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Ceramic Fuel Cells calls EGM for fundraising and AIM listing

Publication Date:22-December-2005
7:00 PM US Eastern Timezone
Source:FuelCellWorks

Ceramic Fuel Cells Limited (ASX code CFU) has today called an Extraordinary General Meeting (EGM) of shareholders to be held on Wednesday, 1 February 2006, to obtain approval to place shares for its planned secondary raising in connection with its AIM dual listing.

Update on AIM Listing

As shareholders were advised at the recent Annual General Meeting (AGM), one of the Company's current goals is to implement a dual listing on the AIM Market of the London Stock Exchange.

Funds raised through this secondary raising will be used to fund the Company's commercialisation plans including to:

advance its commercialisation and technology development activities
build a European specialist ceramic powder plant
fund the equity component of a European volume fuel cell stack manufacturing plant
invest in research and development facilities at the Company's current manufacturing plant
redeem the Convertible Notes issued by the Company in August 2005
provide additional working capital.

Rationale for EGM and benefits to shareholders

At the AGM, the Company advised its intention to conduct the secondary raising by way of a rights issue to existing shareholders, with the shortfall then placed to sophisticated investors and institutions in the UK and Europe identified by Libertas Capital and Ambrian Partners. This structure was designed to enable existing shareholders the right to participate in the raising at the same price as offered to these overseas investors. After consultation with Libertas and Ambrian, and the Company's Australian corporate advisers, Inteq Limited, the Company has now decided to allow existing shareholders the opportunity to acquire more than their pro rata entitlement of shares in the secondary raising. To implement this, an EGM has been called for 1 February 2006.

The Notice of Meeting, proxy form and explanatory memorandum are being mailed to shareholders today (and have been lodged with ASX - www.asx.com.au).

As set out in the Notice of Meeting, the Company is seeking shareholder approval to place up to A$85 million of shares in the Company, within three months of the approval. This will be to:

current shareholders who have indicated an interest in participating in the placement by completing and returning a form which is enclosed with the Notice of Meeting; and
to investors acceptable to the Company, including those identified by Libertas Capital and Ambrian in the UK and Europe.

The issue price of the secondary raising will be advised in an appropriate Australian disclosure document and UK Admission Document and will be no less than 80% of the average market price of the Company's shares over the last five trading days prior to the day on which the issue is made.

The Directors have recommended the resolution to shareholders.


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