Ceramic Fuel Cells Limited ACN 055 736 671 (ASX Code: CFU) - Cleansing notice given

RNS Number : 5082W

Ceramic Fuel Cells Limited

30 December 2013

Market

Announcement

Monday 30 December 2013

The Manager

ASX Market Announcements Office

Ceramic Fuel Cells Limited ACN 055 736 671 (ASX Code: CFU) - Cleansing notice given under section 708A(5)(e) of the Corporations Act 2001 (Cth)

Section 1 - Background

As announced on 4 December 2013, Ceramic Fuel Cells Limited ACN 055 736 671 (Company) made an offer to existing eligible shareholders of the Company in Europe (Shareholders) to subscribe for up to 193,542,793 new fully paid ordinary shares in the capital of the Company (Shares) at 2.14 pence per share to raise a maximum of EUR5 million (approximately A$7.44 million) (Overseas Offer).

The Company received applications from Shareholders totaling EUR1.04 million (approximately A$1.6 million) under the Overseas Offer, and issued 41,134,062 Shares (Overseas Offer Shares) on 27 December 2013 to those Shareholders from whom applications were received.

The Overseas Offer Shares were issued by the Company without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) (Act). Accordingly, the Company gives this notice under section 708A(5)(e) of the Act. As required by section 708A(6)(a) of the Act, this notice is given to the ASX within 5 business days after the day on which the Overseas Offer Shares were issued by the Company.

As at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act.

To the extent to which it is reasonable for investors and their professional advisors to expect to find it in a disclosure document, Section 2 contains all information as at the date of this notice:

1. that has been excluded from a continuous disclosure notice to be given to the ASX in accordance with the ASX Listing Rules; and

2. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   b.    the rights and liabilities attaching to the Shares. 

Other than as set out in Section 2, there is no information as at the date of this notice:

1. that has been excluded from a continuous disclosure notice to be given to the ASX in accordance with the ASX Listing Rules; and

2. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   b.    the rights and liabilities attaching to the Shares. 

This cleansing notice is important and should be read in its entirety.

Section 2 - INFORMATION EXCLUDED FROM CONTINUOUS DISCLOSURE NOTICES

On 28 November 2013, the Company announced that it had appointed Synergy International as its distributor for the Baltic States and Scandinavia. Under the terms of the agreement, Synergy International was to pay for 50% of the first 500 units by the end of December 2013. The Company has been working through the formal banking process with Synergy International and its bankers, which has been delayed due to the current holiday period. The payment is now due by the end of January 2014 and the agreement has been amended accordingly.

Other than the above, there is no additional information.

...............................................

Bob Kennett

Managing Director