Biofutures International Plc : - Acquisition and Placing

Biofutures International plc

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 and any supplement thereto to be published by the Company (the "Admission Document"). A copy of the Admission Document will be available on the Company's website following publication of the Admission Document.

Biofutures International plc

("Biofutures" or the "Company")

Proposed Acquisition of Platinum NanoChem Sdn. Bhd.

Conditional Placing to raise £32.5 million

Proposed re-admission to trading on AIM as Graphene NanoChem Plc

Publication of Admission Document and Notice of General Meeting

8 March 2013

Biofutures International plc is pleased to announce that, in conjunction with its proposed acquisition of Platinum NanoChem, it has raised £32.5 million (before expenses) through a conditional placing of  23,214,286 Placing Shares at a Placing Price of 140 pence per Placing Sharein order to provide the Enlarged Group with sufficient funds to implement its expansion strategy and for its working capital purposes. The Placing Price and number of Placing Shares reflect the proposed 1 for 20 share consolidation referred to in the Admission Document. The Placing Price of 140 pence is equivalent to 7 pence per Existing Unconsolidated Ordinary Share.

Following completion of the Acquisition and the Placing, the Company will be renamed Graphene NanoChem Plc.

The Admission Document containing formal notice convening the General Meeting, to be held on 25 March 2013, to seek Shareholder approval, inter alia, for the Acquisition, the Placing, the change of name to Graphene NanoChem Plc and the Share Consolidation, is being posted to Shareholders today and will be available on the Company's website, www.biofuturesplc.com.

Highlights

·      Platinum NanoChem is a global nanotechnology company whose established revenue-generating business model is to design, formulate, manufacture and market a range of IP-backed speciality chemicals and advanced materials including Graphene from waste feedstocks.

·      The Directors believe that the Acquisition offers an opportunity to enhance shareholder value and move Biofutures from its current position and considerable exposure to volatile commodity prices into the manufacture of added-value products with higher margins within niche markets.

·      The Enlarged Group will aim to exploit the global megatrend towards sustainability through the supply of waste-based, high-performance, cost-competitive products into global markets and to focus on the opportunities afforded by Graphene-enhancement.

·      Graphene NanoChem will be led by Dato' Jespal Deol, proposed CEO, who will be supported by a strong and experienced management team and staff with significant technical and business expertise, and a successful track record, in relevant industry sectors.

Expected Timetable

Re-commencement of dealings on AIM in the Existing Unconsolidated Ordinary Shares	11 March 2013
Latest time and date for receipt of completed Forms of Proxy for the General Meeting	10.00 a.m. on 21 March 2013
General Meeting	10.00 a.m. on 25 March 2013
Completion of the Acquisition	26 March 2013
Admission effective and expected commencement of dealings on AIM in the Enlarged Share Capital	26 March 2013

Joe Wong, CEO of Biofutures, said:

"The proposed acquisition of Plantinum Nanochem and today's successful fundraising represent a significant opportunity to enhance shareholder value. The Enlarged Group is poised for growth based on its established revenue generating business model and its ability to apply its Graphene production technology to a range of products targeting major markets in the near and longer terms."

Dato' Jespal Deol, CEO of Platinum NanoChem and Proposed CEO of Graphene NanoChem, said:

"We are delighted to be able to offer shareholders the unique opportunity to participate in our growth story as the Enlarged Group. We have a clearly defined strategy to exploit our existing market positions and product portfolio within specialty chemicals, whilst driving our commercialisation strategy for Graphene-enhanced applications in niche markets.

"With the proven experience and expertise of the proposed management team and the funds raised to support this strategy, we look forward to the future with confidence."

For further information:

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

Copies of the Admission Document will be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) at the offices of the Company, Academy House, London Road, Camberley, Surrey GU25 3HL and on the Company's website www.biofuturesplc.com.

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.

No shares in the Company will be publicly offered or distributed in Switzerland. Shares in the Company shall be offered in Switzerland privately only to a select circle of investors without the use of any public means of information or advertisement. Neither this announcement nor the Admission Document constitutes an offer prospectus within the meaning of Art. 652a Swiss Code of Obligations and neither document has been filed with or approved by any Swiss regulatory authority or stock exchange. The shares in the Company will not be registered in Switzerland or listed at any Swiss stock exchange. Neither this announcement nor the Admission Document may be distributed or used in Switzerland without the Company's prior written approval.

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.

Biofutures International plc

("Biofutures" or the "Company")

Proposed Acquisition of Platinum NanoChem Sdn. Bhd.

Conditional Placing to raise £32.5 million

Proposed re-admission to trading on AIM as Graphene NanoChem Plc

Publication of Admission Document and Notice of General Meeting

Introduction

On 10 December 2012, the Company announced that it had entered into a conditional agreement to acquire Platinum NanoChem, a company involved in the development and production of speciality chemicals and advanced nanomaterials. The consideration for the Acquisition will be satisfied through the issuance of the Consideration Shares (representing approximately 72.9 per cent. of the Enlarged Share Capital) to the Vendors.

The Acquisition constitutes a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the approval of Shareholders at a general meeting. Such approval is being sought at the General Meeting which will be held at Academy House, London Road, Camberley, Surrey at 10.00 a.m. on 25 March 2013. A resolution will also be proposed at the General Meeting to consolidate the Company's share capital on a 1 for 20 basis.

In order to provide the Enlarged Group with sufficient funds to implement its expansion strategy and for its working capital purposes, pursuant to the Placing Agreement, Panmure Gordon, as agent for the Company, has conditionally placed 23,214,286 Placing Shares on behalf of the Company at the Placing Price. The Placing Shares will represent approximately 19.9 per cent. of the Enlarged Share Capital and will raise approximately £32.5 million (approximately £30.0 million net of expenses) for the Company. The Placing is underwritten by Panmure Gordon. At the Placing Price, the Company will have a market capitalisation of approximately £163.2 million on Admission.

If the Resolutions are passed at the General Meeting, and the other conditions set out in the Acquisition Agreement and Placing Agreement are satisfied or waived, Admission will occur immediately following the completion of the Acquisition, which is expected to occur on 26 March 2013.

The Existing Unconsolidated Ordinary Shares were suspended from trading on AIM on 10 December 2012 and have remained suspended pending the publication of the Admission Document. It is expected that the Existing Unconsolidated Ordinary Shares will be readmitted to trading on AIM with effect from 7.30 a.m. on 11 March 2013. Trading in the Existing Unconsolidated Ordinary Shares will be cancelled immediately prior to Admission. It is expected that Admission will occur on 26 March 2013.

On Completion of the Acquisition, Tan Sri Abi Musa, Dato' Larry Gan, Alan Cleverly, Dato' Jespal Deol and Sushil Sidhu will join the board of the Company.

In addition, resolutions will be proposed at the General Meeting to change the name of the Company to Graphene NanoChem Plc and to approve the New LTIP and changes to the Articles.

The Directors consider that the acquisition of Platinum NanoChem by the Company is an exciting opportunity and are satisfied that the Acquisition is in the best interest of the Company and Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM to be held at 10.00 a.m. on 25 March 2013. Shareholders should note that the Resolutions (apart from Resolution 6) are inter-conditional upon one another and consequently, if any of Resolutions 1 to 5 or Resolution 7 is not passed, the Acquisition, the Placing and Admission will not occur.

Platinum Group

The Platinum Group is a privately held global nanotechnology company whose business model is to design, formulate, manufacture and market a range of Graphene-enhanced speciality chemicals and advanced materials that demonstrate improved performance characteristics when compared to existing products within the chemicals and materials markets. It has a revenue-generating range of high quality chemical products derived from readily available low-cost wastes from the palm oil industry, alongside an active commercialisation strategy for niche opportunities within the global market for Graphene applications. Its existing portfolio and pipeline of products are based on two core nanotechnology platforms which are protected by a network of patent families, licences and specialist knowledge. The Group's strong and experienced management team has significant technical and business experience and a successful track record.

Graphene is an emerging class of nanomaterial with a wide range of intrinsic properties, from enhanced electrical and thermal conductivity to exceptional mechanical load bearing capacity and performance. This enables the creation of innovative products with the potential to revolutionise a range of industries, including fuels, lubricants, oilfield chemicals, composites, energy generation and storage, electronics and medical devices.

Since inception, the strategy of the Platinum Group has been to build an independent, high-margin, public company, based on proprietary and defensible intellectual property, through the supply of waste-based, high-performance cost-competitive products into global growth markets, with blue-chip international customers and development partners. The Platinum Group selected Malaysia as its base primarily because of an abundant source of palm waste for feedstock, access to the mandated Malaysian biofuels market, government support for high-technology industries and sound economic prospects, both nationally and in the wider South East Asian region. Its planned next stage of development is to use its speciality chemicals business as a solid cash-generating foundation for the Enlarged Group, whilst aiming to maximise the opportunities presented by the Enlarged Group's ability to manufacture Graphene affordably at commercial scale. The New Board has no plans for the Platinum Group to become a volume supplier of Graphene to third parties. It will focus on the development of proprietary applications of Graphene in areas where it believes that it is possible to deploy Graphene-enhanced products in bulk, to provide solutions to pressing problems in large and high-value markets. The Enlarged Group's first Graphene-enhanced products are expected to enter the market in July 2013.

The Platinum Group transitioned from a research and development group focused on technology and product development to a commercial operating group in 2012. Operations are conducted from the Platinum Group's Platinum Nanotek Park located in Senawang, Malaysia which currently houses an 90 million litres per annum speciality chemicals plant and a 1,000 kg per annum Graphene plant. Despite working capital constraints, the Platinum Group's speciality chemicals business generated sales of approximately £16.3 million in the eleven months to 30 November 2012 through sales to, inter alia, blue chip multinational oil and gas companies, including Chevron and Shell.

The New Board believes that Graphene enhancement will drive higher margins for the Enlarged Group's speciality chemicals business. The Platinum Group has a contract to supply its Graphene-enhanced drilling fluids in July 2013 to Scomi Group, the fourth largest drilling fluids supplier globally. The New Board expects to launch a surfactant range of products in 2013, which when coupled with the Platinum Group's planned lightweight Graphene-enhanced proppant, are anticipated to achieve significant inroads into the rapidly growing shale exploration market.

In parallel to its planned 250,000 kg per annum Graphene plant capacity expansion, the Group is developing its advanced nanomaterials business, focusing on engineering plastics, enhanced composites and renewable energy components, addressing markets estimated to reach US$76.8 billion by 2017. In addition, the Platinum Group's strategy of developing a licensing and joint venture business model within other sectors of the substantial addressable markets for Graphene-enabled products, underpinned by the revenue generation and existing infrastructure of the speciality chemicals business, aims to provide the Enlarged Group with growing high-quality revenue streams and increased shareholder value. The Platinum Group has entered into confidentiality agreements with leading multinational companies and aims to convert these into joint ventures, licensing and product development agreements in the near to medium term.

Platinum NanoChem has invested approximately £39 million in developing and building platform nanotechnologies and an asset base that enables production of speciality performance chemicals and advanced nanomaterials through a combined acquisition and development strategy.

The Platinum Group's current products and pipeline are based on two core nanotechnology platforms, namely its SimPlat cavitation and Catalyx nanomaterials processes.

The SimPlat Process is currently applied primarily in the production of high performance esters for various applications, including second generation biofuels, drilling fluids and surfactants for the oil and gas and consumer markets. Products are sold to customers serving large, global markets with significant performance, regulatory and environmental drivers. In addition, owing to the use of low-cost waste as feedstock, some of the issues faced by the producers of first generation biofuels, namely high prices and volatility of food-grade feedstocks and the negative publicity surrounding the use of food for fuel are less relevant to the Platinum Group. The Catalyx Process enables the production of a family of Graphene nanomaterials including nanoplatelets, nanotubes, nanochips and nanofibres with addressable markets in excess of €2 trillion by 2015.

The New Board considers that the Group's innovative approach to its nanomaterial technology platform, a diversified portfolio of products and the broad range of applications for Graphene-enhanced materials,combined with a cash-generative platform of its existing speciality chemicals, provides the Enlarged Group with the opportunity to generate growing revenue streams and shareholder value.

Background to and reasons for the Proposals

The Biofutures Group is focused on the conversion of CPO into refined bleached and deodorised palm oil ("RBDPO") at its 14-acre site in the Palm Oil Industrial Cluster in Lahad Datu, Sabah, East Malaysia. Recent high prices of CPO in Malaysia, particularly in relation to the CPO price in neighbouring Indonesia have impacted Biofutures' prospects severely. This has made the Biofutures Group's key product, RBDPO, uncompetitive in the regional market. Consequently, Biofutures has for some time been considering a variety of options for strengthening the business and improving shareholder value.

The Directors believe that the Acquisition offers an opportunity to enhance shareholder value and move Biofutures from its current position, which suffers from considerable exposure to volatile commodity prices, into the manufacture of added-value products with higher margins. The Directors believe that the Acquisition and subsequent retrofitting of the Biofutures Group's Zurex Refinery with the Platinum Technologies offer Biofutures the opportunity to achieve high levels of growth from diversified sources of revenue whilst diversifying the risks to which the business is subject.

The Zurex Refinery located in the POIC region offers:

(1)  an advantageous location for the expansion of the Platinum Group's speciality chemicals business. The Zurex Refinery is well located to source feedstock from the local region, which includes both East Malaysia and Kalimantan, Indonesia. It is also well placed to access the East Malaysian market for biofuels, which is currently undersupplied owing to a shortage of local production and the cost of transportation from West Malaysia;

(2)  a ready-made asset and infrastructure base, including access to a deep-water port to serve the export markets for the Platinum Group's speciality chemicals business. This is expected to reduce the need for extensive plant construction time and cost, thus accelerating growth of the Platinum Group's business and improving operational efficiency; and

(3)  the benefit of Zurex's existing licences, the acquisition of which can be a time-consuming and costly process.

The New Board believes that the Acquisition and the Placing will result in an enlarged integrated business that has a strong business model, sustainable revenue streams and robust growth prospects in the near and long term and which will effectively de-risk the Biofutures Group's current business operations.

Key Strengths of the Enlarged Group

The New Board believes that the key strengths of the Enlarged Group will include:

·      Technology:A portfolio of integrated technologies, with IP protection, that permit the production of high value chemicals and advanced nanomaterials from readily available and lower-cost feedstocks;

·      Market opportunity:The Enlarged Group's products will target multi-billion dollar global markets with substantial economic and regulatory drivers;

·      Team:A strong and experienced management team and staff with significant technical and business expertise, and a successful track record, in relevant industry sectors;

·      Pipeline and customer base:The Enlarged Group will have substantial existing demand for its portfolio of speciality chemicals from blue-chip multinational customers and an advanced pipeline of uses for the future production of its advanced nanomaterials;

·      Sustainability:The Enlarged Group's products will assist its partners to reduce carbon intensity, reduce waste and reduce water pollution; and

·      Government backing:The Enlarged Group benefits from the support of the Malaysian government, including an equity investment from a Government of Malaysia linked fund, debt facilities provided by two government-backed financial institutions, a government-backed debt guarantee for the proposed Graphene plant expansion, favourable tax structures and subsidised fuel markets.

Principal Terms of the Acquisition

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire the entire issued share capital of Platinum NanoChem from the Vendors for a total consideration to be satisfied by the issue of the Consideration Shares (representing 72.9 per cent. of the Enlarged Share Capital) on Admission.

During the period between the date of the execution of the Acquisition Agreement and Completion, the Majority Vendors undertook to procure and ensure that the Platinum Group carries on its business in the normal and ordinary course in a manner not inconsistent with the Platinum Group's ordinary business practice. The Acquisition Agreement contains customary warranties (subject to customary limitations of liability) and undertakings given by the Vendors in favour of the Company.

Completion of the Acquisition is conditional, inter alia, on the passing of Resolutions 1, 2 and 3 to be set out in the Notice of General Meeting. Subject to the conditions being satisfied or waived, Completion is expected to take place upon Admission.

Share Consolidation

The Company's Existing Unconsolidated Ordinary Shares have a nominal value of £0.01 (1 pence) each. When trading in the Existing Unconsolidated Ordinary Shares was suspended on 10 December 2012, the price of each Existing Unconsolidated Ordinary Share was 3.1 pence. A reorganisation of the Existing Unconsolidated Ordinary Share Capital is proposed whereby each holding of 20 Existing Unconsolidated Ordinary Shares will be consolidated into 1 Consolidated Ordinary Share. Resolution 4 will effect the Share Consolidation.

Holders of fewer than 20 Existing Unconsolidated Ordinary Shares will not be entitled to receive a Consolidated Ordinary Share following the Share Consolidation. Shareholders with a holding in excess of 20 Existing Unconsolidated Ordinary Shares, but which is not exactly divisible by 20, will have their holding of Consolidated Ordinary Shares rounded down to the nearest whole number of Consolidated Ordinary Shares following the Share Consolidation. Fractional entitlements to Consolidated Ordinary Shares will be aggregated and the resulting new Consolidated Ordinary Shares will be sold in the market and the proceeds will be retained for the benefit of the Company.

The Existing Unconsolidated Ordinary Shares have been admitted to CREST. Application will be made for the Enlarged Share Capital to be admitted to CREST, all of which may then be held and transferred by means of CREST. It is expected that the Consolidated Ordinary Shares arising as a result of the Share Consolidation will be credited to the relevant CREST accounts on 26 March 2013.

The record date of the Share Consolidation is 25 March 2013. The rights attaching to the Consolidated Ordinary Shares will be identical in all respects to those of the Existing Unconsolidated Ordinary Shares.

New share certificates will be issued to holders of Existing Unconsolidated Ordinary Shares following the Share Consolidation. Pending the issue of these new share certificates, existing share certificates in respect of Existing Unconsolidated Ordinary Shares existing share certificate(s) will remain valid.

Directors, Proposed Directors and Senior Management

The Board is chaired by Dr Patrick Dennis Howes and comprises Dr ("Joe") Wong Kai Fatt and David John Long Tan Sri Abi Musa, Dato' Larry Gan, Dato' Jespal Deol, Sushil Sidhu and Alan Cleverly will be appointed as directors with effect from Admission. The biographies of the Directors, the Proposed Directors and other proposed members of the senior management of the Enlarged Group are set out in the Admission Document.

Details of the Placing

The Company is seeking to raise £32.5 million (before expenses) by way of the Placing. Pursuant to the Placing Agreement, Panmure Gordon has conditionally placed 23,214,286 Placing Shares with institutional investors on behalf of the Company at the Placing Price. The Placing Shares will represent approximately 19.9 per cent. of the Enlarged Share Capital. On Admission, the Company will have a market capitalisation of approximately £163.2 million based on the Placing Price.

The Placing Shares will be in registered form, will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Unconsolidated Ordinary Shares in issue prior to Admission, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Existing Unconsolidated Ordinary Shares. The Existing Unconsolidated Ordinary Shares were created under the Act and can be issued in certificated or uncertificated form.

In accordance with the AIM Rules, application has been made for admission of the Enlarged Share Capital to trading on AIM in accordance with the Proposals and it is expected that admission of such shares will occur by 26 March 2013.

The Placing Agreement is conditional, inter alia, upon Resolutions 1 to 5 being passed at the General Meeting and Admission becoming effective by 8.00 a.m. on 26 March 2013 or such later date (being no later than 8.00 a.m. on 30 April 2013) as the Company and Panmure Gordon may agree. The Placing is underwritten by Panmure Gordon.

Panmure Gordon has a right to terminate the Placing Agreement prior to Admission in certain circumstances, including a breach of warranty, a material adverse change in the Platinum Group or the Biofutures Group or the occurrence of force majeure.

Use of Proceeds

The net proceeds of the Placing, amounting to approximately £30.0 million, will be used to:

·      increase the capacity of the Platinum Group's existing speciality chemicals plant from 90 to 136 million litres per annum, including for the production of commercial quantities of PlatQuat (£6 million);

·      increase the capacity of the Platinum Group's existing advanced nanomaterials plant from 1,000 to 250,000 kg per annum, through Platinum NanoChem's subscription for further ordinary shares in Platinum Nano G (£6 million);

·      fund technology commercialisation and Graphene applications development efforts (£4 million);

·      increase the size and breadth of the Enlarged Group's intellectual property portfolio (£4 million);

·      support development of joint venture initiatives (£4 million); and

·      fund the Company's general working capital requirements (£6 million).

The New Board believes that the Acquisition, the Placing and Admission of the Enlarged Share Capital to trading on AIM will result in the Enlarged Group having:

·      a fully funded expansion programme;

·      a significantly strengthened balance sheet with sufficient flexibility for further expansion;

·      the increased profile of a public listed company;

·      a significantly improved position when negotiating joint ventures and development efforts; and

·      the ability to issue the Consolidated Ordinary Shares as consideration for potential acquisitions and as a means of incentivising new and existing staff.

Strategy of the Enlarged Group

Since inception, the strategy of the Platinum Group has been to build an independent, high-margin, public company, based on proprietary and defensible intellectual property. The Platinum Group's strategic goals aim to exploit the global megatrend towards sustainability through the supply of waste-based, high-performance, cost-competitive products into global growth markets, with blue-chip international customers and development partners.

With the speciality chemicals business providing a solid foundation for the Enlarged Group, the New Board aims to maximise the opportunities presented by the Enlarged Group's ability to manufacture Graphene affordably at commercial scale. Despite the current scarcity of Graphene, the New Board has no plans for the Enlarged Group to be a volume supplier of Graphene to third parties. Instead, they will focus on the development of proprietary applications of Graphene in areas where they believe that it is possible to deploy Graphene-enhanced products in bulk, to provide solutions to pressing problems in large and high-value markets.

The New Board has identified oilfield chemicals and engineering plastics as being two core areas where enhancement with Graphene offers the possibility of creating products which have the potential to become market leaders in the near to medium term. In particular, they believe that PlatDrill, for offshore drilling, and PlatQuat, especially when allied to the Group's planned Graphene-enhanced proppant, for the growing shale oil & gas exploration market, have the potential to deliver significant high-margin revenue streams.

In order to produce the required volumes of the Group's speciality chemicals and Graphene, the New Board intends to use the proceeds of the Placing to increase the capacity of the Platinum Group's existing speciality chemicals plant from 90 to 136 million litres per annum, including for the production of commercial quantities of PlatQuat and to increase the capacity of the Platinum Group's existing advanced nanomaterials plant from 1,000 to 250,000 kg per annum. The New Board also intends to develop the Zurex Refinery into a pre-treatment plant for a new speciality chemicals plant, with associated Graphene production, in the near to medium term.

Licensing strategy

Outside the core areas of oilfield chemicals and engineering plastics, the Enlarged Group will pursue a licensing model in a number of areas, where the Enlarged Group's supply of Graphene and knowledge in relation to its application are expected to translate into licence agreements. Compared to the pharmaceutical industry (where a licensing strategy has been pursued by many participants for several years), the industries which the Enlarged Group is targeting tend to be characterised by shorter and less costly product development timelines and lower regulatory hurdles prior to product launch.

IP strategy

While the New Board believes that the intellectual property underpinning the Platinum Group's production processes is strongly defensible, there exist a number of opportunities to file patents on applications of Graphene in a number of markets. Using the net proceeds of the Placing, the New Board intends to file a number of patents in key jurisdictions in relation to certain well-understood applications of Graphene nano materials. Much of the patent activity in the area to date has been focused on the high-value and complex applications of Graphene, with Samsung in particular filing a considerable number of patents, particularly in the Advanced Electronics area, from which substantial revenues are unlikely in the near term. Consequently, the Platinum Directors believe that there are considerable opportunities to acquire portfolios of patents in other areas, which, in the absence of commercial quantities of Graphene, are likely to be relatively inexpensive to acquire.

Acquisition strategy

In addition to acquisitions of IP, the New Board has identified a small number of companies whose staff base, IP, knowledge of Graphene applications and/or existing routes into target customers they believe could add substantial value to the Enlarged Group. With the Graphene industry still in its infancy, the New Board believes that such acquisitions will be relatively inexpensive to make, likely to be made principally using the Enlarged Group's shares as consideration and could offer transformative opportunities to the Enlarged Group.

Lock-In and Orderly Market Arrangements

At Admission, the New Board will hold or be interested in, directly and indirectly, an aggregate of 40,416,766 Consolidated Ordinary Shares, representing approximately 34.7 per cent. of the Enlarged Share Capital of the Company.

The Directors, Proposed Directors and the Vendors have agreed not to (and to use all reasonable endeavours to procure that their connected persons do not) dispose of any interest in the Consolidated Ordinary Shares, which they may have on Admission, or subsequently acquire within one year of Admission, comprising in aggregate 73.6 per cent. of the Enlarged Share Capital, for the period of one year following Admission except in certain restricted circumstances. In addition, they have each further agreed that for an additional twelve month period following the first anniversary of Admission, in order to ensure an orderly market in the Company's shares, they shall (and they shall use all reasonable endeavours to procure that their connected parties shall) only dispose of any interest in Consolidated Ordinary Shares in such manner as the Company's broker may reasonably require.

Stoutman Holdings Limited has agreed that for a 24 month period following Admission they shall only dispose of any interest in the Consolidated Ordinary Share in such manner as the Company's broker may reasonably require.

Irrevocable undertakings

The Directors and certain Shareholders (including Henderson Global Investors Limited, Stoutman Holdings Limited and AXA Investment Managers UK Limited) have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting in respect of their beneficial holdings, which amount in aggregate to 76,106,410 Existing Unconsolidated Ordinary Shares representing 45.7 per cent. of the Existing Unconsolidated Ordinary Shares.

General Meeting

Set out at the end of the Admission Document is a notice convening the General Meeting to be held at the offices of the Company at Academy House, London Road, Camberley, Surrey GU15 3HL on 25 March 2013 at 10.00 a.m. at which the Resolutions will be proposed.

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Acquisition"	the proposed acquisition by the Company of Platinum NanoChem as described in the Admission Document, pursuant to the Acquisition Agreement
"Acquisition Agreement"	the conditional agreement dated 10 December 2012 between theCompany and the Vendors relating to the Acquisition (as amended, modified or supplemented from time to time), further details of which are set out in paragraph 8.1 of Part 8 of the Admission Document
"Act"	the Companies Act 2006
"Admission"	admission of the Enlarged Share Capital to trading on AIMbecoming effective in accordance with the AIM Rules
"Admission Document"	the admission document dated 8 March 2013
"AIM"	the AIM market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies, being the rules for companies whosesecurities are admitted to trading on AIM as published by the London Stock Exchange from time to time
"Articles"	the articles of association of the Company as in force at the date ofthis announcement as further described in paragraph 7 of Part 8 of the Admission Document
"Biofutures" or the "Company"	Biofutures International plc, a company registered and incorporated in England and Wales under number 05712979
"Biofutures Group"	the Company and its subsidiaries as at the date of this announcement
"Board"	The board of directors of the Company from time to time
"Completion"	completion of the Acquisition in accordance with the terms of theAcquisition Agreement
"Consideration Shares"	the 85,000,000 Consolidated Ordinary Shares to be issued to theVendors on Completion as consideration under the Acquisition Agreement
"Consolidated Ordinary Shares"	ordinary shares of 20 pence each in the capital of the Company onAdmission following the Share Consolidation
"CREST"	the electronic settlement system to facilitate the holding andtransfer of title to shares in uncertificated form operated by CRESTCo
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
"Daniel Stewart"	Daniel Stewart & Company plc
"Directors"	the existing board of directors of the Company whose names are set out on page 7 of the Admission Document
"Enlarged Share Capital"	the Consolidated Ordinary Shares in issue immediately followingthe Share Consolidation and Admission as enlarged by the issue of the Consideration Shares and the Placing Shares
"Enlarged Group" or "Group"	the Company and its subsidiaries immediately followingCompletion
"Existing Unconsolidated Ordinary Shares"	the ordinary shares of 1 pence each in the capital of the Company in issue as at the date of this announcement and prior to the completion of the Share Consolidation
"Existing Unconsolidated Ordinary Share Capital"	the share capital of the Company as at the date of this announcement
"FSA"	the Financial Services Authority
"FSMA"	the Financial Services and Markets Act 2000, as amended
"GM" or "General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 25 March 2013, notice of which is set out at the end of the Admission Document
"Graphene"	a flat monolayer of carbon atoms tightly packed into a two-dimensional honeycomb lattice, and is a basic building block for graphitic materials of all other dimensionalities. Throughout this announcement Graphene is used as a generic term to describe the Platinum Group's family of graphitic nanomaterials
"IP"	intellectual property
"Lock-In Agreements"	the conditional agreements dated 8 March 2013 between the Company, Daniel Stewart, Panmure Gordon and each of the Lock-In Persons, details of which are set out in paragraph 11 of Part 1 and paragraph 8.5 of Part 8 of the Admission Document
"Lock-In Persons"	Platinum Energy Global Sdn. Bhd., Rampai Teknologi Sdn. Bhd., Green Ethics Capital Sdn. Bhd., Lim Ted Hing, Quek Siew Hau, Chan Ka Tsung, Fong Tham Yu, Seah Sen Onn @ David Seah, Dato' Jespal Deol Balbir Singh, Dato' Mohd Sallehuddin bin Othman, Tan Sri Dato' Sri Abi Musa Asa'ari Bin Mohamed Nor, Anbananthan Shanmugam, Dato' Larry Gan Nyap Liou @ Gan Nyap Liow, Dato' Foong Choong Heng, Sushil Singh Sidhu Joginder Singh, Dr Wong Kai Fatt, David John Long, Dr Patrick Dennis Howes, MSG Commercial, Oceanair Environmental, Cyril Tan Eng Wah, Asia Bioenergy Research, Leung Kok Keong, Ubud Consortium and Plug & Play Technology
"London Stock Exchange"	London Stock Exchange plc
"Majority Vendors"	Platinum Energy Global Sdn. Bhd, Green Ethics Capital Sdn Bhdand Rampai Teknologi Sdn Bhd
"Name Change"	the proposed change of name from Biofutures International plc toGraphene NanoChem Plc, conditional on shareholder approval
"New Board"	the directors of the Enlarged Group as at Admission, being Tan Sri Abi Musa, Dato' Larry Gan, Dato' Jespal, Alan Cleverly, Sushil Sidhu, Dr Wong Kai Fatt, Dr Patrick Dennis Howes and David John Long
"New LTIP"	the new long term incentive plan proposed to be adopted pursuant to the Resolutions, a summary of which is set out in paragraph 9 of Part 8 of the Admission Document
"Panmure Gordon"	Panmure Gordon (UK) Limited
"Placing"	the proposed conditional placing of the Placing Shares at thePlacing Price pursuant to the Placing Agreement
"Placing Agreement"	the placing agreement dated 8 March 2013 entered into between the Company, the Directors, the Proposed Directors, Daniel Stewart and Panmure Gordon relating to the Placing, further details of which can be found in paragraph 8.4 of Part 8 of the Admission Document
"Placing Price"	140 pence per Placing Share issued pursuant to the Placing
"Placing Shares"	the 23,214,286 Consolidated Ordinary Shares to be allotted and issuedpursuant to the Placing
"Platinum Directors"	the board of directors of Platinum NanoChem
"Platinum Group"	Platinum NanoChem, and its subsidiaries, Platinum GreenChemand Platinum Nano G
"Platinum GreenChem"	Platinum Green Chemicals Sdn. Bhd. (formerly known as PlatinumEnergy Sdn Bhd), a company incorporated and registered in Malaysia under the Malaysian Companies Act 1983 with registered number 162740-V, a wholly owned subsidiary of Platinum NanoChem
"Platinum NanoChem"	Platinum NanoChem Sdn. Bhd., a company incorporated andregistered in Malaysia under the Malaysian Companies Act 1983 with registered number 737056-X
"Platinum Nano G"	Platinum Nano G Sdn. Bhd. (formerly known as Gen2 RenewablesSdn Bhd), a company incorporated and registered in Malaysia under the Malaysian Companies Act 1983 with registered number 822309-A, a wholly owned subsidiary of Platinum NanoChem
"Platinum Nanotek Park"	the 9.3 acre site park owned by Platinum GreenChem located inSenawang, Negeri Sembilan, Malaysia
"Platinum Technologies"	the SimPlat Process and the Catalyx Process (see TechnicalGlossary)
"POIC"	means the Malaysian Palm Oil Industrial Cluster located in LahadDatu, Sabah
"Proposals"	the Acquisition, the approval of the New LTIP, the Placing, theShare Consolidation, the proposed amendments to the Articles, Admission and the Name Change
"Proposed Directors"	the proposed directors of the Company to be appointed with effectfrom Admission, being Tan Sri Abi Musa, Dato' Larry Gan, Dato' Jespal Deol, Sushil Sidhu and Alan Cleverly
"Resolutions"	the resolutions contained in the notice of GM set out at the end of the Admission Document
"Share Consolidation"	the proposed consolidation of the Company's ordinary share capital on a one for 20 basis
"Shareholders"	the persons who are registered as holders of ExistingUnconsolidated Ordinary Shares
"uncertificated"	recorded on the relevant register of the share or security concernedas being held in uncertificated form in CREST and title to which, byvirtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States"	United States of America, its territories and possessions, any stateof the United States and the District of Columbia and all other areas subject to its jurisdiction
"Vendors"	the existing shareholders of Platinum NanoChem, being PlatinumEnergy Global Sdn Bhd, Rampai Teknologi Sdn Bhd, Green Ethics and Capital Sdn Bhd, Asia Bioenergy Research Sdn Bhd, MSG Commercial Ltd, Oceanair Environmental LLC, Plug and Play Technology Sdn Bhd, Ubud Consortium Sdn Bhd, Dato' Gan Nyap Liou @ Gan Nyap Liow, Dato' Foong Choong Heng, Tan Eng Wah, Lim Ted Hing, Quek Siew Hau, Seah Sen Onn, Tan Sri Dato' Sri Abi Musa Asa'ari Bin Mohamed Nor, Dato' Mohd Sallehuddin Bin Othman, Dato' Jespal Singh Deol Balbir Singh, Sushil Singh Sidhu Joginder Singh, Leung Kok Keong, Fong Tam Yu, Chan Ka Tsung and Anbananthan Shanmugam who are selling the entire share capital of Platinum NanoChem pursuant to the Acquisition Agreement
"Zurex"	Zurex Corporation Sdn Bhd, a wholly owned subsidiary ofBiofutures
"Zurex Refinery"	the 200,000 TPA palm oil refinery operated by Zurex at LahadDatu, Sabah, East Malaysia
"€"	Euros
"£"	UK pounds sterling
"US$"	US dollar

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