Investing Policy and Change of Name


 

TIDMBAL 
 
RNS Number : 2724A 
BioEnergy Africa Ltd 
06 October 2009 
 

BioEnergy Africa Ltd / Index: AIM / Epic: BAL / Sector: Renewable Energy 
6 October 2009 
BioEnergy Africa Limited ('BioEnergy Africa' or 'the Company') 
Proposed Adoption of Investing Policy and Change of Name 
 
 
The Directors of BioEnergy Africa today announce proposals to change the 
strategic direction of the Company. The Directors propose that the Company 
becomes an investing company for the purposes of the AIM Rules for Companies and 
adopts an investing policy to invest in early stage exploration and development 
projects focussing on mining assets in sub-Saharan Africa. 
 
 
Background 
 
 
In September 2008, the Company was admitted to AIM with the intention of 
developing the production of ethanol from sugar cane projects in southern 
Africa, having secured the rights to develop the Massingir project in 
Mozambique. Despite making progress with the development of this project, the 
Directors believe that the global economic climate and current reduced interest 
in non-carbon related fuel products will make it difficult for the Company to 
raise the necessary financing required under the Massingir Investment Agreement. 
 
 
On 30 March 2009, the Directors announced a strategy review due to the worsening 
economic climate, which focussed on the reduction of overheads and the 
preservation of cash. As highlighted in the Company's annual report published 
recently, the Directors have continued to monitor the performance of the 
Company, in particular its ability to satisfy the US$510 million investment 
requirement under the terms of the Massingir Investment Agreement. 
 
 
The Directors have now finalised their review of the Company's development plan 
and have concluded that the Company and its shareholders would benefit from a 
more fundamental change of strategy. To this end the Company intends to suspend 
further material investment in the Massingir Project, adopt the investing policy 
set out below and change its name to Sable Mining Africa Limited. 
 
 
The adoption of the investing strategy and change of name require shareholder 
approval and a circular containing a notice convening a general meeting of the 
Company will be sent to shareholders shortly. 
 
 
Investing Policy 
 
 
The Company proposes to adopt the following investing policy: 
 
 
  *  The Company will consider acquiring or investing in early stage exploration and 
  development mining businesses or assets located in sub-Saharan Africa. The 
  investing policy is to acquire or invest in coal, platinum and/or uranium 
  businesses or assets, although the Company will consider mining businesses or 
  assets which focus on other metals or minerals, which in the opinion of the 
  Board offer better value to shareholders. 
 
  *  The Company will focus on businesses or assets located in Namibia, Botswana, 
  Zimbabwe and Zambia, although other locations in sub-Saharan Africa will also be 
  considered if the Board consider those businesses or assets to be suitable for 
  an investment by the Company. 
 
  *  The Company intends to be an active investor and will seek to add substantial 
  value, both operationally and strategically, to the businesses or assets 
  acquired or in which investments are made.  The Company does not currently 
  anticipate making minority investments but intends to focus on owning the whole 
  or majority interests in a small number of businesses or assets. 
 
The Company does not propose to set any duration on making or holding any 
investment and is not limited in time.  There will be no proposed time limit for 
the Company to return funds to shareholders and the Directors would not 
anticipate returning funds to shareholders in the short to medium term. 
 
 
In accordance with Rule 15 of the AIM Rules for Companies, the Company will have 
to make an acquisition or acquisitions which constitute a reverse takeover under 
Rule 14 of the AIM Rules for Companies, or otherwise implement the investing 
policy to the satisfaction of the London Stock Exchange, within twelve months of 
the adoption of the investing policy being approved by shareholders. If the 
Company does not do so its shares may be suspended from trading on AIM and may 
ultimately be cancelled from admission to trading on AIM. 
 
 
The Directors have many years experience working with and for companies 
operating in Africa, with a particular focus on mining companies. They will use 
their extensive business contacts and knowledge to source the most attractive 
transactions and assess potential targets for acquisition or investment.   It is 
anticipated that initial due diligence of any possible acquisition target will 
be carried out by the Directors who will seek specialist advice as they deem 
necessary. 
 
 
The underlying objective of the Company is to benefit from early exposure to 
mining businesses or assets in under-developed locations, which have the 
potential to attract substantial foreign investment and which have the potential 
for rapid sustainable growth. 
 
 
Change of name 
 
 
The Company intends to change its name from BioEnergy Africa Limited to Sable 
Mining Africa Limited and a resolution will be put to shareholders at the 
general meeting to this effect. 
 
 
Structure of the Investing Company 
 
 
The Company is currently resident in the British Virgin Islands and intends to 
retain its current equity structure and not to become a closed-ended investment 
company. 
 
 
There is currently no intention for the Company to appoint an independent 
investment manger and the Board of directors will consider investments for the 
Company to invest in. The Board currently comprises Phil Edmonds, Corne 
Holtzhausen and Andrew Groves all of whom have significant expertise in mining 
assets in southern Africa. 
 
 
The Board will monitor the progress of its portfolio in light of any trends and 
developments within the sector. The Board does not intend to make regular 
periodic disclosures, such as a regular net asset value statement, as the 
Directors do not believe that the assets or businesses in which the Company 
intends to invest in are suitable for such periodic statements. 
 
 
The Company's major shareholder is Ashendon Investments Inc. On 14 August 2009 
the Company was notified that companies controlled by trusts, the beneficiaries 
of which include relatives of the Company's directors, Phil Edmonds and Andrew 
Groves, had acquired interests in the share capital of Ashendon Investments Inc. 
which itself has an interest in 136,680,000 ordinary shares in the Company, 
representing 41.1% of the Company's total issued share capital. The Board is 
accordingly not considered to be independent of Ashendon Investments Inc. which 
is a substantial shareholder in the Company. 
 
 
A circular convening a general meeting at which proposals to adopt the investing 
policy detailed above and change the name of the Company will be sent to 
shareholders shortly. 
 
 
** ENDS ** 
 
 
For further information please visit www.bioenergyafrica-ltd.com or contact: 
 
 
 
+--------------------+------------------------------+---------------------+ 
| Jeremy Gray        | BioEnergy Africa Ltd         | Tel: 0854 108 6060  | 
+--------------------+------------------------------+---------------------+ 
| Jonathan Wright    | Seymour Pierce Ltd           | Tel: 020 7107 8000  | 
+--------------------+------------------------------+---------------------+ 
| Hugo de Salis      | St Brides Media & Finance    | Tel: 020 7236 1177  | 
|                    | Ltd                          |                     | 
+--------------------+------------------------------+---------------------+ 
| Susie Callear      | St Brides Media & Finance    | Tel: 020 7236 1177  | 
|                    | Ltd                          |                     | 
+--------------------+------------------------------+---------------------+ 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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