26th Mar 2013 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES 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 (the "Admission Document").
Graphene NanoChem plc
("Graphene NanoChem" or the "Company")
First Day of Dealings
26 March 2013
Graphene NanoChem, the nanotechnology and advanced materials company, is pleased to announce the admission of its enlarged issued share capital to trading on AIM today. Dealings are expected to commence at 8.00 a.m. today. This follows the change in the Company's name from "Biofutures International plc" to "Graphene NanoChem plc", the successful completion of a £32.5 million placing, the completion of the reverse takeover of Platinum NanoChem Sdn. Bhd. by Biofutures International plc, and a 1 for 20 share consolidation of the issued ordinary shares in the Company.
Admission Details
·; The Group's trading symbol is GRPH and the Group's ISIN is GB00B9BBJ076
·; The Placing Price for the Group's ordinary shares was set at 140 pence per Consolidated Ordinary Share
·; Based on this Placing Price, the market capitalisation of the Group following the Placing and at Admission was £163.2m
The Group raised approximately £32.5m from the Placing, before expenses. The Group intends to use the net proceeds of the Placing to:
·; Increase the capacity of the Platinum Group's existing speciality chemicals plant;
·; Increase the capacity of the Platinum Group's existing advanced nanomaterials plant;
·; Fund technology commercialisation and Graphene applications development efforts;
·; Iincrease the size and breadth of the Enlarged Group's intellectual property portfolio;
·; Support development of joint venture initiatives; and
·; Fund the Company's general working capital requirements.
Jespal Deol, Chief Executive Officer of Graphene NanoChem, commented: "I am very pleased with the success of the Placing and the Acquisition and am delighted to welcome our new institutional shareholders. The proceeds of the Placing will allow Graphene NanoChem to capitalise on the significant demand for our Speciality Chemicals and the numerous opportunities for Graphene enhanced products."
Capitalised terms and expressions used in this announcement shall have the same meanings as those attributed to them in the admission document dated 8 March 2013.
Panmure Gordon (UK) Limited is Nominated Adviser and Broker to the Company.
The change to the Company's website address, the changes to Company's significant shareholders and the appointments of new directors of the Company, as set out in the Admission Document published by the Company on 8 March 2013, are also now effective. A copy of the Admission Document can be found at the Company's website at www.graphenenanochem.com.
The Company has a total of 116,536,536 ordinary shares in issue, each carrying the right to one vote. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Services Authority's Disclosure and Transparency Rules. The Company does not hold any ordinary shares in Treasury.
For further information:
Graphene NanoChem Jespal Deol, Chief Executive Officer
| Tel: +603 2282 3080 |
Panmure Gordon (NOMAD and Broker) Callum Stewart Tom Nicholson
|
Tel: +44(0) 20 7886 2500 Tel: +65 8614 7553 |
Citigate Dewe Rogerson Ginny Pulbrook
| Tel: +44(0) 20 7638 9571 |
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.
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.
Related Shares:
Graphene Nanochem