Graphene Nanochem Regulatory News (GRPH)

23 Nov 2006 13:43

Biofutures International plc23 November 2006 Immediate Release 23 November 2006 Biofutures International Plc ("Biofutures International" or "Company") Result of Extraordinary General Meeting ('EGM') The Board of Biofutures International Plc is pleased to announce that at an EGMheld at 11.00 a.m. today, all resolutions proposed for consideration wereunanimously passed. The Company announced on 30 October 2006 that it had entered into an agreementto acquire the entire issued share capital of Zurex Corporation Sdn. Bhd.('Zurex') and that it was raising GBP11.05 million (before expenses) through theissue of 44,200,000 new ordinary shares (the 'Placing Shares') at 25p per share.The net proceeds of the placing will be applied to acquire a 50 acre plot ofland at Lahad Datu, Sabah, Malaysia (the "Site") and to commence construction ofa 200,000 tonnes per annum plant for the production of palm oil biodiesel on theSite. The consideration for the acquisition is being satisfied by the allotmentand issue of 66,670,000 new Ordinary Shares in the Company (the 'ConsiderationShares'). The resolutions which have been passed today included an ordinary resolution toapprove a waiver by the Panel on Takeovers and Mergers of the obligation of theConcert Party (which comprises the vendors of Zurex) to make a general offer forthe issued share capital of Biofutures International Plc under Rule 9 of theCity Code on Takeovers and Mergers, which would otherwise arise as a result ofthe Consideration Shares being issued to the Concert Party. Following Admissionthe Concert Party will be interested in 66,670,000 ordinary shares in thecapital of the Company representing 45.13 per cent of the enlarged sharecapital. None of the members of the Concert Party have been granted anyconvertible securities, options or securities with subscription rights otherthan the Consideration Shares. The maximum controlling position of the ConcertParty therefore remains at 45.13 per cent.. Further details of the Concert Partyand the waiver are set out in the admission document published by the Company on30 October 2006 (the "Admission Document"). Wong Kai Fatt, and Lim Kwee Gee, have been appointed to the Board with effectfrom admission. Application has been made for the enlarged issued share capital of the Companyincluding the Placing Shares and Consideration Shares, to be re-admitted totrading on AIM. It is expected that Admission will become effective and dealingswill commence in the enlarged issued share capital on 24 November 2006. Thenumber of ordinary shares in issue following admission will be 147,730,000. Further details of the acquisition, the Placing, the Concert Party and the othermatters approved at the EGM are set out in the Admission Document.Information required by Schedule 2(g) of the AIM Rules: The information on the newly appointed directors required to be disclosed by theAIM Rules was set out in the Company's admission document dated 30 October 2006and there have been no changes to this information subsequent to this date. For further information please contact: Nicholas Gee: Executive ChairmanBiofutures International Plc 020 7466 5000 Joseph Marffy/Roxane MarffyRuegg & Co Limited 020 7584 3663 Daniel BriggsHichens Harrison & Co plc 020 7382 7776 Buchanan CommunicationsMark Edwards/Suzanne Brocks 0207 466 5000 This information is provided by RNS The company news service from the London Stock Exchange