Biofutures International plc
30 October 2006
Immediate Release 30 October 2006
Biofutures International plc
Proposed acquisition of Zurex Corporation Sdn. Bhd.
Placing of 44,200,000 Placing Shares at 25p per share
Adoption of Long Term Incentive Plan
Application for admission of Enlarged Share Capital to AIM
Notice of Extraordinary General Meeting
Biofutures International plc ("the Company"), a company established to invest in
or acquire assets, businesses or companies in the renewable fuels industry,
located in Asia and Europe, announces the proposed acquisition of Zurex
Corporation Sdn. Bhd. ("Zurex").
*Proposed acquisition of Zurex, a Malaysian company founded in November
2005 which holds a licence to produce biodiesel derived from palm oil in
*Consideration for the acquisition is the allotment and issue by the
Company to the vendors of 66,670,000 Ordinary Shares, which at a price of
25p per share, values Zurex at approximately #16.67 million
*The size of the site on which, the plant is expected to commence
operations with a capacity of 200,000 tonnes per annum, is large enough to
provide sufficient suitable land to expand the Plant to 1,000,000 tonnes per
*Placing of 44,200,00 Placing Shares,which, at a price of 25p per share to
raise #11,050,000 before expenses
*Utilisation of placing proceeds to acquire the site and to commence
construction of the plant
*Acquisition constitutes a reverse takeover under AIM rules and is
therefore conditional upon Shareholder approval
*Reverse takeover requires cancellation of the Company's shares on AIM and
an application for the enlarged share capital to be admitted to trading on
Commenting on the proposed acquisition and subsequent re-listing of the
Company's shares to trading on AIM, Nicholas Gee, Executive Chairman of
Biofutures International, said:
"Biofutures International was founded and admitted to AIM earlier this year for
the purpose of establishing and investing in businesses within the Asian and
European renewable fuels industries. The acquisition of Zurex, less than six
months after listing on AIM, represents an excellent opportunity for the Company
to commence operating in the substantial renewable energies market and to
fulfill the brief outlined to shareholders at the time of our flotation."
For further information:
Biofutures International plc 0207 4665000
Ruegg & Co Limited 0207 584 3663
Mark Edwards/Suzanne Brocks 0207 466 5000
Copies of theAdmission document will be available to the public free of charge
from the date of this document until the date which is one month after
Admission, from the offices of DLA Piper, at 3 Noble Street, London EC2V 7EE
during normal business hours (Saturdays and Sundays excepted).
ACQUISITION AND PLACING STATISTICS
Consideration Shares to be issued 66,670,000
Gross proceeds raised by the Placing (assuming all
the Placing Shares are issued) #11,050,000
Estimated net proceeds of the Placing receivable by the Company #10,080,000
Placing Shares to be issued 44,200,000
Total number of New Ordinary Shares to be issued 110,870,000
Placing Price 25p
Number of Ordinary Shares in issue immediately following
completion of the Acquisition and the Placing 147,730,000
Percentage of Enlarged Share Capital represented by the
Consideration Shares 45.13%
Percentage of Enlarged Share Capital represented by the Placing Shares 29.92%
Existing Ordinary Shares as a percentage of the Enlarged Share Capital 24.95%
Market capitalisation of the Company at the
Placing Price on Admission #36,932,500
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the admission document 30 October 2006
Latest time and date for receipt of completed Forms of
Proxy for the EGM 11 a.m. on 21 November 2006
Extraordinary General Meeting 11 a.m. on 23 November 2006
Completion of the Acquisition 24 November*2006
Admission effective and expected commencement
of dealings on AIM in the Ordinary Shares 24 November 2006
Expected date for CREST accounts to be credited 24 November 2006
Dispatch of definitive share certificates by no later than 8 December 2006
The Company's shares were suspended from trading on AIM on 1 June 2006 following
press speculation concerning the possible acquisition of a biodiesel plant in
Malaysia. On 28 July 2006, the Company announced that it had entered into a
conditional agreement to acquire Zurex, a Malaysian company formed in November
2005 which holds a license to produce biodiesel derived from palm oil in
Malaysia. Zurex has also entered into a contract with Palm Oil Industrial
Clutter Sabah Sdn. Bhd. ("POIC"), an entity set up to acquire the Site on which
it intends to construct a 200,000 tonnes per annum biodiesel plant.
The Company today announces that it intends, by way of a placing of 44,200,000
Placing Shares, at a price of 25p per share, to raise #11,050,000 before
expenses. The expected net proceeds of the Placing of #10,080,000 will be
applied to acquire the Site and to commence construction of the Plant.
The consideration for the Acquisition is the allotment and issue by the Company
to the Vendors of 66,670,000 Ordinary Shares, credited as paid up at the Placing
Price which values Zurex at approximately #16.67 million.
The Acquisition will constitute a reverse takeover under the AIM Rules and is
therefore conditional (inter alia) upon the approval of Shareholders in a
general meeting. A reverse takeover also involves the cancellation of the
Company's shares from trading on AIM and a new application to be made for the
Enlarged Share Capital to be admitted to trading on AIM.
Following Completion, the Concert Party (all of the shareholders of Zurex) will
be the beneficial owners of 66,670,000 Ordinary Shares in the Company,
representing approximately 45.13 per cent. of the Enlarged Share Capital
(assuming that all of the Placing Shares are issued). Shareholders will also
therefore be asked to vote on a resolution to approve a Waiver by the Panel of
any obligation on the part of members of the Concert Party to make a general
offer to Shareholders under Rule 9 of the Takeover Code arising from the issue
to members of the Concert Party of the Consideration Shares pursuant to the
Information on Biofutures
Biofutures was incorporated on 17 February 2006 and admitted to trading on AIM
on 5 May 2006. Biofutures is an investment company and has been seeking to
establish, invest in or acquire assets, businesses or companies in the Asian and
European renewable fuels industries. As at 29 September 2006 Biofutures had cash
at bank of #2,403,407.
Background to and reasons for the Acquisition and the Placing
Since IPO Admission the Directors have been reviewing various options in line
with the Company's investment and acquisition strategy. The Directors believe
that the Acquisition will allow Shareholders to participate in the Enlarged
Group which combines Zurex's right to acquire the Site and licence to
manufacture palm oil biodiesel, with the Company's ability to access the capital
markets. The proceeds of the Placing together with the Company's existing cash
resources will enable the construction of the Plant to commence. The Directors
believe that the Site can accommodate the construction of further plant taking
the total capacity of the Site up to a capacity of 1 million tonnes of palm oil
biodiesel per annum subject to any consent that may be required.
Biodiesel has been in commercial production in Europe since 1991 and in the
United States since 1998. In this time, it has emerged as a "clean" and
"renewable" alternate fuel that boasts a number of advantages over conventional
mineral diesel and other fuel options:
* renewable fuel, non-toxic and rapidly biodegradable
* produces almost 80 per cent. less lifecycle CO2 emissions than mineral diesel
* helps toward lower particulate exhaust emissions and reduces carcinogenic
* improves lubricity, even in blends with low-sulphur diesel
* higher cetane number than mineral diesel, thus ensuring quick engine start-up
in cold climates
* can be used without modification to the engine
* in a low percentage blend, it can be supplied using the existing fuel supply
infrastructure through standard diesel pump equipment
* Its high flashpoint makes it a safer fuel to handle than any conventional fuel
The European market is currently the most well developed biodiesel market due to
the legislative environment for use of renewable fuels in road transport and the
implied growth this legislation demands. It also has distributor support and
consumer acceptance. Germany, France and Italy are the largest consumer markets
among the Member States of the EU. As such Europe is currently the main target
market. An EU directive of 5.75 per cent. biofuels consumption by 2010 should
push demand from 6 million tonnes to nearly 14 million tonnes per annum in
The Directors believe the rapid development of other geographical markets,
including those in Asia and the USA (the latter intends to raise biofuels use to
4 per cent. by 2012) will continue over the next 18 months. The location of the
Plant in Malaysia offers the Enlarged Group significant advantages in accessing
these alternative markets. Malaysia is the world's largest palm oil producer and
is geographically well-placed for all biodiesel markets in Europe, the USA and
Based on the legislative targets of various countries, global biodiesel demand
is expected by the Directors to at least treble by 2010.
Biodiesel can be produced from a variety of feedstocks including vegetable oils
such as rapeseed oil, sunflower oil, palm oil, soybean oil, coconut oil,
jatropha, tallow and waste cooking oil. In Europe, over 75 per cent. of
biodiesel production volume utilises rapeseed oil as a feedstock. The Enlarged
Group intends to use palm oil which has a far higher yield per acre than any
other current vegetable oil and which is abundant in its proposed area of
operation. However, the Plant will be capable of using other feedstocks, subject
to the Enlarged Group obtaining a variation to the terms of the manufacturing
licence which currently only permits biodiesel to be manufactured from palm oil.
There can be no assurances that such licence will be granted.
Despite the EU 6.5 per cent. import tariff and recent tax changes in Germany,
the European market is still the most commercially attractive due to the
relative prices of palm oil feedstock compared with domestic EU feedstock of
Biodiesel may be utilised in a pure form (B100) or blended with mineral diesel
in a variety of proportions. B5 (a blend containing 5 per cent. biodiesel and 95
per cent. mineral diesel) is commonly supplied in Europe. The Directors and
Proposed Directors anticipate that as the European renewable fuels targets are
raised, the commonly supplied blend ratio is also likely to rise. It is also
anticipated that the end market for most of the palm oil biodiesel produced by
the Plant in the early stage will be sold into the B5 (distribution to all
motorists through high street filling stations) and B5+ (usually for
distribution to centrally fuelled fleets) markets.
In some market segments there is a requirement to deliver biodiesel to European
standard EN14214. Biofutures intends to produce palm oil biodiesel to EN14214
specification with the exception of the cold filter plugging point (CFPP). For
retail blends of B5 biodiesel or below, the CFPP properties of the blend become
indistinguishable from those of the petroleum diesel fuel in the blend. Thus the
blend meets the required diesel specification. In practice most biodiesel is
sold blended with petroleum diesel, typically in B5 and B20 proportions. Such
biodiesel blends have been used in a variety of climates, including extreme
cold, without cold flow problems.
The production of palm oil biodiesel yields glycerine as a by-product equivalent
to approximately 11.7 percent. by volume of biodiesel produced. Glycerine is a
bulk commodity chemical with a wide variety of end uses, primarily in the food,
healthcare and pharmaceutical industries. Historically the glycerine market has
been volatile and is currently experiencing over-supply. The Directors believe
that the demand for glycerine will grow as supply becomes more stable, market
prices fall and it becomes accepted as a substitute for other products such as
sorbitol. However, in view of the currently uncertain nature of the glycerine
market, the Company does not intend to construct a pharmaceutical grade
glycerine distillation unit before the Plant becomes operational. The Company
intends periodically to review the position and will commission a pharmaceutical
grade glycerine distillation unit when it is considered economically justified
to do so.
The net proceeds of the Placing of approximately #10,080,000 and together with
the existing cash resources of #2.4 million will provide sufficient working
capital to the Company for the twelve months following Admission. However, the
Directors and Proposed Directors have estimated that the total cost of
construction of the Plant is #40 million and therefore the Company will need to
obtain additional finance in order to complete the construction of the Plant.
The Directors and Proposed Directors have been in discussions with various
banks. The Directors and Proposed Directors believe that the Company will obtain
bank finance on acceptable terms and they aim to achieve this by early 2007. The
Company will not commit to expenditure beyond its cash resources unless and
until sufficient bank funding is in place to fund fully the construction of the
Plant and working capital requirements during the construction period.
If sufficient bank facilities are not entered into, and other forms of financing
are not found, the Company may decide not to proceed further with the
construction of the Plant and instead to seek, subject to obtaining POIC's
permission, to sell its rights to the development of the Plant to a third party
and to return its remaining cash resources to Shareholders or obtain Shareholder
consent to make an alternative investment.
Estimated project costs including use of proceeds of the Placing
In combination with bank finance and the Company's existing cash reserves, it is
the Directors' current intention to use the proceeds of the Placing as follows:
Purchase of the Site 4.0
Construction contract 6.2
Site buildings and IT 4.0
Process infrastructure 6.0
Construction, engineering and commissioning 1.5
Additional infrastructure relating to POIC 2.3
Working capital 12.0
Biofutures' commercial strategy is to process palm oil (being the lowest cost
pure feedstock) for the production of biodiesel. By selecting a production site
in Malaysia the Directors believe this will achieve both security of palm oil
supplies and geographical accessibility to a choice of key sales markets, namely
the Far East, Europe and the USA. The Site has also been selected for its
location within a developing key palm oil logistic hub with a deep water port.
The Company intends to sell 100 per cent. palm methyl ester (B100 biodiesel) to
wholesalers, blenders or petroleum refiners who will then blend the Company's
biodiesel (and possible other biodiesels) with petroleum diesel to produce
blends such as B5 to the relevant market fuel standard.
The Directors have been in discussions with Lurgi, one of the world's market
leaders in the construction of biodiesel plants, and will deploy proven
technology in the Company's Plant. Regarding construction, commission and
expansion of the Plant, the Company will call on the skills of its experienced
oil industry capital project management team, whilst concurrently building
operations and marketing teams.
The size of the Site, on which the Plant is expected to commence operations with
a capacity of 200,000 tonnes per annum, is large enough to provide sufficient
suitable land to expand the Plant to 1,000,000 tonnes per annum capacity should
demand and economics dictate and subject to obtaining any necessary regulatory
Following Admission, the Company will seek to put in place feedstock supply and
product off-take agreements as market conditions and the approaching Plant
commissioning date dictate. As at the date of Admission, the Company has assumed
no revenue from by-product streams given the recent decline in glycerine prices
and has no current intention to construct a pharmaceutical grade glycerine
Principal Terms of the Acquisition
On 28 July 2006, the Company entered into the Acquisition Agreement with the
Vendors whereby the Company conditionally agreed to acquire the entire issued
share capital of Zurex. Under the terms of the Acquisition Agreement the Company
has agreed to issue and allot, on Completion, the Consideration Shares to the
Vendors credited fully paid at the Placing Price which values Zurex at
approximately #16.67 million. No cash consideration will be paid. The Vendors
have given certain commercial warranties relating to Zurex. The Acquisition is
conditional, inter alia, on the passing of the Resolutions.
Upon Completion, the Proposed Directors (being two of the Vendors) will be
appointed as non-executive directors of the Company.
The Consideration Shares will represent 45.13 per cent. of the Enlarged Share
Capital and will, when issued, rank pari passu in all respects with the other
Ordinary Shares then in issue, including all rights to all dividends and other
distributions declared, made or paid following Admission.
Directors, Proposed Directors and Senior Management
Brief biographical details of the Directors and Proposed Directors are set out
Nicholas Wilding Gee, (aged 43), Executive Chairman
Nicholas Gee graduated with a 1st class honours degree in chemical engineering
from the University of Birmingham, and holds an MBA with distinction from
Warwick Business School. He established Cobalt Blue in June 2004 to pursue
investment opportunities in the oil and gas exploration and production sector,
and in this regard has worked internationally with large and small oil and gas
operating and service companies. Prior to this he held a number of senior roles
in the oil and gas service sector. Between 2000 and 2004 he was Vice President
of Weatherford International, driving substantial growth in their international
sales. He began his career as a petroleum engineer with BP working in oil and
gas exploration and production.
Julie Patricia Pomeroy, (aged 51), Finance Director
Julie Pomeroy graduated with an honours degree in Physics from Birmingham
University. She is a Chartered Accountant and in addition holds tax and treasury
qualifications. Julie was Group Finance Director of Carter & Carter Group plc
until October 2005 having joined in 2002 to help grow and float the business.
She had previously been Chief Financial Officer of Weston Medical Group plc and
prior to this, Julie worked at East Midlands Electricity plc as Director of
Corporate Finance. Since leaving Carter & Carter she has been following a
portfolio finance director career working with growing businesses.
Phillip John Carter, (aged 44), Non-executive Director
Phillip Carter graduated with an honours degree in chemistry from Southampton
University. He founded Carter & Carter Limited in 1992, since which time he has
driven the group's substantial growth, both in the UK and overseas, and has
overseen a number of successful acquisitions and their successful integration.
Carter & Carter Group plc was floated on the Official List of the London Stock
Exchange in February 2005. Prior to establishing Carter & Carter Limited, he
worked in a number of sales and marketing roles at ICI before becoming European
Business Development Manager of the Paints Division of ICI.
Christopher Ronald Price, (aged 45), Non-executive Director and Senior
Christopher Price graduated with an honours degree in accounting and economics
from Southampton University. He qualified as a Chartered Accountant in 1986. He
has considerable experience of managing financial matters within SME's. More
recently, he has worked in senior financial roles within multinational
corporations operating in the IT industry, embracing wide-ranging general
management responsibilities on a pan-European basis. He has occupied his current
position, Finance Director of Epson UK Limited, since 2001, during which time
that company has enjoyed growth in both its home and export markets.
Wong Kai Fatt (aged 41), Non-executive Director
Kai Fatt holds a degree in computer science and a doctorate in pharmacy and
healthcare administration from the University of Louisiana. He is currently on
the board of eAssetManagement SB, Fullerton Investment Ltd, Ethical Plantations
SB, Medi-Flex Ltd and a number of inactive private companies. Prior to this, he
held a number of senior roles in the financial services sector and has published
works in the area of healthcare and equity investment research.
No fee is payable to Wong Kai Fatt for his services as a non-executive director
Wong Kai Fatt is engaged as an executive director of Zurex and is required to
devote all his time and attention to the business of the Company. Mr Kai Fatt is
entitled to an annual gross salary of #30,000.
Lim Kwee Gee (aged 33), Non-executive Director
Kwee Gee holds a degree in computer science from The National University of
Singapore. He is currently on the board of ANC Group Pte Ltd, I-Invest Pte Ltd
and Medi-Flex Ltd. His previous directorships include ECO Water Ltd, Labis
Resources SB and Tropical Interest SB among others. Prior to this, he held a
number of senior analytical roles in the financial services sector.
No fee is payable to Lim Kwee Gee for his services as a non-executive director.
Wayne Rudd (aged 40), Projects Manager
Wayne Rudd is a professional business manager who is currently chief executive
officer and board member of TubeFuse Applications, a Shell Technology Ventures
company. Wayne joined Weatherford International as Vice President in 1999, a
position he held for six years, operating various multi national business units
that underwent growth both organically and via acquisition. Wayne has strong
capital project management experience having previously worked in various
locations around the world on several large capital petroleum projects. He
worked in this capacity for Halliburton, Statoil and Shell having started his
career with NEI Parsons. Wayne acts as a consultant to the Company.
Iain Stewart Anderson Young (aged 47), Commercial Manager
Iain Young graduated with an honours degree in civil engineering from the
University of Glasgow, and holds an MBA from Warwick Business School. Since
2003, he has been investigating biofuels, biodiesel technology, biofuels
feedstock and transport fuel markets. Prior to this he was consultant to the oil
& gas exploration sector in project management and project commercial risk
management. Prior to this he was Managing Director of Allomax Limited, an
engineering consultancy started up to provide oil field development support to
oil companies large and small. He began his career as a petroleum engineer with
BP working in oil and gas exploration and production. Iain has historically
acted as a consultant to the Company, but following Admission, will become an
Yong Khai Weng (aged 35), Operations Manager
Jack Yong graduated with an honours degree in chemical engineering from the
University of Malaya in 1997 and has worked in the palm phytochemicals industry
in Malaysia since. From 2003, he worked as Factory Manager for Supervitamins Sdn
Bhd managing both a phytonutrients extraction plant and a biodiesel plant. Prior
to this he worked as Assistant Production Manager for Carotech Sdn Bhd in the
production, R&D and marketing of phytonutrients and biodiesel.
See Keat Tatt (aged 42) Project Financial Controller
See Keat Tatt graduated from the University of Melbourne, Australia in 1984 and
qualified as a Chartered Accountant in 1988. He has considerable experience
managing financial affairs in the Asia Pacific Region. Most recently he has
worked in senior finance roles within US multinationals in the oilfield services
industry, including Sperry Sun and Weatherford International. His work embraced
wide ranging general and financial management responsibilities on an Asia
Pacific regional basis.
Lock-ins and Orderly Market Arrangements
Immediately following Admission, the Directors and Proposed Directors will be
interested in, in aggregate, 64,487,380 Ordinary Shares, representing
approximately 43.65 per cent. of the Enlarged Share Capital.
The Directors have each undertaken to the Company and Hichens, Harrison, subject
to certain exceptions in accordance with the AIM Rules (including the ability to
accept a take-over offer for the Company or to give irrevocable undertakings to
accept the same), not to and to procure that their persons connected with them
do not dispose or agree to dispose of any Ordinary Shares in which they are
interested at any time before the first anniversary of Admission.
The Lock-In Persons other than the Directors have each undertaken to the Company
and Hichens, Harrison that they will not and shall procure that persons
connected with them will not dispose of or agree to dispose of any interest in
the Ordinary Shares held by them immediately following Admission for a period
ending on the later of 24 months from the date of Admission, or the date on
which the Plant produces not less than 15,000 tonnes of biodiesel per month for
a period of three consecutive months except with the consent of Hichens,
Harrison (which can be withheld at the absolute discretion of Hichens, Harrison)
or in certain limited circumstances (including the ability to accept a take-over
offer for the Company or give an irrevocable undertakings to accept the same).
In addition to the restrictions on the sale of Ordinary Shares described above,
each Lock-In Person has undertaken for the 12 months immediately following the
expiry of their respective lock-in periods to effect and to procure that persons
connected with them effect sales or disposals only through Hichens, Harrison
with a view to maintaining an orderly market in the Ordinary Shares.
Current Trading and Prospects
Since IPO Admission, Biofutures has sought an appropriate acquisition target in
line with its investment strategy,whilst minimising operating expenses. The
Company's strategy is to establish, invest in or acquire assets, businesses or
companies in the Asian and European renewable fuels industries.
The Company at IPO Admission raised #2.9 million net of expenses and since then
has incurred costs of approximately #215,000 in evaluating the project to build
and operate the Plant and has made an interest free loan of #382,000 to Zurex
under the terms of the Acquisition Agreement so that Zurex can make the first
payment under the terms of the Land Acquisition Agreement. In addition, the
Company has made a first payment of 418,200 Euros to Lurgi for materials
required to build the Plant.
Zurex has completed important work in establishing the feasibility of the
project to build, commission and operate the Plant on the Site. The Directors
believe that Zurex is a suitable acquisition for the Company and falls within
the Company's strategy.
The Directors and Proposed Directors expect that the construction of the Plant
will be completed by October 2008. Subject to obtaining the necessary finance,
it is their intention to increase the plant capacity from 200,000 tonnes to 1
million tonnes per annum on the Site but not before the Plant has been
constructed and become fully operational.
Given the potential for growth in the biodiesel and biofuels markets, it is
likely that the market will become increasingly competitive. The Directors
anticipate that the number of biodiesel projects coming to fruition over the
next few years will be substantial.
The main competitive factors in the international biodiesel market are largely
determined by the legislative environment in each geographical market, in
particular, whether the relevant country has implemented a transport fuel tax
regime or imposes production quotas.
The key competitive factors are:
*Quality management: consistent product quality and satisfaction of EN
14214 specifications (being the European biofuels quality specifications set
by the European Committee for Standardisation); and
*Production and delivery costs.
For blended biodiesel, it is not yet clear at what volume of biodiesel
production demand will become saturated, but when that is reached, the Directors
believe that competition will move towards a price based system, given that it
is essentially a commodity product.
In 2008 the UK will introduce its Renewable Transport Fuels Obligations (RTFO)
scheme which the Directors believe will boost European demand as UK refineries
seek to meet their obligations.
The Company will also be affected by local competition at the Lahad Datu site in
Malaysia, as there are other biodiesel producers establishing plants on the POIC
site. Initially the Directors and Proposed Directors believe that the only
competition with these companies will be for certain supplies and trained local
staff. However, as the Company and each of these producers develop their
operations they will be in direct competition with each other and other
participants in the biodiesel production market in Asia, Europe and the USA.
While the Directors and Proposed Directors believe that the anticipated size and
growth of the biodiesel market is sufficient to accommodate a large number of
new producers, they are conscious of the need to exploit the Company's first
mover advantage by securing firm commitments for delivery of biodiesel well in
advance of first production.
The Company intends to use future cash generated from the sale of palm oil
biodiesel, after the Plant has been built and is operational, to expand
production capacity at the Site. Thereafter the Directors and Proposed Directors
intend to commence the payment of dividends when it becomes commercially prudent
to do so, subject to the availability of sufficient distributable profits and
having regard to the need to retain sufficient funds to finance development of
the Enlarged Group's activities.
The City Code on Takeovers and Mergers
The issue of the Consideration Shares to members of the Concert Party gives rise
to certain considerations under the Takeover Code. Brief details of the Takeover
Code and the protections this affords Shareholders are described below.
The Takeover Code is issued and administered by the Panel. The Takeover Code
applies to all takeovers and merger transactions, however effected, where the
offeree company is, inter alia, a listed or unlisted public company resident in
the UK, the Channel Islands or the Isle of Man or falls within certain
categories of private limited companies. Biofutures is such a company and its
Shareholders are entitled to the protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code ("Rule 9"), where any person acquires, whether
by a series of transactions over a period of time or by one specific
transaction, an interest in shares which (taken together with shares in which
persons acting in concert with him are interested) carry 30 per cent. or more of
the voting rights of a company that is subject to the Takeover Code, that person
is normally required by the Panel to make a general offer in cash to the
shareholders of that company to acquire the balance of the equity share capital
of the company at the highest price paid by him or any person acting in concert
with him in the previous 12 months.
The Panel, which has been consulted by Ruegg & Co on behalf of the Company, has
deemed that the six individual shareholders of Zurex, as vendors of a private
company, to be acting in concert for the purposes of the Takeover Code.
Immediately following Admission and Completion, the members of the Concert Party
will be interested in 66,670,000 Ordinary Shares, representing a maximum of
45.13 per cent. of the Enlarged Share Capital.
Following completion of the Acquisition, the members of the Concert Party will
between them be interested in Ordinary Shares carrying 30 per cent. or more of
the Company's voting share capital but will not hold shares carrying more than
50 per cent. of such voting rights and for so long as they continue to be
treated as acting in concert any further increase in that aggregate interest in
Ordinary Shares will be subject to the provisions of Rule 9 of the Takeover
The Directors believe that it is appropriate for the Company to carry out the
Acquisition and the Placing and to issue the Consideration Shares to members of
the Concert Party. However, the Directors would not be prepared to approve the
Acquisition or the Placing in circumstances that would lead to the Concert Party
or any member of it becoming obliged to make a general offer to acquire all of
the Ordinary Shares not held by the Concert Party or such member. It is for this
reason that the Directors have decided to seek the Waiver from the Panel from
the obligation on the Concert Party (or any member of it) to make a general
offer to Shareholders under Rule 9 as a result of the issue to them of the
The Panel has agreed, subject to the Waiver Resolution being passed on a poll by
the Shareholders, to grant the Waiver.
The Waiver is conditional upon the Waiver Resolution being approved by the
holders of the Existing Ordinary Shares, all of whom are independent of the
Concert Party, voting on a poll at the EGM.
Unless the Waiver is approved by Shareholders, the issue to members of the
Concert Party of Consideration Shares would give rise to an obligation on the
Concert Party to make a general offer to all Shareholders under Rule 9 of the
Intentions of the Concert Party
Save for the appointment of the Proposed Directors on Admission, no member of
the Concert Party is proposing any changes to the Board and the members of the
Concert Party have confirmed their intention that, following the issue to them
of the Consideration Shares, the business of the Company would be allowed to
continue in substantially the same manner, with no major changes to the business
and no likely repercussions on employment and locations of the Enlarged Group's
places of business. The members of the Concert Party have also confirmed that
the existing employment rights, including pension rights (where relevant), of
all employees of the Enlarged Group would be maintained.
The Company has conditionally placed a total of 44,200,000 Placing Shares at the
Placing Price, to raise #11,050,000 before expenses of approximately #970,000,
for the Company.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions;
(b) the Placing Agreement becoming unconditional (save for Admission) and not
having been terminated in accordance with its terms prior to Admission; and
(c) Admission having become effective on or before 8.00 a.m. on 24 November 2006
(or such later date as Hichens, Harrison and the Company may agree, not being
later than 7 December 2006).
The Placing is not being underwritten in whole or in part by Hichens, Harrison
or any other party.
The Placing Shares will represent 29.92 per cent.of the Enlarged Share Capital
and will, when issued, rank pari passu in all respects with the other Ordinary
Shares then in issue, including all rights to all dividends and other
distributions declared, made or paid following Admission.
Application will be made for the Enlarged Share Capital to be admitted to
trading on AIM. It is expected that trading in the Enlarged Share Capital will
commence on 24 November 2006.
Long Term Incentive Plan
The Directors propose, subject to Shareholder approval, that the Company adopts
the LTIP to incentivise the Company's Directors and senior management.
The Directors and Proposed Directors recognise the importance of sound corporate
governance and intend to observe the requirements of the Code of Best Practice,
as published by the Committee on Corporate Governance (commonly known as the
"Combined Code") to the extent they consider appropriate in light of the
Company's size, stage of development and resources. Due to the size and nature
of the Company it does not currently comply with all the provisions of the
The Company has an audit committee and a remuneration committee. The members of
the audit committee and the remuneration committee as at the date of this
document are the non-executive directors of the Company namely Phillip Carter
and Christopher Price. Phillip Carter is the chairman of the remuneration
committee and Christopher Price is the chairman of the audit committee. The
constitutions of these committees will remain unchanged post Admission.
In the light of the size of the Board, the Directors and Proposed Directors do
not consider it necessary to establish a nomination committee, however this will
be kept under regular review.
The Company has adopted a model code for dealings in shares by directors and
senior employees which is appropriate for an AIM company. The Directors and
Proposed Directors will comply with Rule 21 of the AIM Rules relating to
directors' dealings and will take all reasonable steps to ensure compliance by
the Enlarged Group's applicable employees.
CREST is a paperless settlement procedure enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by written
instrument. The Articles contain certain provisions concerning the transfer of
shares which are consistent with the transfer of shares in dematerialised form
in CREST under the CREST Regulations. The existing Ordinary Shares are currently
enabled for settlement through CREST. Accordingly, settlement of transactions in
the Ordinary Shares following Admission may take place within the CREST system
if relevant Shareholders so wish. CREST is a voluntary system and holders of
Ordinary Shares who wish to receive and retain share certificates will be able
to do so.
Extraordinary General Meeting
Set out at the end of this document is a notice convening the Extraordinary
General Meeting of the Company to be held at the offices of DLA Piper UK LLP at
3 Noble Street, London EC2V 7EE on 23 November 2006 at which the following
resolutions will be proposed:
* Resolution 1 is an ordinary resolution to increase the authorised share
capital of the Company;
* Resolution 2 is an ordinary resolution to approve the Acquisition for the
purposes of the AIM rules;
* Resolution 3 is an ordinary resolution to approve the waiver of the obligation
under Rule 9 of the Takeover Code by the Panel in respect of the issue of the
Consideration Shares to members of the Concert Party;
* Resolution 4 is an ordinary resolution to authorise the Directors to allot the
Placing Shares, Consideration Shares and a limited number of Ordinary Shares;
* Resolution 5 is an ordinary resolution to approve the Long Term Incentive
* Resolution 6 is a special resolution to authorise the Directors to issue the
Placing Shares and a limited number of Ordinary Shares otherwise than on a
Resolution 3 will be voted on by a poll of Shareholders.
The attention of Shareholders is also drawn to the voting intentions of the
Directors set out in paragraph titled Recommendation below.
The Directors, having been so advised by Ruegg & Co, believe that the Proposals
and the Resolutions are fair and reasonable and in the best interests of the
Company and its Shareholders. Consequently the Directors recommend that
Shareholders vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting as those Directors, who are also Shareholders,
intend to do in respect of their own beneficial holdings of Ordinary Shares and
those of their connected persons which amount, in aggregate, to 16,685,000
Ordinary Shares representing 45.3 per cent. of the Existing Ordinary Shares. In
providing advice to the Directors, Ruegg & Co has taken into account the
Directors' commercial assessments.
INFORMATION ON ZUREX
AND THE SITE
Zurex was incorporated on 29 November 2005 to establish a large scale 200,000
tonnes per annum palm oil biodiesel plant at POIC Lahad Datu, Sabah, Malaysia.
Zurex's strategy is to produce palm oil biodiesel from the abundant feedstock of
refined and crude palm oil in Malaysia and on the sale of palm oil biodiesel to
regional (Asia Pacific) and EU markets. The Enlarged Group anticipates
continuous production of palm oil biodiesel by October 2008.
Location of the Plant
Zurex has paid a non-refundable deposit of RM 2,613,600 (approximately #382,000)
to acquire a 50 acre plot within Phase 1 of POIC's Lahad Datu site. This deposit
was funded through an interest free loan from Biofutures pursuant to the terms
of the Acquisition Agreement.
POIC is developing the Lahad Datu site as part of a federal and local government
long-term initiative which commenced in 2005 to ensure Malaysia retains the
downstream economic value derived from its palm oil crop. Phase 1 of the
development is for the preparation of a 500 acre site planned to be ready for
operations by 2007. Lahad Datu has been designated as the country's third port
of delivery for palm oil futures and is currently the centre of the palm oil
industry in the Sabah province, Borneo. Sabah produces 30 per cent. of Malaysian
palm oil and there are palm oil refineries close to the site. The site is
adjacent to a designated oleo-chemicals handling deep water port, is surrounded
by more than 100 palm oil mills and is home to companies which produce more than
5 million tonnes of palm and palm kernel oil per annum. POIC's remit is to
develop the Lahad Datu site and the surrounding infrastructure to ensure the
establishment and long-term growth of Lahad Datu as the principal palm oil
industrial cluster within the ASEAN region.
The Directors and the Proposed Directors believe that the location of the Plant
at Lahad Datu affords a strong competitive advantage due to its close proximity
to an existing supply of palm oil and a deep water port that can facilitate
further supply as well as large volume export.
The Site affords sufficient space to increase the proposed plant capacity from
200,000 tonnes per year to at least 1 million tonnes per year.
Construction of the Plant
On completion of the Placing and Acquisition Agreement, Zurex aims to complete
its contract negotiations with JJ-Lurgi Engineering Sdn. Bhd. (a 50.0 per cent.
associate company of Lurgi AG) to supply the components for construction of the
Plant. Lurgi has indicated that it expects to be able to commence delivery of
components within 12 months of signing the contract. The Directors and Proposed
Directors believe that Lurgi's quotation for carrying out the works will be
approximately #6.2 million. It is expected that construction of the Plant will
be completed by October 2008.
Lurgi has been building biodiesel plants for over 15 years and is one of the
world's market leaders. It has constructed over 20 plants in Europe, mainly
Germany and more than 25 of its plants are in operation worldwide. Lurgi has
also constructed a plant in Batam Indonesia which uses palm oil.
Licences and approvals
Zurex has obtained the following consents and licences to enable the
construction of the Plant:
(a) a manufacturing licence from the Ministry of International Trade and
(b) a 100 per cent. five year tax exemption from the Malaysian Industrial
Zurex is currently carrying out a compulsory environmental impact assessment for
submission to and approval by the Department of Environment.
Immediately prior to commencement of the construction of the Plant, Zurex will
also be applying to the local authorities for approval for the Plant's building
plan, certificate of fitness for occupation and for other business related
licences which are inappropriate for application at this time. There can be no
assurance that these approvals will be granted.
Infrastructure, energy, water supply and drainage
The Lahad Datu site is expected to be ready for operations in 2007 by which time
the adjacent Lahad Datu port, which has a sheltered harbour of depth reaching in
excess of 12.5 metres, will have been expanded to have more jetty, bulking and
Although there is currently an adequate electricity supply in the region,
interruptions to power supply are not uncommon. Sabah Electricity is in the
process of increasing the power supply to the region, partly in anticipation of
the development of the Lahad Datu site. The Company intends to have its own
power generation facilities at the Site.
Water production capacity in Lahad Datu is 56.0 million litres per day (MLD).
Expansion plans are in place by the local water department to increase output to
meet the projected 2010 demand of 68.0 MLD.
A centralised effluent treatment plant will be constructed by POIC to treat
industrial effluent. The Enlarged Group will build its own water treatment plant
at the Site to meet the standards of the POIC plant.
The existing Lahad Datu Port adjacent to the Site is managed by Sabah Ports
Berhad. It has one of the deepest harbours in Sabah with depths in excess of
12.5 metres less than half a kilometre from shore. Port services include
container handling and dry and bulk cargo handling. While Sabah Ports Berhad has
plans to improve its capacity and facilities, POIC has plans to construct its
own jetty in anticipation of the needs of factories.
Lahad Datu regional airport is serviced by Air Asia.
The Site is accessible by paved internal roads that connect with the main
highway network in Borneo.
Zurex has obtained several letters of intent from suppliers of palm oil in
Sabah, Malaysia and the Directors believe that sufficient palm oil feedstock for
the Plant will be readily available. Palm oil is the lowest cost pure biodiesel
feedstock and is significantly cheaper than rapeseed oil, the principal
biodiesel feedstock used in Europe. It is typically priced around US$200 a tonne
less than rapeseed oil.
Zurex has signed an off-take agreement with Gori & Partners Private Limited for
up to 5,000 tonnes a month of its biodiesel production which equates to 30 per
cent. of planned production.The Directors expect to sign further off-take
agreements before construction of the Plant is completed.
Zurex has been granted "Pioneer Status" offering it tax-free status for a period
of five years from the date of commercial production of palm oil biodiesel from
HISTORICAL FINANCIAL INFORMATION OF ZUREX CORPORATION SDN.BHD.
The financial information on Zurex Corporation Sdn. Bhd. within this section has
been prepared solely for the purpose of the AIM Admission Document of Biofutures
The Directors and Proposed Directors of Biofutures International plc are
responsible for preparing the financial information and the contents of the
document in which it is included.
Principal activities and general information
The company has the objective to engage in the manufacture of palm oil
biodiesel. The company did not commence its business activities during the
period from incorporation to 30 June 2006. The company is a private limited
liability company, incorporated and domiciled in Malaysia. The registered office
of the Company is located at 23B, Room B, Jalan 52/1, 46200 Petaling Jaya,
Selangor Darul Ehsan and the principal place of business is located at Suite
E-06-04, Plaza Mon't Kiara, 2, Jalan kiara, 50480 Kuala Lumpur.
Principal accounting policies
(a) Basis of preparation
The financial information on Zurex Corporation Sdn. Bhd. has been prepared in
accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The financial information has been prepared on the historical cost basis.
It should be noted that accounting estimates and assumptions are used in the
preparation of the financial information. Although these estimates are based on
management's best knowledge of current events and actions, actual results may
ultimately differ from those estimates.
(b) Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses. Depreciation is computed on the straight line basis to
write off cost of property, plant and equipment over their estimated economic
lives. The residual value and the useful life of an asset is reviewed at every
balance sheet date and, if expectations differ from previous estimates, the
change for current and future periods are adjusted.
The principal annual depreciation rate used is as follows:-
Office equipment 20%
The policy for the recognition and measurement of impairment loss is in
accordance with note (d).
(c) Income tax
Income tax on the profit or loss for the period comprises current and deferred
tax. Current tax is the expected amount of income taxes payable in respect of
the taxable profit for the period and is measured using the tax rates that have
been enacted at the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary
differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. In
principle, deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent that it is
probable that the taxable profit will be available against which the deductible
temporary differences and deferred tax asset are recognised for all deductible
temporary differences, unused tax losses and unused tax credits can be utilised.
Deferred tax is not recognised if the temporary differences arise from goodwill
or negative goodwill or from the initial recognition of an asset or liability in
a transaction which is not a business combination and at the time of the
transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the
period when the asset is realized or the liability is settled, based on tax
rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised in the income statement, except when it arises from a
transaction which is recognised directly in equity, in which case the deferred
tax is also charged or credited directly in equity, or when it arises from a
business combination that is an acquisition, in which case the deferred tax is
included in the resulting goodwill or negative goodwill.
(d) Impairment of assets
The carrying value of assets are reviewed for impairment when there is an
indication that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable amounts. The
recoverable amount is the higher of net realisable value and value in use, which
is measured by reference to discounted future cash flows. Recoverable amounts
are estimated for individual assets, or if it is not possible, for the
An impairment loss is charged to the income statement immediately, unless the
asset is carried at revaluation amount in which case, the impairment loss is
treated as a revaluation decrease to the extent of revaluation surplus
previously recognised for the same assets.
Subsequent increase in the recoverable amount of an asset is treated as reversal
of the previous impairment loss and is recognised to the extent of the carrying
amount of the asset that would have determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal is recognised
in the income statement immediately.
(e) Financial instruments
Financial instruments carried on the balance sheet include cash and bank
balances. The particular recognition methods adopted are disclosed in the
individual accounting policy statements associated with each item.
Financial instruments are classified as liabilities or equity in accordance with
the substance of the contractual arrangement. Interest, dividends, gains and
losses relating to a financial instrument classified as liability are reported
as expense or income. Distributions to holders of financial instruments
classified as equity are charged directly to equity. Financial instruments are
offset when the company has legally enforceable right to set off the recognised
amounts and intends either to settle on a net basis, or to realise the asset and
settle the liability simultaneously.
(f) Cash and cash equivalents
Cash and cash equivalents comprise of bank balances. Cash equivalents are highly
liquid investments which are readily convertible to known amounts of cash and
are subject to an insignificant risk of changes in value.
Share capital is determined using the nominal value of shares that have been
Accumulated losses include all current results as disclosed in the income
(h) Financial liabilities
The company's financial liabilities include amounts due to a director.
Financial liabilities are recognised when the company becomes a party to the
contractual agreements of the instrument.
(i) Foreign currencies
Transactions in foreign currencies are translated into Malaysian Ringgits (RM),
the currency in which the company normally reports, at the rates of exchange
ruling at the dates of transactions. Monetary assets and liabilities denominated
in foreign currencies at the balance sheet date are translated into RM at the
rates of exchange ruling at that date. Gains and losses in the period arising on
exchange are dealt with in the income statement.
All amounts in the financial information have been converted into United Kingdom
pounds sterling (#) from Malaysian Ringgits (RM) at the fixed exchange rate of
RM6.68:#1, being the exchange rate at 30 June 2006. No losses or gains have
therefore been recognised on translation.
Income statement for the period from incorporation, 29 November 2005, to 30 June
29 November 2005
Notes to 30 June 2006
Other income 3 15
Administrative expenses (372,046)
Loss before taxation (372,031)
Tax 4 -
Loss for the period from continuing operations (372,031)
Balance sheet as at 30 June 2006
Non current assets
Property, plant and equipment 5 105
Cash and bank balance 3,173
Total assets 3,278
Equity and liabilities
Amount due to a director 6 1,159
Total liabilities 1,159
Share capital 7 374,150
Accumulated losses (372,031)
Total equity attributable to shareholders
of the company 2,119
Total equity and liabilities 3,278
Statement of change in equity
capital losses Total
# # #
Changes in equity for period ended 30
Loss for the period (372,031)(372,031)
________ ________ _______
Total recognised income and expenses for
the period - (372,031)(372,031)
Issue of share capital 374,150 374,150
_______ _______ _______
Balance at 30 June 2006 carried forward 374,150 (372,031) 2,119
====== ======= ======
Cash flow statement from incorporation, 29 November 2005, to 30 June 2006
29 November 2005
Notes to 30 June 2006
Cash flow from operating activities
Loss before taxation (372,031)
Interest income (15)
Operating cash flow before working
capital changes (372,046)
Increase in amounts due to a director 1,159
Net cash used in operating activities (370,887)
Cash flows from investing activities
Interest received 15
Purchase of property, plant and equipment (105)
Net cash used in investing activities (90)
Cash flows from financing activities
Proceeds from issue of ordinary shares 374,150
Net cash generated from financing activity 374,150
Net increase in cash and cash equivalents 3,173
Cash and cash equivalents at 29 November 2005 -
Cash and cash equivalents at 30 June 2006 3,173
Notes to the financial information
1 Segmental Information
(a) Primary reporting format - business segment:
As defined under International Accounting Standard 14 (IAS14), the only material
business segment the company has is the objective to engage in the manufacture
(b) Secondary reporting format - geographical segment:
Under the definitions contained in IAS 14, the only material geographic segments
that the company has operated in during the period is Malaysia.
There was no revenue generated by the company during the period.
3 Other income
Other income in the period represents bank interest received.
29 November 2005
to 30 June 2006
Current and deferred tax -
The charge for the period can be reconciled to the loss per the income statement
29 November 2005
to 30 June 2006
Loss before taxation (372,031)
Tax on loss at UK corporation tax rate of 19% (111,609)
Unrelieved tax losses carried forward 111,609
Total current tax -
5 Property, plant and equipment
As at 29 November 2005 -
As at 30 June 2006 105
Net book value
As at 30 June 2006 105
6 Creditors: amounts falling due within one year
Creditors: amounts falling due within one year represents an amount which is due
to a director which is unsecured, interest free and has no fixed term of
7 Share capital
Ordinary shares of RM1 each
At date 29 November 2005 14,966
Created during the period 733,334
At 30 June 2006 748,300
Issued and fully paid:
Ordinary shares of RM1 each
At 29 November 2005 -
Issued during the period 374,150
At 30 June 2006 374,150
At the date of incorporation the company's authorised share capital was
RM100,000 divided into 100,000 ordinary shares of RM1 each.
On 17 January 2006 the company increased its authorised share capital to
RM5,000,000 by the creation of 4,900,000 ordinary shares of RM1 each.
The fully paid up share capital of the company at its incorporation date was 2
ordinary shares of RM1 each.
On 17 January 2006 the fully paid up share capital was increased by issuing
2,499,998 of RM1 each at par.
8 Employee information
The company has not employed any staff since the date of its incorporation.
9 Financial instruments
The carrying amounts of financial assets and liabilities of the company at the
balance sheet date approximated their fair values.
10 Comparative information
There is no comparative figure for the company as this is the first set of such
financial statements being prepared.
11 Risk management objectives and policies
The company is exposed to a variety of financial risks which result from its
operating. The company risk management is coordinated by the board of directors,
and focuses on actively securing the companies short to medium term cash flows
by minimizing the exposure to financial markets.
(a) Cash flow and fair value interest rate risks
Cash flow is managed by means of ensuring sufficient cash and cash equivalents
are held to support the trading activities of the company. The cash and cash
equivalents are invested such that the maximum available interest rate is
achieved with nominal rate.
The company currently has no financial liabilities with floating interest rates.
The fair value of cash and cash equivalents is considered to be not materially
different to carrying amounts.
This information is provided by RNS
The company news service from the London Stock Exchange