QFI.L Regulatory News (QFI)

18 Apr 2006 15:25

Zareba PLC18 April 2006 Zareba plc ("Zareba" or "the Company") to be renamed Quadrise Fuels International plc Result of Extraordinary General Meeting The Board of Zareba is pleased to announce that at the Extraordinary GeneralMeeting of the Company convened today, the resolutions proposed to approve,inter alia, the acquisition by the Company of Quadrise International Limited ina reverse takeover and consolidation of the Company's Shares into New Shareswere all duly passed. All Shares on the register at the close of trading today, together with theInitial Placing Shares, Placing Shares and Consideration Shares, will beconsolidated into New Shares. The Acquisition remains conditional on the admission to trading on AIM of theEnlarged Share Capital. Application has been made for up to 440,796,863 NewShares issued pursuant to the Initial Placing, Placing and Acquisition to beadmitted, and up to 20,330,000 New Shares held by existing shareholders to bere-admitted, to trading on AIM and this is expected to become effectivetomorrow, 19 April 2006. A resolution was also passed at the EGM to change the Company's name to QuadriseFuels International plc was passed and, following re-admission, the shares willbe traded on AIM under the TIDM "QFI". Following admission to AIM of the New Shares issued pursuant to the Acquisition,certain vendors of Quadrise who are deemed to be acting in concert by the Panelwill have an aggregate holding of 366,534,097 New Shares, representing 79.49 percent of the Company's Enlarged Share Capital. All New Shares may be held in either certificated or uncertificated form (i.e.in CREST). Where shareholders have elected to hold their New Shares inuncertificated form, CREST accounts will be credited tomorrow. Otherwise, thedespatch of definitive share certificates (where applicable) for ConsiderationShares, Initial Placing Shares, Placing Shares and New Shares to ExistingShareholders will take place by 3 May 2006. Prior to the issue of sharecertificates, all transfers will be certified by the Registrar. For the Board of Zareba founder John Woolgar observed, "My colleagues and I aredelighted that the Quadrise acquisition has now been finalised; we believe thatthis transaction and the new management offer existing and incoming shareholdersa real value creation opportunity in a topical and fast-expanding sector." For further details please contact: John Woolgar 07813 818 241 (m)Zareba plc 01483 890 004 (o) Ian Williams/Bill Howe 020 7550 4930Quadrise International Limited Azhic Basirov 020 7131 4000Smith & Williamson Corporate FinanceLimited Victoria Thomas 020 7493 3713Parkgreen Communications 18 April 2006 DEFINITIONS The following definitions shall apply throughout this announcement unless thecontext otherwise requires: "Acquisition" the proposed acquisition of Quadrise from the Vendors by the Company"Admission" the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules"AIM" the AIM market operated by London Stock Exchange"Board" or "Existing the existing directors of the Company, whose namesDirectors" are set out on page 4 of the Admission Document"Company" or "Zareba" Zareba plc, a company incorporated under the laws of England and Wales, with Registered No. 5267512"Consideration Shares" the 3,758,271,417 Shares, or following Consolidation, the 375,827,136 New Shares to be allotted to the Vendors on completion of the Acquisition"Consolidation" the consolidation of the Shares into New Shares on the basis of 10 Shares for every New Share effected by ordinary resolutin of the Company at the EGM"CREST" the computerised system for trading securities in uncertificated form in the UK operated by CRESTCo Limited"Enlarged Share the issued share capital of the Company atCapital" Admission comprising the Existing Shares, the Consideration Shares, the Initial Placing Shares and the Placing Shares"Extraordinary General the extraordinary general meeting of the CompanyMeeting" or "EGM" convened for 3.00pm on 18 April 2006, or any adjournment thereof, a notice of which accompanied the Admission Document"Initial Placing" the conditional placing of the Initial Placing Shares"Initial Placing 14,285,713 Shares or, following consolidationShares" 1,428,571 New Shares to be issued pursuant to the Initial Placing"London Stock Exchange" London Stock Exchange plc"New Shares" ordinary share of 1p each in the capital of the Company following the Consolidation"Panel" the Panel on Takeovers and Mergers"Placing" the conditional placing of the Placing Shares at the Placing Price on the terms set out in the Placing Agreement"Placing Shares" 633,411,500 Shares or, following Consolidation, 63,341,150 New Shares, to be issued pursuant to the Placing"Quadrise" Quadrise International Limited, a company incorporated under the laws of England and Wales, with Registered No. 02507321"Shareholders" holders of Shares, or, following Consolidation, New Shares"Shares" ordinary shares of 0.1p each in the capital of the Company This information is provided by RNS The company news service from the London Stock Exchange