Schedule 1 - Oxford Catalysts Group plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Oxford Catalysts Group PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

115e Milton Park

Oxford OX14 4RZ

COUNTRY OF INCORPORATION:

England & Wales 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.oxfordcatalysts.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Company business:

Oxford Catalysts Group PLC ("Oxford Catalysts"), based in Oxford, UK, is developing and commercialising catalysts primarily for use in the production of clean fuels from both fossil fuels and certain renewable resources, such as biogas. These include applications in the hydro-desulphurisation of crude oil fractions, and in the production of synthetic fuels via the Fischer-Tropsch process. In addition, the Oxford Catalysts' group of companies is aiming to co-develop products incorporating its novel steam production technology for the steam-applications market. Furthermore, the Group is developing catalysts to be used for other applications such as biogas conversion.

Oxford Catalysts is acquiring, via a reverse takeover under Rule 14 of the AIM Rules, the entire issued and to be issued share capital of Velocys, Inc, the recognised world-leader in the design and development of microchannel process technology for the production of synthetic fuels and commodity chemicals.

Velocys, Inc. was formed in 2001 to commercialise microchannel process technology developed by Battelle, (the world's leading independent science and technology organisation), at PNNL, one of the US Department of Energy's national laboratories. Velocys, Inc. owns, or has licences to, the largest microchannel patent portfolio in the world. It is commercialising systems for both FT and methane reforming, two of the key components of the GTL process.

Main country or operation: 

UK and USA (via reverse takeover of Velocys, Inc.)

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Total to be admitted: 59,649,281 ordinary shares of 1p each (of which 8,251,888 have been placed at 125p)

There are no restrictions on the transfer of securities

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£8.2 million (net of expenses)

£74.6 market capitalisation (anticipated)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

65.00%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None other than AIM

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Dr Pierre Jean-Marie Henri Jungels, Chairman

Roy Solomon Lipski, Chief Executive Officer

Susan Mary Robertson, Chief Financial Officer

Jeremy Paul Scudamore, Non-executive Director

Dr Jan Verloop, Non-executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

# Ordinary shares (%) # Ordinary shares (%)

before admission on admission

Battelle Memorial Institute - - 10,442,207 (17.51%)

IP2IPO Limited   7,735,689 (19.07%) 7,735,689 (12.97%)

Pioneer Investments  7,706,958 (18.99%) 9,534,688 (15.98%)

Lansdowne Partners   5,309,586 (13.09%) 10,109,586 (16.95%)

Dr Tiancun Xiao 4,130,500 (10.18%) 4,130,500 (6.92%)

Professor Malcolm Green  3,379,500 (8.33%)  3,379,500 (5.67%)

University of Oxford 2,339,661 (5.77%) 2,339,661 (3.92%)

New Star Asset Management 2,289,368 (5.64%) 2,289,368 (3.84%)

Credit Suisse Securities Europe Limited  2,052,299 (5.06%)   2,052,299 (3.52%)

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

31 December

30 June (interim accounts)

Year end 31 December 2008 to be released by 30 June 2009, half year to 30 June 2009 to be released by 30 September 2009 and year end 31 December 2009 to be released by 30 June 2010

EXPECTED ADMISSION DATE:

20 November 2008

NAME AND ADDRESS OF NOMINATED ADVISER:

KBC Peel Hunt Ltd

111 Old Broad Street

London, EC2N 1PH

NAME AND ADDRESS OF BROKER:

KBC Peel Hunt Ltd

111 Old Broad Street

London EC2N 1PH

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document will be available from www.oxfordcatalysts.com/investors/financial-imformation.html . The admission document contains full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

3 November 2008

NEW/ UPDATE:

New