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RNS Number : 9101U
Biofutures International plc
20 May 2008
For Immediate Release 20 May
2008
Biofutures International plc
('Biofutures' or the 'Company')
Notice of Extraordinary General Meeting ('EGM')
Biofutures today announces that it has sent a circular to its shareholders
('Shareholders') containing a notice of an EGM to be held at the offices of
Stephenson Harwood, One St Paul's Churchyard, London EC4M 8SH at 11.00 a.m. on 6
June 2008.
At this EGM, the board of Biofutures ('Board' or 'Directors') propose to seek
Shareholder approval to two ordinary resolutions.
1. To approve the cancellation of the agreement made by the Directors in the
document sent to
Shareholders seeking, inter alia, the approval for the acquisition of Zurex
Corporation Sdn. Bhd
('Zurex'), dated 30 October 2006, to the effect that if sufficient bank
facilities were not entered into,
and other forms of financing could not be found, the Company may decide not to
proceed further with
the construction of the palm oil biodiesel plant ('Zurex Project') and instead
seek, subject to obtaining
POIC's permission, to sell its rights to the development of the palm oil
biodiesel plant to a third party
and to return its remaining cash resources to Shareholders or obtain Shareholder
consent to make an
alternative investment ('Restrictive Agreement').
The Restrictive Agreement prevents the Directors from making other investments,
in the event that the Directors decide not to proceed with the construction of
the Zurex Project, without, inter alia, first seeking Shareholders' approval to
re-invest
Shareholders' funds as opposed to winding up the Company and returning any funds
from the termination of the Zurex Project to Shareholders. Without this ability
to make other investments (which includes the ability to invest in the Refinery
Project,
detailed below) the Directors are prevented from expanding the Company's
business unless the Zurex Project is first terminated, which the Directors do
not believe to be in the best interests of Shareholders at this time.
2. To approve the investing strategy, which is
'to continue to review the Zurex Project including potentially re-engineering
the project into the Refinery Project which, through the addition of a plant
module could be expanded into a palm oil biodiesel plant should the production
of palm oil
biodiesel become economically feasible and / or 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 ('Investing Strategy')'
and therefore the reclassification of Biofutures from a trading company to an
Investing Company, as defined by the AIM Rules for Companies.
Zurex, a wholly owned subsidiary of Biofutures which acts as a holding company,
was incorporated in Malaysia to establish a 200,000 tonnes per annum palm oil
biodiesel plant at POIC Lahad Datu, Sabah, Malaysia. Zurex's strategy was to
produce palm oil
biodiesel from the feedstock of refined and crude palm oil in Malaysia and to
sell the palm oil biodiesel produced.
Having completed the review of the Zurex Project the Directors believe that the
Zurex Project, as currently defined, is no longer economically viable. However,
having considered the global trend which shows an increased demand for palm oil
and the
resultant rise in prices, the Directors consider it a viable option (as part of
the re-engineering exercise) to consider the refining of palm oil (through the
Refinery Project) while retaining the flexibility to consider the production of
palm oil
biodiesel should economic circumstances permit in the future.
The refining of palm oil requires similar technologies to that which would have
been utilised in the pre-treatment stage of the palm oil biodiesel plant under
the Zurex Project, and thus the pre-treatment plant can be redesigned to become
a palm oil
refinery. If commissioned, the plant will initially be built as a palm oil
refining plant and if a palm oil biodiesel plant becomes economically feasible,
a trans-esterification module and associated ancillary equipment could be added
to the Refinery
Project to enable the production of palm oil biodiesel.
Once all necessary approvals are obtained and the Directors are satisfied on the
feasibility of the Refinery Project they intend to utilise available funds to
commission the Refinery Project and to maximize the use of existing assets that
have been
acquired and paid for by the Company without raising additional funds for
capital expenditure. Working capital facilities will however be required to
finance the Refinery Project in the initial period of its operations. The
Directors believe that by using
the 14 acres of land and the equipment that has been acquired to date, the value
in the initial investment cost can be optimised and losses kept to the minimum.
For the six months ended 30 June 2007 losses attributable to the Zurex Project
were £0.11 million and the total asset value relating to the Zurex Project was
£20.73 million. For the same period the Group (Biofutures and Zurex)
made losses of £0.45 million and had total assets of £29.41 million, of which
£8.65 million was cash. As at 30 April 2008 available cash was £8.17 million.
In order to be in a position to increase Shareholder value the Board are seeking
Shareholders' approval to consider the refining of palm oil while retaining the
flexibility to produce biodioesel should economic circumstances permit. In
addition, the
Board would like Shareholders' approval to invest in other businesses and
investments when opportunities arise in line with their proposed Investing
Strategy.
Although the Directors believe that Biofutures could exist in its current form
for the foreseeable future, by maximising interest income and minimising
expenditure, without either making an investment or returning funds to
Shareholders, the Directors
would like to persue an active strategy of investment. The Directors intend that
Biofutures makes at least one investment in the next twelve months, which could
be an investment into the Refinery Project.
The members of the Board and its 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 in implementing the Investing
Strategy. 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.
The Investing Strategy, if approved, will guide the future direction of
Biofutures which at present is unclear to Shareholders due to the uncertainty
regarding the viability and direction of the Zurex Project. If Shareholders'
approval is obtained in
relation to the Investing Strategy, Biofutures will be reclassified from a
trading company to an Investing Company, as defined by the AIM Rules for
Companies, with Zurex being one of Biofutures' existing investments. This
reclassification will be viewed
as a fundamental change of business and as an Investing Company Biofutures will
therefore have to make an acquisition or acquisitions which constitute a reverse
takeover under the AIM Rules for Companies or otherwise implement its Investing
Strategy to
the satisfaction of the London Stock Exchange within twelve months of having
received the consent of Shareholders at the EGM. If this does not occur, trading
in the Company's Ordinary Shares will be suspended.
For further information please contact:
Julie Pomeroy, Finance Director
Biofutures International Plc 0117 920 0092
Emily Morgan
Blomfield Corporate Finance 01275 871 717
Paul Vann
Winningtons Financial PR 0117 920 0092
This information is provided by RNS
The company news service from the London Stock Exchange
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