Graphene Nanochem Regulatory News (GRPH)

30 Nov 2009 15:25



Biofutures International plc

("Biofutures" or the "Company")

Investing Policy

30 November 2009

This announcement clarifies the investing policy of the Company in accordance with the revised AIM Rules for Companies - 1 June 2009 and, in particular, the Notes for Investing Companies - June 2009 (the "Investing Policy").

The directors of the Company confirm that the Investing Policy has not changed materially from the investing strategy approved by shareholders at the extraordinary general meeting of the Company held on 6 June 2008 (save that references to the Zurex Project and the Refinery Project have become redundant following the implementation of that part of the investing strategy).

The full text of the Investing Policy can also be found on the Company's website at www.biofuturesplc.com. It is the intention of the Company to publish the Investing Policy in the Company's annual report and accounts. Any material change to the Investing Policy will be subject to shareholder approval.

The full text of the Investing Policy is as follows:

"The Investing Policy of Biofutures International plc (the "Company") is to invest in or acquire projects, assets, partnerships, joint ventures, businesses or companies (public or private) in Europe, Asia and the Middle East in the energy and utility sectors and their related infrastructures. Acquisitions and investments may be funded with cash, equity, debt or any mixture of the aforementioned.

The board of directors of the Company (the "Directors") and the management team are made up of experienced individuals with diverse backgrounds covering legal, financial, engineering and energy related chemical industries with experience in corporate transactions over a variety of sectors. The Directors will be guided by their experiences in their respective fields of expertise and management skills to identify and investigate investment opportunities and to negotiate acquisitions. Investments and acquisitions will be subject to the relevant legal and financial due diligence being first made and, where necessary, the Company will appoint suitably qualified consultants and market researchers to advise the Directors on the feasibility and risks associated with any potential acquisition or investment. In respect of any acquisitions that the Company may make, the Directors may adopt earn-out structures, with specific performance targets and with suitable metrics applied.

The Company may invest by way of outright acquisition, the acquisition of the assets (including intellectual property) of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange and which may be pre-revenue) and may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights or other financial instruments as the Directors deem appropriate.

The Company may be both an active and a passive investor. The Company intends to be a long-term investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

The Company will consider investment opportunities in Europe, Asia and the Middle East and there is no limit on the number of projects into which the Company may invest nor the proportion of the Company's gross assets that any investment may represent at any time. 

The Directors may offer new shares in the Company by way of consideration instead of or as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, by way of example and without limit, unexpected changes in the economic environment and unforeseen operational problems. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The articles of association of the Company limit the borrowing capacity of the Company and its subsidiaries (the "Group") to 200% of the aggregate of the amount paid up on the issued share capital for the time being of the Company and the amounts standing to the credit of the reserves of the Group (including any share premium account, capital redemption reserve and the amount standing to the credit of the profit and loss account but after deducting any deficit on the profit and loss account). All of the Company's assets will be held in its own name, or through wholly owned subsidiaries.

The Directors may deem it appropriate in future, though nothing is contemplated at present, to seek cross shareholdings in 'partner' companies which have activities of a complementary nature, thereby potentially strengthening trading and other relationships between these 'partner' companies and Biofutures. It would not be the intention of the Directors to seek any such relationship which could result in more than 20% per cent of the Company being held by any single 'partner'. All investments must be approved by the Directors.

The ordinary shares of the Company are traded on AIM market of the London Stock Exchange, which provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to shareholders including dividends, share repurchases, demergers and schemes of arrangement or liquidation.

The Company will provide an update on its investing activities in its audited results for each financial year and its unaudited interim results but otherwise has no current plans to publish any regular estimates of its net asset value or updates on its investments.

Save as set out in this Investing Policy, there are no restrictions on the type of investment that the Company might make nor on the type of opportunity that may be considered by the Company."