EGM Statement
Zareba PLC
18 April 2006
Zareba plc ('Zareba' or 'the Company')
to be renamed Quadrise Fuels International plc
Result of Extraordinary General Meeting
The Board of Zareba is pleased to announce that at the Extraordinary General
Meeting of the Company convened today, the resolutions proposed to approve,
inter alia, the acquisition by the Company of Quadrise International Limited in
a reverse takeover and consolidation of the Company's Shares into New Shares
were all duly passed.
All Shares on the register at the close of trading today, together with the
Initial Placing Shares, Placing Shares and Consideration Shares, will be
consolidated into New Shares.
The Acquisition remains conditional on the admission to trading on AIM of the
Enlarged Share Capital. Application has been made for up to 440,796,863 New
Shares issued pursuant to the Initial Placing, Placing and Acquisition to be
admitted, and up to 20,330,000 New Shares held by existing shareholders to be
re-admitted, to trading on AIM and this is expected to become effective
tomorrow, 19 April 2006.
A resolution was also passed at the EGM to change the Company's name to Quadrise
Fuels International plc was passed and, following re-admission, the shares will
be traded on AIM under the TIDM 'QFI'.
Following admission to AIM of the New Shares issued pursuant to the Acquisition,
certain vendors of Quadrise who are deemed to be acting in concert by the Panel
will have an aggregate holding of 366,534,097 New Shares, representing 79.49 per
cent of the Company's Enlarged Share Capital.
All New Shares may be held in either certificated or uncertificated form (i.e.
in CREST). Where shareholders have elected to hold their New Shares in
uncertificated form, CREST accounts will be credited tomorrow. Otherwise, the
despatch of definitive share certificates (where applicable) for Consideration
Shares, Initial Placing Shares, Placing Shares and New Shares to Existing
Shareholders will take place by 3 May 2006. Prior to the issue of share
certificates, all transfers will be certified by the Registrar.
For the Board of Zareba founder John Woolgar observed, 'My colleagues and I are
delighted that the Quadrise acquisition has now been finalised; we believe that
this transaction and the new management offer existing and incoming shareholders
a real value creation opportunity in a topical and fast-expanding sector.'
For further details please contact:
John Woolgar 07813 818 241 (m)
Zareba plc 01483 890 004 (o)
Ian Williams/Bill Howe 020 7550 4930
Quadrise International Limited
Azhic Basirov 020 7131 4000
Smith & Williamson Corporate Finance
Limited
Victoria Thomas 020 7493 3713
Parkgreen Communications
18 April 2006
DEFINITIONS
The following definitions shall apply throughout this announcement unless the
context otherwise requires:
'Acquisition' the proposed acquisition of Quadrise from the
Vendors by the Company
'Admission' the admission of the Enlarged Share Capital to
trading on AIM becoming effective in accordance
with the AIM Rules
'AIM' the AIM market operated by London Stock Exchange
'Board' or 'Existing the existing directors of the Company, whose names
Directors' are set out on page 4 of the Admission Document
'Company' or 'Zareba' Zareba plc, a company incorporated under the laws
of England and Wales, with Registered No. 5267512
'Consideration Shares' the 3,758,271,417 Shares, or following
Consolidation, the 375,827,136 New Shares to be
allotted to the Vendors on completion of the
Acquisition
'Consolidation' the consolidation of the Shares into New Shares on
the basis of 10 Shares for every New Share
effected by ordinary resolutin of the Company at
the EGM
'CREST' the computerised system for trading securities in
uncertificated form in the UK operated by CRESTCo
Limited
'Enlarged Share the issued share capital of the Company at
Capital' Admission comprising the Existing Shares, the
Consideration Shares, the Initial Placing Shares
and the Placing Shares
'Extraordinary General the extraordinary general meeting of the Company
Meeting' or 'EGM' convened for 3.00pm on 18 April 2006, or any
adjournment thereof, a notice of which accompanied
the Admission Document
'Initial Placing' the conditional placing of the Initial Placing
Shares
'Initial Placing 14,285,713 Shares or, following consolidation
Shares' 1,428,571 New Shares to be issued pursuant to the
Initial Placing
'London Stock Exchange' London Stock Exchange plc
'New Shares' ordinary share of 1p each in the capital of the
Company following the Consolidation
'Panel' the Panel on Takeovers and Mergers
'Placing' the conditional placing of the Placing Shares at
the Placing Price on the terms set out in the
Placing Agreement
'Placing Shares' 633,411,500 Shares or, following Consolidation,
63,341,150 New Shares, to be issued pursuant to
the Placing
'Quadrise' Quadrise International Limited, a company
incorporated under the laws of England and Wales,
with Registered No. 02507321
'Shareholders' holders of Shares, or, following Consolidation,
New Shares
'Shares' ordinary shares of 0.1p each in the capital of the
Company
This information is provided by RNS
The company news service from the London Stock Exchange
REGSFDFIASMSEEL