Biofutures International plc Result of General Meeting (7661A)

TIDMBIP

RNS Number : 7661A

Biofutures International plc

25 March 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement is not an admission document. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the final admission document dated 8 March 2013 and published by the Company (and any supplement thereto to be published by the Company) (the "Admission Document"). A copy of the Admission Document is available on the Company's website, www.biofuturesplc.com.

Biofutures International plc

("Biofutures" or the "Company")

Result of General Meeting

25 March 2013

Biofutures is pleased to announce that at the General Meeting held earlier today each of the resolutions set out in the Notice of General Meeting annexed to the Admission Document was duly passed. For further information please view the Admission Document and Notice of General Meeting.

In accordance with the timetable contained within the Admission Document, at 8.00 a.m. on 26 March 2013, it is expected that the Share Consolidation will take effect, the Acquisition will complete and Admission will occur. The Company, which will be renamed Graphene NanoChem Plc today, will trade under the trading symbol GRPH and its ISIN will be GB00B9BBJ076.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Admission Document.

For further information:

 
 Biofutures International     Tel: [phone] 
  Joe Wong, Chief Executive 
  Officer 
 Platinum NanoChem            Tel: [phone] 
  Dato' Jespal Deol, Chief 
  Executive Officer 
 Panmure Gordon (Broker, 
  Sole Bookrunner and NOMAD 
  from Admission)               Tel: [phone] 
  Callum Stewart                Tel: [phone] 
  Tom Nicholson 
 Daniel Stewart (NOMAD        Tel: [phone] 
  until Admission) 
  Paul Shackleton 
 Citigate Dewe Rogerson       Tel: [phone] 
  Ginny Pulbrook 
 

Important notice

This announcement does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company in any jurisdiction. Any such offer, if made, is being made pursuant to the Admission Document.

This announcement (or any part of it) is not to be distributed, reproduced, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations. Any failure to comply with the above restrictions may constitute a violation of the securities laws of any such jurisdiction.

The shares in the Company have not been nor will be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities legislation of any state of the United States of America, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. The shares in the Company have not been nor will be registered under the relevant securities laws of Canada, Australia, the Republic of South Africa or Japan. There will be no offering of shares in the Company in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations.

Daniel Stewart is acting as nominated adviser to the Company up to Admission for the purposes of the AIM Rules. Daniel Stewart, which is authorised and regulated in the United Kingdom in the conduct of investment business by the FSA, is acting exclusively for the Company and no one else in connection with the matters described herein and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Daniel Stewart or for advising any other person on the contents of this announcement or any matter referred to herein. Daniel Stewart's responsibilities as the nominated adviser under the AIM Rules are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or Proposed Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Daniel Stewart is not making any representation or warranty, express or implied, as to the contents of this announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom in the conduct of investment business by the FSA, is acting as nominated adviser to the Company with effect from Admission, broker to the Company in connection with the Proposals and as sole bookrunner to the Company in connection with the Placing and will be acting for no one else in connection with the matters described herein. Panmure Gordon will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for advising any other person on the contents of this announcement or the Proposals. No representation or warranty, express or implied, is made by Panmure Gordon as to the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued). Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by FSMA, no liability whatsoever is accepted by Panmure Gordon for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. Panmure Gordon's responsibilities as the nominated adviser under the AIM Rules are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or Proposed Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Panmure Gordon is not making any representation or warranty, express or implied, as to the contents of this announcement.

This announcement includes "forward-looking statements", which include all statements other than statements of historical facts including, without limitation, those regarding the Enlarged Group's financial position, business strategy, plans and objectives of management for future operations and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "plan", "project", "believes", "estimates", "aims", "intends", "can", "may", "expects", "forecasts", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Enlarged Group's control that could cause the actual results, performance or achievements of the Enlarged Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Enlarged Group's present and future business strategies and the environment in which the Enlarged Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Enlarged Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions in relation to any forward-looking statements contained herein to reflect any change in the Enlarged Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements in this announcement may not occur.

This information is provided by RNS

The company news service from the London Stock Exchange

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