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Graphene Nanochem : Proposed Acquisition and Suspension of Trading

11/30/2017 | 02:18am EDT

30 November 2017

Graphene NanoChem PLC

('Graphene NanoChem', the 'Company' or the 'Group')

Proposed Acquisition and Suspension of Trading

Graphene NanoChem (AIM:GRPH), the international provider of nanotechnology performance enhancing solutions for global industries, announces that it is in negotiations for the acquisition of the entire issued share capital of CG TekBuild Pte Ltd (the 'Proposed Acquisition'), a special purpose vehicle set up by Coulter Group Pty Ltd ('Coulter Group'), toconsolidate a portfolio of projects and opportunities undertaken by the Coulter Group in the development, construction, installation and operations of enhanced modular buildings using its innovative modular construction technology for various market segments to provide housing accommodation solutions for residential and commercial villages and townships.

Graphene NanoChem has entered into a heads of agreement ('Heads of Agreement') with the Coulter Group to proceed into detailed negotiations in relation to the Proposed Acquisition. It is intended that the transaction consideration will be by way of new ordinary shares in the capital of the Company. The Proposed Acquisition is subject to, inter alia, due diligence, the execution of a purchase agreement, the publication of an admission document by Graphene NanoChem and shareholders' and regulatory approvals. Further, the Proposed Acquisition is also conditional upon Graphene Nanochem securing conversion of the Group's outstanding long term debt to its primary financier Malaysian Debt Ventures (valued at £18.2 million as at 30 Jun 2017, unaudited) into new equity in the Company prior to or concurrent with the Proposed Acquisition and discussion has been initiated on the proposed conversion. The Group also has overdue outstanding payments of c. £4.6million (as at 30 June 2017, unaudited) to its other bank financier and other creditors and, in accordance with the plan previously announced, is pursuing the settlement of the same through the sale of its non-core assets which is currently ongoing. In the meantime, the Group continues to manage its working capital position prudently in order to continue trading as a going concern.

Pursuant to the terms of the Heads of Agreement, the Coulter Group has provided Graphene NanoChem with a period of initial exclusivity until 8 January 2018, with provisions for extensions.

The directors of Graphene NanoChem believe that combining the Graphene NanoChem and CG TekBuild will advance its application of its graphene application into polymers, specifically in building materials and the deployment of the same into ready-made commercial projects.

Suspension of Trading

If completed, the Proposed Acquisition would constitute a reverse takeover under Rule 14 of the AIM Rules, and in substance, it would also result in a fundamental change in the business of Graphene NanoChem. Accordingly, the trading of its ordinary shares shall be suspended with effect from 7:30am on 30 November 2017, pending the publication of the required AIM Admission Document by Graphene NanoChem or an announcement that the Proposed Acquisition is no longer proceeding.

Whilst negotiations are at an advanced stage, there can be no certainty that the Proposed Acquisition will be concluded successfully and Graphene NanoChem will update the shareholders as the matter progresses.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information:

Graphene NanoChem

Tel: +603 2282 3080

Jespal Deol, Chief Executive Officer

Panmure Gordon (NOMAD and Broker)

Adam James / Tom Salvesen

Tel: +44 (0) 20 7886 2500

Yellow Jersey (PR)

Tel: +44 (0)7544 275 882

Charles Goodwin / Harriet Jackson

About Graphene NanoChem

Graphene Nanochem plc (AIM: GRPH), is an international provider of nanotechnology performance enhancing solutions for global industries. The Group employs nanoprocesses and nanomaterials to design, engineer and enhance the performance of mainstream products for a wide range of industrial applications. It has established two major functional platforms in the energy and water sectors, and the Group, through partnerships with established industry players, is focused on building market opportunities in both sectors whilst continuing its developmental work in other strategic application areas of nanotechnology.

Headquartered in Malaysia, Graphene Nanochem was admitted to the AIM of the London Stock Exchange on 26 March 2013, following the reverse acquisition of Biofutures International plc, and trades under the symbol GRPH.L. To find out more, please visit www.graphenenanochem.com.

Graphene NanoChem plc published this content on 30 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 November 2017 07:16:10 UTC.

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