TIDMQFI

RNS Number : 5121M

Quadrise Fuels International PLC

14 October 2016

NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

14 October 2016

Quadrise Fuels International plc

("Quadrise", "QFI", the "Company" and together with its subsidiaries the "Group")

Open Offer to raise up to approximately GBP1 million

Quadrise Fuels International plc (AIM: QFI) is the emerging supplier of MSAR(R) emulsion technology and fuel, enabling a low-cost alternative to heavy fuel oil (one of the world's largest fuel markets, comprising over 450 million tonnes per annum) in the global shipping, refining, power generation markets.

The Company announced on 12 October 2016 a successful placing of GBP4.25 million and the intention to undertake a non-underwritten open offer to enable Shareholders to participate in a further issue of new equity in the Company at the Issue Price in order to raise up to, approximately, a further GBP1.0 million ("Open Offer").

A circular setting out full details of the Open Offer, including the terms and conditions and details on how to accept the Open Offer, (the "Circular") and an accompanying Application Form (for Qualifying Non-CREST Shareholders) have been posted to Shareholders today.

A copy of the Circular will be made available today on the Company's website at www.quadrisefuels.com.

Open Offer

On announcement of the Placing, the Directors stated that it was appropriate, given the longstanding support that Shareholders, including a large number of individual shareholders, have provided to the Company over an extended period, that existing Shareholders were provided with the opportunity to participate in the further issue of new equity in the Company at the same price as was available to institutional and other investors under the Placing.

Accordingly, the Company is now making the Open Offer to Qualifying Shareholders of up to 10,119,814 New Ordinary Shares of 1p each ("Open Offer Shares") to raise up to, approximately, a further GBP1.0 million at the Issue Price of 10 pence per Open Offer Share on the basis of 1 Open Offer Share for every 80 Existing Ordinary Shares held on the record date, being the close of business on 13 October 2016 (the "Record Date") (the "Open Offer"). The Issue Price represents a discount of approximately 14.0 percent to the closing mid-market price of 11.625 pence per Existing Ordinary Share on 11 October 2016, being the last practicable date prior to the announcement of the Placing and proposed Open Offer.

The Open Offer Shares and the Placing Shares will together represent approximately 6.1 percent of the Enlarged Share Capital (assuming full take up of the Open Offer Shares under the Open Offer).

The Placing and Open Offer is expected to raise total gross proceeds of approximately GBP5.25 million, should the Open Offer be fully subscribed. The terms of the Open Offer are described in the Circular and the Directors currently believe that the funds raised as a result will be sufficient to take the Group to the stage where it is generating net positive cash from continuing operations.

Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request further Open Offer Shares through the Excess Application Facility further described in the Circular. Admission of the Open Offer Shares is expected to take place on 1 November 2016.

In order to maximise the number of Open Offer Shares available under the Open Offer to Qualifying Shareholders, the Directors have confirmed that they and their affiliates will not take up any Ordinary Shares which may have been offered to them as part of the Open Offer and will not subscribe for any Open Offer Shares. The Open Offer Entitlements which could otherwise have been available to the Directors and their affiliates under the Open Offer will be made available to Qualifying Shareholders under the Excess Application Facility.

Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.

The Open Offer is conditional upon:

(i) the Placing and Open Offer Agreement being unconditional in all respects and not having been terminated in accordance with its terms; and

(ii) the admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 1 November 2016.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
Record Date for Open Offer                 6.00 p.m. on 
                                            13 October 2016 
Announcement of the Open Offer             7.00 a.m. on 
                                            14 October 2016 
Publication and posting of the             14 October 2016 
 Circular and Application Form 
Existing Ordinary Shares marked            8.00 a.m. on 
 'ex' by London Stock Exchange              14 October 2016 
Open Offer Entitlements and Excess         as soon as practicable 
 CREST Open Offer Entitlements credited     after 8.00 a.m. 
 to stock accounts in CREST of Qualifying   on 17 October 
 CREST Shareholders                         2016 
Expected time and date First Admission     18 October 2016 
 effective and dealings in Placing 
 Shares commence on AIM 
Expected date for CREST accounts           18 October 2016 
 credited in respect of Placing 
 Shares 
Recommended latest time for requesting     4.30 p.m. on 
 withdrawal of Open Offer Entitlements      24 October 2016 
 and Excess CREST Open Offer Entitlements 
 from CREST 
Latest time for depositing Open            3.00 p.m. on 
 Offer Entitlements and Excess CREST        25 October 2016 
 Open Offer Entitlements into CREST 
Latest time for splitting Application      3.00 p.m. on 
 Forms (to satisfy bona fide market         26 October 2016 
 claims only) 
Latest time and date for receipt           11.00 a.m. on 
 of completed Application Forms             28 October 2016 
 and payment in full under the Open 
 Offer and settlement of relevant 
 CREST instructions (as appropriate) 
Expected date of announcement of           31 October 2016 
 the results of the Open Offer 
Share certificates dispatched for          1 November 2016 
 the Placing Shares by 
Expected time and date Second Admission    1 November 2016 
 effective and dealings in Open 
 Offer Shares commence on AIM 
CREST accounts credited in respect         1 November 2016 
 of Open Offer Shares 
Share certificates dispatched for          15 November 2016 
 the Open Offer Shares by

For further information, please refer to the Company's website at www.quadrisefuels.com or contact:

 
Quadrise Fuels International Plc 
                                       +44 (0)20 7031 
Mike Kirk, Executive Chairman           7321 
Hemant Thanawala, Finance Director 
Jason Miles, Chief Operating Officer 
 
  Nominated Adviser 
Smith & Williamson Corporate Finance 
 Limited 
                                       +44 (0)20 7131 
Dr Azhic Basirov                        4000 
Ben Jeynes 
Katy Birkin 
 
  Broker 
Peel Hunt LLP 
                                       +44 (0)20 7418 
Richard Crichton                        8900 
Ross Allister 
Chris Burrows 
Public & Investor Relations 
FTI Consulting 
                                       +44 (0)20 3727 
Ben Brewerton                           1000

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 14, 2016 02:00 ET (06:00 GMT)

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