applications. Its existing portfolio and
pipeline of products are based on two core nanotechnology platforms
which are protected by a network of patent families, licences and
specialist knowledge. The Group's strong and experienced management
team has significant technical and business experience and a
successful track record.
Graphene is an emerging class of nanomaterial with a wide range
of intrinsic properties, from enhanced electrical and thermal
conductivity to exceptional mechanical load bearing capacity and
performance. This enables the creation of innovative products with
the potential to revolutionise a range of industries, including
fuels, lubricants, oilfield chemicals, composites, energy
generation and storage, electronics and medical devices.
Since inception, the strategy of the Platinum Group has been to
build an independent, high-margin, public company, based on
proprietary and defensible intellectual property, through the
supply of waste-based, high-performance cost-competitive products
into global growth markets, with blue-chip international customers
and development partners. The Platinum Group selected Malaysia as
its base primarily because of an abundant source of palm waste for
feedstock, access to the mandated Malaysian biofuels market,
government support for high-technology industries and sound
economic prospects, both nationally and in the wider South East
Asian region. Its planned next stage of development is to use its
speciality chemicals business as a solid cash-generating foundation
for the Enlarged Group, whilst aiming to maximise the opportunities
presented by the Enlarged Group's ability to manufacture Graphene
affordably at commercial scale. The New Board has no plans for the
Platinum Group to become a volume supplier of Graphene to third
parties. It will focus on the development of proprietary
applications of Graphene in areas where it believes that it is
possible to deploy Graphene-enhanced products in bulk, to provide
solutions to pressing problems in large and high-value markets. The
Enlarged Group's first Graphene-enhanced products are expected to
enter the market in July 2013.
The Platinum Group transitioned from a research and development
group focused on technology and product development to a commercial
operating group in 2012. Operations are conducted from the Platinum
Group's Platinum Nanotek Park located in Senawang, Malaysia which
currently houses an 90 million litres per annum speciality
chemicals plant and a 1,000 kg per annum Graphene plant. Despite
working capital constraints, the Platinum Group's speciality
chemicals business generated sales of approximately GBP16.3 million
in the eleven months to 30 November 2012 through sales to, inter
alia, blue chip multinational oil and gas companies, including
Chevron and Shell.
The New Board believes that Graphene enhancement will drive
higher margins for the Enlarged Group's speciality chemicals
business. The Platinum Group has a contract to supply its
Graphene-enhanced drilling fluids in July 2013 to Scomi Group, the
fourth largest drilling fluids supplier globally. The New Board
expects to launch a surfactant range of products in 2013, which
when coupled with the Platinum Group's planned lightweight
Graphene-enhanced proppant, are anticipated to achieve significant
inroads into the rapidly growing shale exploration market.
In parallel to its planned 250,000 kg per annum Graphene plant
capacity expansion, the Group is developing its advanced
nanomaterials business, focusing on engineering plastics, enhanced
composites and renewable energy components, addressing markets
estimated to reach US$76.8 billion by 2017. In addition, the
Platinum Group's strategy of developing a licensing and joint
venture business model within other sectors of the substantial
addressable markets for Graphene-enabled products, underpinned by
the revenue generation and existing infrastructure of the
speciality chemicals business, aims to provide the Enlarged Group
with growing high-quality revenue streams and increased shareholder
value. The Platinum Group has entered into confidentiality
agreements with leading multinational companies and aims to convert
these into joint ventures, licensing and product development
agreements in the near to medium term.
Platinum NanoChem has invested approximately GBP39 million in
developing and building platform nanotechnologies and an asset base
that enables production of speciality performance chemicals and
advanced nanomaterials through a combined acquisition and
development strategy.
The Platinum Group's current products and pipeline are based on
two core nanotechnology platforms, namely its SimPlat cavitation
and Catalyx nanomaterials processes.
The SimPlat Process is currently applied primarily in the
production of high performance esters for various applications,
including second generation biofuels, drilling fluids and
surfactants for the oil and gas and consumer markets. Products are
sold to customers serving large, global markets with significant
performance, regulatory and environmental drivers. In addition,
owing to the use of low-cost waste as feedstock, some of the issues
faced by the producers of first generation biofuels, namely high
prices and volatility of food-grade feedstocks and the negative
publicity surrounding the use of food for fuel are less relevant to
the Platinum Group. The Catalyx Process enables the production of a
family of Graphene nanomaterials including nanoplatelets,
nanotubes, nanochips and nanofibres with addressable markets in
excess of EUR2 trillion by 2015.
The New Board considers that the Group's innovative approach to
its nanomaterial technology platform, a diversified portfolio of
products and the broad range of applications for Graphene-enhanced
materials, combined with a cash-generative platform of its existing
speciality chemicals, provides the Enlarged Group with the
opportunity to generate growing revenue streams and shareholder
value.
Background to and reasons for the Proposals
The Biofutures Group is focused on the conversion of CPO into
refined bleached and deodorised palm oil ("RBDPO") at its 14-acre
site in the Palm Oil Industrial Cluster in Lahad Datu, Sabah, East
Malaysia. Recent high prices of CPO in Malaysia, particularly in
relation to the CPO price in neighbouring Indonesia have impacted
Biofutures' prospects severely. This has made the Biofutures
Group's key product, RBDPO, uncompetitive in the regional market.
Consequently, Biofutures has for some time been considering a
variety of options for strengthening the business and improving
shareholder value.
The Directors believe that the Acquisition offers an opportunity
to enhance shareholder value and move Biofutures from its current
position, which suffers from considerable exposure to volatile
commodity prices, into the manufacture of added-value products with
higher margins. The Directors believe that the Acquisition and
subsequent retrofitting of the Biofutures Group's Zurex Refinery
with the Platinum Technologies offer Biofutures the opportunity to
achieve high levels of growth from diversified sources of revenue
whilst diversifying the risks to which the business is subject.
The Zurex Refinery located in the POIC region offers:
(1) an advantageous location for the expansion of the Platinum
Group's speciality chemicals business. The Zurex Refinery is well
located to source feedstock from the local region, which includes
both East Malaysia and Kalimantan, Indonesia. It is also well
placed to access the East Malaysian market for biofuels, which is
currently undersupplied owing to a shortage of local production and
the cost of transportation from West Malaysia;
(2) a ready-made asset and infrastructure base, including access
to a deep-water port to serve the export markets for the Platinum
Group's speciality chemicals business. This is expected to reduce
the need for extensive plant construction time and cost, thus
accelerating growth of the Platinum Group's business and improving
operational efficiency; and
(3) the benefit of Zurex's existing licences, the acquisition of
which can be a time-consuming and costly process.
The New Board believes that the Acquisition and the Placing will
result in an enlarged integrated business that has a strong
business model, sustainable revenue streams and robust growth
prospects in the near and long term and which will effectively
de-risk the Biofutures Group's current business operations.
Key Strengths of the Enlarged Group
The New Board believes that the key strengths of the Enlarged
Group will include:
-- Technology: A portfolio of integrated technologies, with IP
protection, that permit the production of high value chemicals and
advanced nanomaterials from readily available and lower-cost
feedstocks;
-- Market opportunity: The Enlarged Group's products will target
multi-billion dollar global markets with substantial economic and
regulatory drivers;
-- Team: A strong and experienced management team and staff with
significant technical and business expertise, and a successful
track record, in relevant industry sectors;
-- Pipeline and customer base: The Enlarged Group will have
substantial existing demand for its portfolio of speciality
chemicals from blue-chip multinational customers and an advanced
pipeline of uses for the future production of its advanced
nanomaterials;
-- Sustainability: The Enlarged Group's products will assist its
partners to reduce carbon intensity, reduce waste and reduce water
pollution; and
-- Government backing: The Enlarged Group benefits from the
support of the Malaysian government, including an equity investment
from a Government of Malaysia linked fund, debt facilities provided
by two government-backed financial institutions, a
government-backed debt guarantee for the proposed Graphene plant
expansion, favourable tax structures and subsidised fuel
markets.
Principal Terms of the Acquisition
Under the terms of the Acquisition Agreement, the Company has
conditionally agreed to acquire the entire issued share capital of
Platinum NanoChem from the Vendors for a total consideration to be
satisfied by the issue of the Consideration Shares (representing
72.9 per cent. of the Enlarged Share Capital) on Admission.
During the period between the date of the execution of the
Acquisition Agreement and Completion, the Majority Vendors
undertook to procure and ensure that the Platinum Group carries on
its business in the normal and ordinary course in a manner not
inconsistent with the Platinum Group's ordinary business practice.
The Acquisition Agreement contains customary warranties (subject to
customary limitations of liability) and undertakings given by the
Vendors in favour of the Company.
Completion of the Acquisition is conditional, inter alia, on the
passing of Resolutions 1, 2 and 3 to be set out in the Notice of
General Meeting. Subject to the conditions being satisfied or
waived, Completion is expected to take place upon Admission.
Share Consolidation
The Company's Existing Unconsolidated Ordinary Shares have a
nominal value of GBP0.01 (1 pence) each. When trading in the
Existing Unconsolidated Ordinary Shares was suspended on 10
December 2012, the price of each Existing Unconsolidated Ordinary
Share was 3.1 pence. A reorganisation of the Existing
Unconsolidated Ordinary Share Capital is proposed whereby each
holding of 20 Existing Unconsolidated Ordinary Shares will be
consolidated into 1 Consolidated Ordinary Share. Resolution 4 will
effect the Share Consolidation.
Holders of fewer than 20 Existing Unconsolidated Ordinary Shares
will not be entitled to receive a Consolidated Ordinary Share
following the Share Consolidation. Shareholders with a holding in
excess of 20 Existing Unconsolidated Ordinary Shares, but which is
not exactly divisible by 20, will have their holding of
Consolidated Ordinary Shares rounded down to the nearest whole
number of Consolidated Ordinary Shares following the Share
Consolidation. Fractional entitlements to Consolidated Ordinary
Shares will be aggregated and the resulting new Consolidated
Ordinary Shares will be sold in the market and the proceeds will be
retained for the benefit of the Company.
The Existing Unconsolidated Ordinary Shares have been admitted
to CREST. Application will be made for the Enlarged Share Capital
to be admitted to CREST, all of which may then be held and
transferred by means of CREST. It is expected that the Consolidated
Ordinary Shares arising as a result of the Share Consolidation will
be credited to the relevant CREST accounts on 26 March 2013.
The record date of the Share Consolidation is 25 March 2013. The
rights attaching to the Consolidated Ordinary Shares will be
identical in all respects to those of the Existing Unconsolidated
Ordinary Shares.
New share certificates will be issued to holders of Existing
Unconsolidated Ordinary Shares following the Share Consolidation.
Pending the issue of these new share certificates, existing share
certificates in respect of Existing Unconsolidated Ordinary Shares
existing share certificate(s) will remain valid.
Directors, Proposed Directors and Senior Management
The Board is chaired by Dr Patrick Dennis Howes and comprises Dr
("Joe") Wong Kai Fatt and David John Long Tan Sri Abi Musa, Dato'
Larry Gan, Dato' Jespal Deol, Sushil Sidhu and Alan Cleverly will
be appointed as directors with effect from Admission. The
biographies of the Directors, the Proposed Directors and other
proposed members of the senior management of the Enlarged Group are
set out in the Admission Document.
Details of the Placing
The Company is seeking to raise GBP32.5 million (before
expenses) by way of the Placing. Pursuant to the Placing Agreement,
Panmure Gordon has conditionally placed 23,214,286 Placing Shares
with institutional investors on behalf of the Company at the
Placing Price. The Placing Shares will represent approximately 19.9
per cent. of the Enlarged Share Capital. On Admission, the Company
will have a market capitalisation of approximately GBP163.2 million
based on the Placing Price.
The Placing Shares will be in registered form, will be issued
credited as fully paid and will, on issue, rank pari passu in all
respects with the Existing Unconsolidated Ordinary Shares in issue
prior to Admission, including the right to receive all dividends
and other distributions thereafter declared, made or paid on the
Existing Unconsolidated Ordinary Shares. The Existing
Unconsolidated Ordinary Shares were created under the Act and can
be issued in certificated or uncertificated form.
In accordance with the AIM Rules, application has been made for
admission of the Enlarged Share Capital to trading on AIM in
accordance with the Proposals and it is expected that admission of
such shares will occur by 26 March 2013.
The Placing Agreement is conditional, inter alia, upon
Resolutions 1 to 5 being passed at the General Meeting and
Admission becoming effective by 8.00 a.m. on 26 March 2013 or such
later date (being no later than 8.00 a.m. on 30 April 2013) as the
Company and Panmure Gordon may agree. The Placing is underwritten
by Panmure Gordon.
Panmure Gordon has a right to terminate the Placing Agreement
prior to Admission in certain circumstances, including a breach of
warranty, a material adverse change in the Platinum Group or the
Biofutures Group or the occurrence of force majeure.
Use of Proceeds
The net proceeds of the Placing, amounting to approximately
GBP30.0 million, will be used to:
-- increase the capacity of the Platinum Group's existing
speciality chemicals plant from 90 to 136 million litres per annum,
including for the production of commercial quantities of PlatQuat
(GBP6 million);
-- increase the capacity of the Platinum Group's existing
advanced nanomaterials plant from 1,000 to 250,000 kg per annum,
through Platinum NanoChem's subscription for further ordinary
shares in Platinum Nano G (GBP6 million);
-- fund technology commercialisation and Graphene applications
development efforts (GBP4 million);
-- increase the size and breadth of the Enlarged Group's
intellectual property portfolio (GBP4 million);
-- support development of joint venture initiatives (GBP4 million); and
-- fund the Company's general working capital requirements (GBP6 million).
The New Board believes that the Acquisition, the Placing and
Admission of the Enlarged Share Capital to trading on AIM will
result in the Enlarged Group having:
-- a fully funded expansion programme;
-- a significantly strengthened balance sheet with sufficient
flexibility for further expansion;
-- the increased profile of a public listed company;
-- a significantly improved position when negotiating joint
ventures and development efforts; and
-- the ability to issue the Consolidated Ordinary Shares as
consideration for potential acquisitions and as a means of
incentivising new and existing staff.
Strategy of the Enlarged Group
Since inception, the strategy of the Platinum Group has been to
build an independent, high-margin, public company, based on
proprietary and defensible intellectual property. The Platinum
Group's strategic goals aim to exploit the global megatrend towards
sustainability through the supply of waste-based, high-performance,
cost-competitive products into global growth markets, with
blue-chip international customers and development partners.
With the speciality chemicals business providing a solid
foundation for the Enlarged Group, the New Board aims to maximise
the opportunities presented by the Enlarged Group's ability to
manufacture Graphene affordably at commercial scale. Despite the
current scarcity of Graphene, the New Board has no plans for the
Enlarged Group to be a volume supplier of Graphene to third
parties. Instead, they will focus on the development of proprietary
applications of Graphene in areas where they believe that it is
possible to deploy Graphene-enhanced products in bulk, to provide
solutions to pressing problems in large and high-value markets.
The New Board has identified oilfield chemicals and engineering
plastics as being two core areas where enhancement with Graphene
offers the possibility of creating products which have the
potential to become market leaders in the near to medium term. In
particular, they believe that PlatDrill, for offshore drilling, and
PlatQuat, especially when allied to the Group's planned
Graphene-enhanced proppant, for the growing shale oil & gas
exploration market, have the potential to deliver significant
high-margin revenue streams.
In order to produce the required volumes of the Group's
speciality chemicals and Graphene, the New Board intends to use the
proceeds of the Placing to increase the capacity of the Platinum
Group's existing speciality chemicals plant from 90 to 136 million
litres per annum, including for the production of commercial
quantities of PlatQuat and to increase the capacity of the Platinum
Group's existing advanced nanomaterials plant from 1,000 to 250,000
kg per annum. The New Board also intends to develop the Zurex
Refinery into a pre-treatment plant for a new speciality chemicals
plant, with associated Graphene production, in the near to medium
term.
Licensing strategy
Outside the core areas of oilfield chemicals and engineering
plastics, the Enlarged Group will pursue a licensing model in a
number of areas, where the Enlarged Group's supply of Graphene and
knowledge in relation to its application are expected to translate
into licence agreements. Compared to the pharmaceutical industry
(where a licensing strategy has been pursued by many participants
for several years), the industries which the Enlarged Group is
targeting tend to be characterised by shorter and less costly
product development timelines and lower regulatory hurdles prior to
product launch.
IP strategy
While the New Board believes that the intellectual property
underpinning the Platinum Group's production processes is strongly
defensible, there exist a number of opportunities to file patents
on applications of Graphene in a number of markets. Using the net
proceeds of the Placing, the New Board intends to file a number of
patents in key jurisdictions in relation to certain well-understood
applications of Graphene nano materials. Much of the patent
activity in the area to date has been focused on the high-value and
complex applications of Graphene, with Samsung in particular filing
a considerable number of patents, particularly in the Advanced
Electronics area, from which substantial revenues are unlikely in
the near term. Consequently, the Platinum Directors believe that
there are considerable opportunities to acquire portfolios of
patents in other areas, which, in the absence of commercial
quantities of Graphene, are likely to be relatively inexpensive to
acquire.
Acquisition strategy
In addition to acquisitions of IP, the New Board has identified
a small number of companies whose staff base, IP, knowledge of
Graphene applications and/or existing routes into target customers
they believe could add substantial value to the Enlarged Group.
With the Graphene industry still in its infancy, the New Board
believes that such acquisitions will be relatively inexpensive to
make, likely to be made principally using the Enlarged Group's
shares as consideration and could offer transformative
opportunities to the Enlarged Group.
Lock-In and Orderly Market Arrangements
At Admission, the New Board will hold or be interested in,
directly and indirectly, an aggregate of 40,416,766 Consolidated
Ordinary Shares, representing approximately 34.7 per cent. of the
Enlarged Share Capital of the Company.
The Directors, Proposed Directors and the Vendors have agreed
not to (and to use all reasonable endeavours to procure that their
connected persons do not) dispose of any interest in the
Consolidated Ordinary Shares, which they may have on Admission, or
subsequently acquire within one year of Admission, comprising in
aggregate 73.6 per cent. of the Enlarged Share Capital, for the
period of one year following Admission except in certain restricted
circumstances. In addition, they have each further agreed that for
an additional twelve month period following the first anniversary
of Admission, in order to ensure an orderly market in the Company's
shares, they shall (and they shall use all reasonable endeavours to
procure that their connected parties shall) only dispose of any
interest in Consolidated Ordinary Shares in such manner as the
Company's broker may reasonably require.
Stoutman Holdings Limited has agreed that for a 24 month period
following Admission they shall only dispose of any interest in the
Consolidated Ordinary Share in such manner as the Company's broker
may reasonably require.
Irrevocable undertakings
The Directors and certain Shareholders (including Henderson
Global Investors Limited, Stoutman Holdings Limited and AXA
Investment Managers UK Limited) have irrevocably undertaken to vote
in favour of the Resolutions at the General Meeting in respect of
their beneficial holdings, which amount in aggregate to 76,106,410
Existing Unconsolidated Ordinary Shares representing 45.7 per cent.
of the Existing Unconsolidated Ordinary Shares.
General Meeting
Set out at the end of the Admission Document is a notice
convening the General Meeting to be held at the offices of the
Company at Academy House, London Road, Camberley, Surrey GU15 3HL
on 25 March 2013 at 10.00 a.m. at which the Resolutions will be
proposed.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Acquisition" the proposed acquisition
by the Company of Platinum
NanoChem as described in
the Admission Document,
pursuant to the Acquisition
Agreement
"Acquisition Agreement" the conditional agreement
dated 10 December 2012 between
theCompany and the Vendors
relating to the Acquisition
(as amended, modified or
supplemented from time to
time), further details of
which are set out in paragraph
8.1 of Part 8 of the Admission
Document
"Act" the Companies Act 2006
"Admission" admission of the Enlarged
Share Capital to trading
on AIM becoming effective
in accordance with the AIM
Rules
"Admission Document" the admission document dated
8 March 2013
"AIM" the AIM market operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies,
being the rules for companies
whose securities are admitted
to trading on AIM as published
by the London Stock Exchange
from time to time
"Articles" the articles of association
of the Company as in force
at the date of this announcement
as further described in
paragraph 7 of Part 8 of
the Admission Document
"Biofutures" or the Biofutures International
"Company" plc, a company registered
and incorporated in England
and Wales under number 05712979
"Biofutures Group" the Company and its subsidiaries
as at the date of this announcement
"Board" The board of directors of
the Company from time to
time
"Completion" completion of the Acquisition
in accordance with the terms
of the Acquisition Agreement
"Consideration Shares" the 85,000,000 Consolidated
Ordinary Shares to be issued
to the Vendors on Completion
as consideration under the
Acquisition Agreement
"Consolidated Ordinary ordinary shares of 20 pence
Shares" each in the capital of the
Company on Admission following
the Share Consolidation
"CREST" the electronic settlement
system to facilitate the
holding and transfer of
title to shares in uncertificated
form operated by CRESTCo
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001
No. 2001/3755), as amended
"Daniel Stewart" Daniel Stewart & Company
plc
"Directors" the existing board of directors
of the Company whose names
are set out on page 7 of
the Admission Document
"Enlarged Share Capital" the Consolidated Ordinary
Shares in issue immediately
following the Share Consolidation
and Admission as enlarged
by the issue of the Consideration
Shares and the Placing Shares
"Enlarged Group" or the Company and its subsidiaries
"Group" immediately following Completion
"Existing Unconsolidated the ordinary shares of 1
Ordinary Shares" pence each in the capital
of the Company in issue
as at the date of this announcement
and prior to the completion
of the Share Consolidation
"Existing Unconsolidated the share capital of the
Ordinary Share Capital" Company as at the date of
this announcement
"FSA" the Financial Services Authority
"FSMA" the Financial Services and
Markets Act 2000, as amended
"GM" or "General Meeting" the general meeting of the
Company to be held at 10.00
a.m. on 25 March 2013, notice
of which is set out at the
end of the Admission Document
"Graphene" a flat monolayer of carbon
atoms tightly packed into
a two-dimensional honeycomb
lattice, and is a basic
building block for graphitic
materials of all other dimensionalities.
Throughout this announcement
Graphene is used as a generic
term to describe the Platinum
Group's family of graphitic
nanomaterials
"IP" intellectual property
"Lock-In Agreements" the conditional agreements
dated 8 March 2013 between
the Company, Daniel Stewart,
Panmure Gordon and each
of the Lock-In Persons,
details of which are set
out in paragraph 11 of Part
1 and paragraph 8.5 of Part
8 of the Admission Document
"Lock-In Persons" Platinum Energy Global Sdn.
Bhd., Rampai Teknologi Sdn.
Bhd., Green Ethics Capital
Sdn. Bhd., Lim Ted Hing,
Quek Siew Hau, Chan Ka Tsung,
Fong Tham Yu, Seah Sen Onn
@ David Seah, Dato' Jespal
Deol Balbir Singh, Dato'
Mohd Sallehuddin bin Othman,
Tan Sri Dato' Sri Abi Musa
Asa'ari Bin Mohamed Nor,
Anbananthan Shanmugam, Dato'
Larry Gan Nyap Liou @ Gan
Nyap Liow, Dato' Foong Choong
Heng, Sushil Singh Sidhu
Joginder Singh, Dr Wong
Kai Fatt, David John Long,
Dr Patrick Dennis Howes,
MSG Commercial, Oceanair
Environmental, Cyril Tan
Eng Wah, Asia Bioenergy
Research, Leung Kok Keong,
Ubud Consortium and Plug
& Play Technology
"London Stock Exchange" London Stock Exchange plc
"Majority Vendors" Platinum Energy Global Sdn.
Bhd, Green Ethics Capital
Sdn Bhd and Rampai Teknologi
Sdn Bhd
"Name Change" the proposed change of name
from Biofutures International
plc to Graphene NanoChem
Plc, conditional on shareholder
approval
"New Board" the directors of the Enlarged
Group as at Admission, being
Tan Sri Abi Musa, Dato'
Larry Gan, Dato' Jespal,
Alan Cleverly, Sushil Sidhu,
Dr Wong Kai Fatt, Dr Patrick
Dennis Howes and David John
Long
"New LTIP" the new long term incentive
plan proposed to be adopted
pursuant to the Resolutions,
a summary of which is set
out in paragraph 9 of Part
8 of the Admission Document
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placing" the proposed conditional
placing of the Placing Shares
at the Placing Price pursuant
to the Placing Agreement
"Placing Agreement" the placing agreement dated
8 March 2013 entered into
between the Company, the
Directors, the Proposed
Directors, Daniel Stewart
and Panmure Gordon relating
to the Placing, further
details of which can be
found in paragraph 8.4 of
Part 8 of the Admission
Document
"Placing Price" 140 pence per Placing Share
issued pursuant to the Placing
"Placing Shares" the 23,214,286 Consolidated
Ordinary Shares to be allotted
and issued pursuant to the
Placing
"Platinum Directors" the board of directors of
Platinum NanoChem
"Platinum Group" Platinum NanoChem, and its
subsidiaries, Platinum GreenChem
and Platinum Nano G
"Platinum GreenChem" Platinum Green Chemicals
Sdn. Bhd. (formerly known
as Platinum Energy Sdn Bhd),
a company incorporated and
registered in Malaysia under
the Malaysian Companies
Act 1983 with registered
number 162740-V, a wholly
owned subsidiary of Platinum
NanoChem
"Platinum NanoChem" Platinum NanoChem Sdn. Bhd.,
a company incorporated and
registered in Malaysia under
the Malaysian Companies
Act 1983 with registered
number 737056-X
"Platinum Nano G" Platinum Nano G Sdn. Bhd.
(formerly known as Gen2
Renewables Sdn Bhd), a company
incorporated and registered
in Malaysia under the Malaysian
Companies Act 1983 with
registered number 822309-A,
a wholly owned subsidiary
of Platinum NanoChem
"Platinum Nanotek the 9.3 acre site park owned
Park" by Platinum GreenChem located
in Senawang, Negeri Sembilan,
Malaysia
"Platinum Technologies" the SimPlat Process and
the Catalyx Process (see
Technical Glossary)
"POIC" means the Malaysian Palm
Oil Industrial Cluster located
in Lahad Datu, Sabah
"Proposals" the Acquisition, the approval
of the New LTIP, the Placing,
the Share Consolidation,
the proposed amendments
to the Articles, Admission
and the Name Change
"Proposed Directors" the proposed directors of
the Company to be appointed
with effect from Admission,
being Tan Sri Abi Musa,
Dato' Larry Gan, Dato' Jespal
Deol, Sushil Sidhu and Alan
Cleverly
"Resolutions" the resolutions contained
in the notice of GM set
out at the end of the Admission
Document
"Share Consolidation" the proposed consolidation
of the Company's ordinary
share capital on a one for
20 basis
"Shareholders" the persons who are registered
as holders of ExistingUnconsolidated
Ordinary Shares
"uncertificated" recorded on the relevant
register of the share or
security concerned as being
held in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"United Kingdom" or the United Kingdom of Great
"UK" Britain and Northern Ireland
"United States" United States of America,
its territories and possessions,
any state of the United
States and the District
of Columbia and all other
areas subject to its jurisdiction
"Vendors" the existing shareholders
of Platinum NanoChem, being
Platinum Energy Global Sdn
Bhd, Rampai Teknologi Sdn
Bhd, Green Ethics and Capital
Sdn Bhd, Asia Bioenergy
Research Sdn Bhd, MSG Commercial
Ltd, Oceanair Environmental
LLC, Plug and Play Technology
Sdn Bhd, Ubud Consortium
Sdn Bhd, Dato' Gan Nyap
Liou @ Gan Nyap Liow, Dato'
Foong Choong Heng, Tan Eng
Wah, Lim Ted Hing, Quek
Siew Hau, Seah Sen Onn,
Tan Sri Dato' Sri Abi Musa
Asa'ari Bin Mohamed Nor,
Dato' Mohd Sallehuddin Bin
Othman, Dato' Jespal Singh
Deol Balbir Singh, Sushil
Singh Sidhu Joginder Singh,
Leung Kok Keong, Fong Tam
Yu, Chan Ka Tsung and Anbananthan
Shanmugam who are selling
the entire share capital
of Platinum NanoChem pursuant
to the Acquisition Agreement
"Zurex" Zurex Corporation Sdn Bhd,
a wholly owned subsidiary
of Biofutures
"Zurex Refinery" the 200,000 TPA palm oil
refinery operated by Zurex
at Lahad Datu, Sabah, East
Malaysia
"EUR" Euros
"GBP" UK pounds sterling
"US$" US dollar
This information is provided by RNS
The company news service from the London Stock Exchange
END
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