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FutureFuel Corp (FFU)

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Tuesday 06 May, 2008

FutureFuel Corp

Proposed Cancellation

FutureFuel Corp
06 May 2008

                                FutureFuel Corp.

                       (the 'Company' or 'FutureFuel')


                      Proposed Cancellation of Admission

                                      and

                    Notice of Annual General Meeting (2008)



The Company announces that, subject to shareholder approval, it has decided to
cancel the admission to trading on AIM of the Company's common stock ('Shares')
and warrants ('Warrants') (together the 'Securities').  In accordance with the
AIM  Rules for Companies (the 'AIM Rules'), cancellation of admission of the
Securities ('Cancellation') may take effect no earlier than 20 business days
after today's date.  It is currently anticipated that Cancellation will take
effect from 7:00 a.m. on 13 July 2008.


Under Rule 41 of the AIM Rules, shareholder approval is required for
Cancellation. A proxy statement (the 'Circular'), will be posted shortly to
shareholders of the Company ('Shareholders').  The Circular will give details
of, and seek Shareholder approval for, the proposed Cancellation.  The Circular
will also include further details regarding the Company as required by the
United States Securities and Exchange Commission ('SEC') and a notice of the
Annual Meeting of Shareholders, at which ordinary business will be conducted. 
Separate resolutions will be put to holders of Shares and Warrants for
cancellation of the Shares and Warrants, and holders of Shares and Warrants will
vote separately on each such resolution.


The definitive Circular will be posted to Shareholders of record as of May 15,
2008 and will be available on the Company's website.


Shareholders should not take any action until they have taken the opportunity to
consider the proposals in full, as set out in the definitive Circular posted to
them.  Shareholders are encouraged to read this announcement and the Circular
carefully as Cancellation will affect their rights as a Shareholder.


It is noted that, if Cancellation takes place, the liquidity and marketability
of the Securities may be affected in the manner described below.


Reasons for Cancellation


The Securities were admitted to trading on AIM ('Admission') on 12 July 2006. 
At that time, the Company had been in existence for less than one year and could
not satisfy many of the listing requirements of the larger U.S. or foreign
exchanges and automated dealer quotation systems.  Unlike certain other U.S. and
foreign exchanges, the AIM Rules do not require companies to maintain a minimum
number of publicly traded shares outstanding at any given time, nor do they
require companies to maintain a minimum market capitalisation.


At the time of Admission, the Company agreed to use its reasonable commercial
efforts to maintain its listing on AIM until at least July 12, 2008.  The
Company also agreed to use reasonable commercial efforts promptly upon
effectiveness of its SEC Form 10 Registration Statement to list its Shares on
the American Stock Exchange, the New York Stock Exchange, NASDAQ or a similarly
recognised trading platform in the United States. The Form 10 Registration
Statement became effective on 23 June 2007.


For the reasons set out below, the Board is recommending Cancellation.

(a)        Trading on AIM Has Been Limited.

Since the Securities were admitted to AIM, trading have been very limited. Based
upon information available to the Company, since Admission, there has been a
total of 18 transactions on AIM in which an aggregate 520,838 Shares have traded
(28,935 Shares on average).  However, 455,000 of these Shares were traded by KBC
Peel Hunt Ltd ('KBC'), the broker to the Company and co-placement agent with
respect to the initial offering, on the day following the Company's initial
offering.  Excluding that transaction, there were only 17 transactions in which
65,838 of its Shares have traded (3,873 Shares on average).  Since Admission,
there have been 8 transactions on AIM trading 503,650 of Warrants (62,956
Warrants on average).  Again, 455,000 of these Warrants were traded by KBC on
the day following the initial offering. Excluding that trade, there have been 7
transactions trading 48,650 Warrants (6,950 Warrants on average).  As these
numbers indicate, an effective market has not been created on AIM for the
trading of the Securities.


(b)        Trading in the United States.

Although the Securities are not currently listed or quoted on any exchange in
the United States, CRT Capital Group, LLC ('CRT') (a co-placement agent with
respect to the initial offering) has effected numerous trades of the Securities
since Admission.  The Company has been informed by CRT that,  up to and
including 15 April 2008, they have effected 94 transactions in which 12,877,200
Shares have traded (136,991 on average) and 100 transactions in which 11,811,040
Warrants have traded (118,110 on average).  Because CRT does not trade on an
established market, its trading activity, and the prices at which Securities
trade, are generally unknown to other holders of Securities.


(c)        Listing on a Recognized Trading Platform in the United States.

The following table sets out the minimum shareholder requirement for companies
wishing to list on the American Stock Exchange, the New York Stock Exchange or
NASDAQ.
                                         New York           American              NASDAQ                 NASDAQ

                                      Stock Exchange     Stock Exchange        Global Market         Capital Market
Initial listing requirements                500                400                  400                   300
Continued listing requirements               -                 300                  400                   300


The Company has approximately 100 shareholders and does not currently meet the
listing requirements of any of these exchanges.  Thus, even though the Company
became a public reporting company in the United States during 2007, the Company
cannot list on these exchanges notwithstanding that it agreed to use reasonable
commercial efforts to do so.


(d)        Associated Costs.

The annual cost of maintaining the listing on AIM is approximately $100,000.  In
addition, the Company's auditors are required to review its financial statements
from both an SEC and AIM perspective, and the Company must make announcements on
AIM as well as filings with the SEC on material matters, financial statements
and the like.  These duplicative efforts require additional time of the
Company's management and employees.


(e)        Ability to Trade in the United States.

Under U.S. securities laws at the time of Admission, the Securities that were
sold or acquired on 12 July 2006 could not be re-sold until they had been held
for two years, unless registered with the SEC or unless an exemption from
registration was available.  The relevant U.S. securities laws have subsequently
been revised to reduce the holding period to six months, effective on 15
February 2008.  As a result, these Shares and Warrants (subject, in the case of
warrants, to the qualification discussed below) may be sold by non-affiliates of
the Company, either within or outside the U.S., without restrictions imposed by
U.S. securities laws.  Affiliates of the Company, defined generally as any
person that directly or indirectly controls, is controlled by, or is under
common control with the Company (typically directors, executive officers and
primary shareholders) are limited in the amount and manner in which they may
sell Securities.  Thus, non-affiliates who acquired Securities which were issued
in the initial offering at the time of Admission may generally freely trade
those Securities in the United States.  The Company anticipates that, upon
transfers of Shares, it will agree to remove the restrictive legends currently
on such certificates in connection with the issuance of new certificates as part
of those transferred.  The Company also anticipates that the removal of the
restrictive legends will facilitate the holding of Shares in 'street name' by
banks, brokers and other intermediaries and also will facilitate direct
registration of Shares with the Company (via its transfer agent).  The Board
expects that holders of Securities will be able to trade through CRT once
admission to AIM has been cancelled.  However, there will not be any price
transparency with respect to those trades.


The exercise of the Warrants are subject to certain conditions designed to
ensure compliance with U.S. securities laws.  These conditions include the
provision to the Company of a written certification that the exercising
shareholder is neither within the U.S. nor a U.S. person and that the Warrant is
not being exercised on behalf of a U.S. person, or the provision to the Company
of a written opinion of counsel to the effect that the transfer of the Warrants
and issuance of the Shares upon the exercise of such Warrants have been
registered under the U.S. Securities Act, of 1933, as amended, or are exempt
from registration thereunder.  The Shares issued upon the exercise of a Warrant
generally will be considered restricted securities subject to a six-month
holding period.  In general, a security holder who has not been an affiliate of
the Company for three months may resell these securities without any restriction
after satisfying the six-month holding period, provided that the Company is
current in its SEC filings.  If Shares are issued in certain 'cashless exercise'
transactions, the prior holding period of the Warrants may be 'tacked' to reduce
or eliminate the holding period of the Shares issued upon exercise of the
Warrants.


(f)        Trading in Shares following Cancellation: Over-the-Counter Bulletin
Board Quotations.

The Company has decided to have its Securities quoted on the Over-the-Counter
Bulletin Board ('OTCBB').  The OTCBB is an electronic trading service offered by
the National Association of Security Dealers ('NASD ') that shows real-time
quotes, last-sale prices and volume information for over-the-counter ('OTC')
equity securities.  OTC securities include newer small cap companies, national,
regional and foreign equity issues, warrants, units, American depositary
receipts and direct participation programs.
  OTCBB securities are traded by market makers that enter quotes and execute
trades through a closed computer network, which is accessed through a NASDAQ
workstation.  The benefit of being quoted on the OTCBB is to permit greater
price transparency to investors.


The OTCBB operates as a dealer system.  As a result, all securities being quoted
on the OTCBB must be sponsored by a participating market maker that registers
the security with the NASD OTC Compliance Unit along with the required issuer
information.  Once approved by the Compliance Unit, the market maker will be
notified that it has been registered in the security and may enter a quote and
commence trading.  Only market makers can apply to quote securities on this
service.


The following are the listing requirements of the OTCBB:


•      the issuer of the securities must comply with the reporting requirements
       pursuant to Section 13, 15(d) or 12(g)(2)(B) of the U.S. Securities 
       Exchange Act of 1934, as amended (the 'Exchange Act ');

•      the issuer of the securities must not be a blank check or inactive
       company;

•      the issuer of the securities must have a minimum of 40 stockholders of
       record;

•      a market maker must submit a Form 211 application to the NASD; and

•      the issuer must meet the Sarbanes-Oxley Act Section 302 compliance
       regarding certification requirement.

Since all of the Company's Exchange Act reporting requirements have been
satisfied as of April 2008, it meets all of the listing requirements of the
OTCBB except that a Form 211 to the NASD has not been submitted by a market
maker.  Each of CRT and Empire Financial Group has agreed to act as market maker
and CRT is in the process of preparing the Form 211 for filing with the NASD.
The status of that submission will be updated at the Annual Meeting.  If and
when the Company's securities are approved by the NASD OTC Compliance
Unit, holders of Securities will be able to trade through the OTCBB once
Admission has been cancelled.


Required Vote.

Rule 41 of the AIM Rules states that cancellation of admission of securities to
AIM is conditioned upon the consent of not less than 75% of the votes cast by
the company's shareholders given in a general meeting.  Such 75% test applies to
each class of securities admitted to trading on AIM.  Thus, cancellation of the
admission of the Shares to AIM requires the approval of 75% of the votes cast at
the Annual Meeting by Shareholders in their capacity as such (provided a quorum
is present).  In addition, cancellation of the admission of Warrants to AIM
requires the approval of 75% of the votes cast at the Annual Meeting by Warrant
holders in their capacity as such (provided a quorum is present).


AGM


The Circular will contain a notice convening the 2008 Annual Meeting of
Shareholders of the Company to be held at 8235 Forsyth, 4th Floor, Clayton,
Missouri 63105 at 10:00 am local time on Tuesday 24 June, 2008, at which
resolutions will be proposed to cancel admission of the Securities to AIM as
well as ordinary business of the Company.



Enquiries:
Lee Mikles, CEO           FutureFuel Corp.                                +1 805 565 9800

Matt Goode/               KBC Peel Hunt Ltd (Nominated Adviser and        +44 20 7418 8900
Daniel Harris             Broker)



                      This information is provided by RNS
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