1. INTRODUCTION
The Board of Directors of Asia Bioenergy Technologies Berhad (“ABT” or “the Company”) wishes to announce that its wholly owned subsidiary, Asiabio Capital Sdn Bhd (“ACSB”) that is principally involved in the trading of marketable securities has over the past twelve (12) months disposed off in aggregate 1,160,936 ordinary shares of in Graphene Nanochem Plc (“GN”) for an aggregated sum of RM3.74 million (“GN Consideration”) in cash and in exchange for 416.9409 units of the Bridge Global Growth Fund (“BGGF”) valued at USD416,940.90 or RM1.36 million based on the exchange rate of RM3.262:USD1.00 on 6 October 2014, being the date of the swap (hereinafter referred to as the “Divestment in GN / Investment in BGGF”).
2. DETAILS OF THE DIVESTMENT IN GN / INVESTMENT IN BGGF
2.1 Information of GN
GN is a public listed company listed on the AIM Market of London Stock Exchange. GN is a global nanotechnology company that designs, formulates, manufactures and markets a range of speciality chemicals and advanced materials.
Based on the latest audited accounts of GN as at 31 December 2013, its net profit attributable to assets for the year ended and net assets are USD3.67 billion and USD45.89 billion respectively.
2.2 Information on BGGF
BGGF is an unquoted fund managed by Bridge Global Absolute Return Fund (“BGARF”), a Segregated Portfolio Company based in the Cayman Islands, whose objective is to deliver an absolute return for investors using a multi-portfolio investment approach.
2.3 Basis of Arriving At the GN Consideration
The GN Consideration was derived from the sale of the GN shares in the open market between 17 June 2014 and 2 October 2014 and the exchange of 387,933 GN shares for 416.9409 BGGF units based on the traded price of GN shares on 6 October 2014 of GBP0.6959 or RM3.51 based on the exchange rate of RM5.0438:GBP1.00 on 6 October 2014.
2.4 Utilisation of Proceeds
The cash proceeds amounting to RM2.38 million from the Divestment in GN / Investment in BGGF will be channeled back to ABT’s technology incubator funds which will be used for future investments in a three (3) year timeframe.
2.5 Liabilities to be Assumed
There are no liabilities, including contingent liabilities and guarantees to be assumed by ABT, arising from the Divestment in GN / Investment in BGGF.
2.6 Original Cost and Date of Investment
Part of the GN shares disposed by ACSB was acquired upon the completion of the disposal of 1,143,434 ordinary shares of RM1.00 each in Platinum Nanochem Sdn Bhd (“PNSB”) (representing 1.56% of the equity interest in PNSB) by ABT to Biofutures International Plc (presently known as GN), which was announced by the Company on 26 March 2013, in exchange for 21,018,714 GN shares of 1 pence each that was later consolidated in 1,050,936 GN shares of 20 pence each.
The original cost of investment for the PNSB shares held by ABT is RM0.19 million made on 30 June 2012. The disposal of the PNSB shares for the GN shares resulted in ABT Group realizing a gain on disposal of RM4,463,446 for the financial year ended 31 January 2014.
Subsequently further acquisitions of GN shares were made via the open market on 13 September 2014 and 25 September 2014 for a consideration amount of RM0.35 million.
3. RATIONALE FOR THE DIVESTMENT IN GN / INVESTMENT IN BGGF
The Divestment in GN / Investment in BGGF is part of ABT Group’s decision to recoup back its investments in GN, having held that investment since 2013 and reinvestment into the BGGF units that is being managed by BGARF.
4. RISK FACTORS
Save for the normal market and global economic risk, the Board of Directors of ABT is not aware of any other risk factors which may arise as a result of the Divestment in GN / Investment in BGGF.
5. FINANCIAL EFFECTS
The Divestment in GN / Investment in BGGF is not expected to have any material effect on the dividend policy, gearing, share capital and the substantial shareholders’ shareholdings of ABT for the financial year ended 31 January 2015.
The Divestment in GN / Investment in BGGF is expected to result in ABT Group recording a loss of RM2.63 million based on the latest book value as adjusted for changes in fair value, for the financial year ended 31 January 2015, which translates to a decrease in earnings per share of approximately 0.003 sen.
6. APPROVAL REQUIRED
The Divestment in GN / Investment in BGGF is not subject to the approval of the shareholders of the Company or any regulatory authorities.
7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the Directors and/or substantial shareholders and/or any person connected to the Directors and/or substantial shareholders of ABT has any interest, either direct or indirect in the Divestment in GN / Investment in BGGF.
8. DIRECTORS’ STATEMENT
The Board of Directors of ABT having considered all aspects of the Divestment in GN / Investment in BGGF is of the opinion that it is in the best interest of the ABT Group.
9. PERCENTAGE RATIO
The highest percentage ratio applicable to the Divestment in GN / Investment in BGGF pursuant to Rule 10.02 of the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market is 5.76% based on the latest audited financial statements of ABT as at 31 January 2014, adjusting for the completed Rights Issue with Warrants of ABT on 28 April 2014 and GN as at 31 December 2013.
This announcement is dated 17 March 2015.