prospectus, page-19

re: buyers back I only managed 50,000 Denum, but I'm back in the Q for another 50,000 - I was trying to alter my order and make it for more when it went through and then cotik shot in front of me!!
What a bloody bargain - wish I'd got more.
And who keeps jumping my oppie order? Come on - sell me your opppies folks!!
riffraff (?) - other than the fact that it's a shocking nic(!!!) there's plenty of reading to show the offer upcoming. I'll paste their last update ann here - but it's an absolute no brainer imo..

04 September 2006
Update on Biodiesel Activities
The Board of Jupiter Energy Limited (ASX: JPR) (Jupiter Energy) is pleased to provide
shareholders with a further update on the progress of its planned Malaysian based
biodiesel project.
As already outlined in earlier shareholder announcements, there are a number of key
milestones that the Board has been focused on achieving in recent months. Broadly
speaking these can be categorized as follows:
• Plant Location
• Plant Technology
• Balance of Plant Contractor
• Supply of Feedstock
• Government Licences
• Corporate Activities
This announcement will outline the progress made in each of these areas.
Plant Location
Jupiter Energy, through its 100% owned Malaysian subsidiary Jupiter Biofuels Sdn Bhd
(Jupiter Biofuels), has now signed a 30 year lease with the Kuantan Port Authority to
lease a total of approximately 8.75 hectares (21.62 acres) of land in Kuantan. Kuantan
Port is an all weather, deep sea port and has significant existing infrastructure in terms of
petro-chemical and palm oil process plants; bulk liquid cargo storage and liquid berth
terminals and is located on the east coast of the Malaysian Peninsula and will be the site
of the proposed biodiesel facility. This quantum of land will enable Jupiter Biofuels to
extend its processing capacity beyond the initial plant size as and when the Board
determine that it is financially prudent to do so and when the necessary approvals have
been granted. The entry into the lease is subject to the obtaining of two standard
regulatory approvals within 90 days. Jupiter Biofuels has no reason to believe these
conditions will not be satisfied within the requisite time frame.
Plant Technology
Jupiter Biofuels has signed a contract with the European based biodiesel technology
provider, Desmet Ballestra Oleo (Desmet), to acquire a 250,000 Tonnes Per Annum
(TPA) biodiesel plant to be built in Kuantan. This is equivalent to an annual production
of some 280 million litres of biodiesel when running at full capacity. The equipment for
the plant shall be delivered progressively between seven (7) and nine (9) months from the
date of the initial payment.
Desmet was founded in 1946 and currently employs over 600 people, located in offices in
17 countries. Desmet has built 5,700 plants in 148 countries around the world. Desmet
has an annual turnover of Euro 250 million and is one of the leaders in terms of the
manufacture and commissioning of biodiesel plants.
Desmet has provided warranties in relation to the quality of the equipment to be supplied
and the performance of that equipment. The equipment warranty covers any breaches in
the quality of the equipment supplied in the twelve (12) months following start-up of the
biodiesel plant. Under the performance warranty, Desmet will perform all appropriate
services to correct any defect in performance that is caused by Desmet. The maximum
liability of Desmet under the agreement is limited to an amount of 5% of the value of the
agreement.
The agreement is conditional upon Jupiter Biofuels Limited listing on ASX.
Balance of Plant Contractor
Jupiter Biofuels has also signed a contract with SMEC (Malaysia) Sdn Bhd to Engineer,
Procure, Construct and Manage (EPCM) the Balance of the Plant. The Balance of Plant
covers all the other key elements to the construction phase including site works; the tank
farm; civil and structural works; mechanical; piping and electrical works; office
buildings; service buildings and other key utilities. The agreement is for a term of
seventeen (17) months and is otherwise on ordinary commercial terms.
The agreement is conditional upon Jupiter Biofuels Limited listing on ASX.
Feedstock Supply
Jupiter Biofuels has signed agreements with Ditali Sdn Bhd for the supply of crude palm
oil feedstock and refined palm oil to the plant. The contracted quantity will be sufficient
to fully support the plant being built in Kuantan and the arrangements will allow for
additional supply if and when Jupiter Biofuels considers increasing its production
capacity.
Government Approvals
As previously announced, Jupiter Biofuels has received its licence from the Malaysian
Industrial Development Authority (MIDA) to build the biodiesel plant and has now also
received confirmation that it has been granted tax pioneer status which will exempt 100%
of Jupiter Biofuels operating income from taxation in Malaysia for an initial period of
five (5) years from the date of commencing commercial operations.
No other approvals are currently outstanding in terms of what will be required to satisfy
the requirements of proceeding to an Initial Public Offering of Jupiter Biofuels Limited.
Corporate Activities
As shareholders are aware, the Board of Jupiter Energy will be seeking shareholder
approval to spin off the biodiesel project held within Jupiter Biofuels Limited via an in
specie distribution of shares.
A meeting of Jupiter Energy’s shareholders will be called to consider and vote on the
proposed in specie distribution. For this purpose, a Notice of Meeting will be sent to
Jupiter Energy shareholders and this will contain all information required by shareholders
to form an opinion on how to vote. The Notice of Meeting is expected to be dispatched
in late September for a meeting to be held in late October 2006. There has been a delay of
a few weeks from the original timetable due to the need to conclude all contracts to the
full satisfaction of the JPR Board and its advisors.
Jupiter Biofuels Limited will issue a Prospectus to raise the required capital to fund the
construction of the plant in Kuantan and the necessary working capital. The Jupiter
Biofuels Limited Prospectus is expected to be lodged with the ASIC and ASX in mid
September 2006 and it will be seeking to raise A$75 million via the issue of 150 million
shares at an issue price of $0.50 per share. The Prospectus will be based on Jupiter
Biofuels Limited having an implied value of $40 million (ie 80 million shares) prior to
the capital raising. Of the $75 million to be raised via the Prospectus, $5 million will be
invested by Jupiter Energy and the 10 million shares will be held in Jupiter Energy under
a mutually agreed voluntary escrow arrangement. Based on the $40 million implied
valuation, the conversion rate from Jupiter Energy shares to Jupiter Biofuels Limited
shares will be approximately 1 for 1.875.
This ratio is based on the capital structure of Jupiter Energy as at the Record Date being,
in round figures:
• Total number of Jupiter Energy fully paid shares: 150,000,000
• Total number of Jupiter Biofuels Limited shares via the in specie distribution;
80,000,000
• Conversion Rate (150,000,000/80,000,000) = 1.875
The 150,000,000 fully paid shares assumes that by the Record Date all 8 cent and 20 cent
options currently on issue are exercised, that Executive Director Geoff Gander exercises
all 5 million of his 12 cent options and that Petro Technology Australia exercises 1.75
million of its 12 cent options. Any variation to this would mean a variation in the number
of fully paid ordinary Jupiter Energy shares on issue as at the Record Date.
It is important to remind all Jupiter Energy option holders that they MUST convert their
options to shares in order to participate in the in specie distribution of Jupiter Biofuels
Limited. This conversion must happen by 31 October 2006 although the Board suggests
that option holders submit their application monies earlier than this date to ensure there
are no potential delays in the conversion process. A timetable is attached below to
provide both shareholders and option holders with more information on the timing of the
transaction. A letter will also be sent to all Jupiter Energy option holders in the next
fortnight notifying them of the requirement to exercise their options in order to
participate in the in specie distribution.
The Jupiter Energy Board is also delighted to announce that the following new Directors
have agreed to join the Jupiter Biofuels Limited Board as it prepares for its Initial Public
Offering. These additional Board members are:
Richard Beresford (Independent Non Executive Director)
Richard Beresford has over 23 years of experience in the international energy business
(predominantly natural gas and renewables) spanning research, technology
commercialisation, strategic planning, operations, consultancy, business development,
capital raising, acquisitions, marketing and general management. Richard has had direct
participation in the development of a broad cross-section of renewable and clean energy
technologies and applications including fuel cells, wave power, PV, bioenergy and highefficiency
natural gas processes. Richard is experienced in corporate roles having served
as a director of 2 listed companies including 1 as Chairman. He is also a Fellow of the
Australian Institute of Company Directors and a Fellow of the Australian Institute of
Energy.
David Quinlivan (Independent Non Executive Director)
David Quinlivan is a mining engineer with almost 30 years experience on projects
throughout the world. David is familiar with all aspects of resources development from
grass roots exploration through to bankable feasibility reviews and detailed mining
programs. He recently oversaw (as a project management consultant) the expansion of
the Perseverance Deeps nickel mine in Western Australia for BHP Billiton. He has just
completed an assignment assisting the Administrators with the operation and corporate
reconstruction of Sons of Gwalia Ltd.
David is a Fellow of the Australian Institute of Mining and Metallurgy, Member of the
Australian Institute of Arbitrators & Mediators Australia and an Associate of the
Securities Institute of Australia. He is also a non-executive director of ASX-listed gold
explorer Avoca Resources Ltd and Chairman of the AIM listed resources company
Churchill Mining Plc.
In addition, the Jupiter Biofuels Limited Board will also be made up of Eddie Smith,
Geoff Gander, Geoff Clifford, and Dato’ Captain Sufian. Details of these gentlemen were
outlined in an announcement made to shareholders on July 26, 2006.
The following indicative timetable outlines the important dates that shareholders and
option holders need to be aware of, however these dates are indicative only and may
change.
INDICATIVE TIMETABLE
Lodgement of Jupiter Biofuels Limited Prospectus with the
ASIC
15 September 2006
Availability of Printed Prospectus 27 September 2006
Despatch of Notice of Meeting to approve the in specie
distribution with a copy of the Prospectus attached
27 September 2006
General Meeting of Shareholders 30 October 2006
Final date for exercise of JPR options into shares * 31 October 2006
Trading in Jupiter Energy Shares starts on “ex return of
capital basis”
31 October 2006
Record Date on which the in specie distribution will be
based
5.00pm WST on 6 November 2006
Closing Date of Jupiter Biofuels Limited Prospectus ** 5.00pm WST on 15 November 2006
Despatch of Holding Statements 20 November 2006
Trading of Shares on ASX expected to commence 23 November 2006
* The Board of Jupiter Energy recommends that shareholders send application forms for the exercise of options to
the share registry by 15 October 2006 to avoid any potential for options not to be converted by the Record Date
** This date may change at the discretion of the Jupiter Biofuels Limited Board.
We trust shareholders and option holders now have a better understanding of the timing
of the proposed transaction.