Notice of EGM - Proposed De-listing

RNS Number : 3874F
Bluewater Bio International
08 October 2008

BLUEWATER BIO INTERNATIONAL
("Bluewater" or "the Company")

Proposed de-listing
Notice of extraordinary general meeting

Bluewater announces the cancellation of the trading facility for its shares with a par value of 0.5p each ("Ordinary Shares") on the AIM
Market of the London Stock Exchange plc ("De-listing"). De-listing is subject to the approval of shareholders at an extraordinary general
meeting ("EGM").

Summary

* Reasons for proposed de-listing of the Company's shares:

* The current investment climate is such that it is substantially more straightforward for private companies to raise finance than
'small cap' public companies, and that therefore the continued funding of the Company would more easily be secured by it becoming a private
company.

* The Board feels that that the Company's current market valuation does not properly reflect its prospects and under current market
conditions, this is likely to continue to be the case for some time to come. As a result, the Board has also concluded that were the Company
to remain as a public company, the continued funding of the Company would become unnecessarily dilutive to Shareholders.

* A notice of EGM will be sent to shareholders today convening the EGM to be held at 10:00 a.m. (CET) on 3 November 2008 at Geneva
Financial Services, Rue du Rhone 118, 1204 Geneva, Switzerland at which a special resolution will be proposed to approve the De-listing. The
notice to shareholders is available to download from the Company's website at www.bluewaterbio.com

Enquiries:

Bluewater Bio International
Daniel Ishag, CEO Tel: +44 (0) 20 7907 9820
Adrian Collins, Chairman Tel: +44 (0) 870 389 6999

Strand Partners Limited (Nominated Adviser)
James Harris/Angela Peace Tel: +44(0)20 7409 3494

BLUEWATER BIO INTERNATIONAL
("The Company")

Proposed de-listing
Notice of extraordinary general meeting

The Board today announces the proposed cancellation of the Company's trading facility for its Ordinary Shares on the AIM Market of the
London Stock Exchange plc.
1. Operations update
Since the Company's circular to Shareholders dated 29 July 2008, the Company has announced the following:
* on 5 September 2008 the Company announced that it had entered into a memorandum of understanding with Vodny A Kanalizace Karlovy
Vary, A.S. (KVVaK), a water and sewage operator company based in the Czech Republic. The Company and KVVaK will collaborate on a pilot plant
evaluation of the Company's HYBACS process in order jointly to assess HYBACS's suitability for the Czech Republic wastewater market. The
pilot plant will be a complete automated wastewater treatment plant deploying the HYBACS process, contained within a standard transportation
container. KVVaK is a water and sewage operator owned 50 per cent. by Suez Environment (Ondeo), a world leader in the water and environment
sector, and 47 per cent. by the Water Management Association of West Bohemia, a consortium of 87 municipalities in the region. It is based
in the famous spa town of Karlovy Vary;
* on 5 September 2008 the Company announced that it is in the process of establishing a wholly owned subsidiary in the Czech
Republic, Bluewater Bio CEE, and has appointed David Paul, based in Prague and who has worked in the Central European region for over 17
years, as its CEO. Mr. Paul is an industrial engineer with an MBA from the University of Chicago;
* on 9 September 2008 the Company announced that it had entered into an exclusive representative agreement with Zero Waste
Technology W.L.L. (Zero Waste), for the sale of its HYBACS wastewater treatment solution in the Kingdoms of Bahrain, Jordan, Kuwait and
Saudi Arabia. Zero Waste is a regional leader in solid waste management and recycling in Bahrain, UAE, Saudi Arabia and Jordan. The
agreement, which is binding, is accompanied by a broader memorandum of understanding, in which the Company and Zero Waste intend to
establish a joint venture company for operating in the gulf region in the near future. Zero Waste has large scale operations in conjunction
with partners across the Middle East and, most recently in partnership with IuT of Austria, has established a pioneering bio methanisation
plant at Tuas, Singapore. Completed in March 2008, the plant deploys anaerobic digestion to process up to 800 tonnes of organic waste per
day; and
* on 15 September 2008, the Company announced that its subsidiary Bluewater Bio Limited had signed a letter of intent with Severn
Trent Water Ltd. (Severn Trent) to conduct a pilot plant evaluation study of the Company's HYBACS technology. Severn Trent has chosen one of
its major wastewater treatment works near Birmingham for the HYBACS pilot plant which is the first implementation of the Company's HYBACS
wastewater treatment process in Europe. The pilot plant will be a complete automatic wastewater plant deploying the HYBACS process. The
Company expects the pilot plant, which is currently under construction, to be delivered to the site within 6-8 weeks, whereupon biological
commissioning of the plant will commence.
2. Background to the proposed De-listing
For the reasons set out in the Company's circular dated 29 July 2008 the Board has decided to develop a pilot-plant based strategy,
which was not budgeted for at the time of the Company's admission to trading on the AIM Market and which has resulted in a greater cash
outlay than that initially foreseen.
The Board has discussed the continued funding of the Company with a number of potential investors. The Board has concluded that the
current investment climate is such that it is substantially more straightforward for private companies to raise finance than 'small cap'
public companies, and that therefore the continued funding of the Company would more easily be secured by it becoming a private company. A
number of potential investors have indicated that they are not prepared to invest in publicly traded companies.
The Board has also concluded that its current market valuation does not properly reflect the Company's prospects and under current
market conditions, this is likely to continue to be the case for some time to come. As a result, the Board has also concluded that were the
Company to remain as a public company, the continued funding of the Company would become unnecessarily dilutive to Shareholders.
The Board has concluded, therefore, that in order to facilitate the ongoing development of opportunities available to the Company, to
recommend the De-listing. While the Board appreciates that a De-listing relatively shortly after the admission of the Company to trading on
the AIM Market is an unusual step, the Board considers that it is in the best interests of the Company and its shareholders as a whole.
3. De-listing
The De-listing is conditional upon the consent of not less than 75 per cent. of votes cast by the Company's shareholders at the EGM. The
EGM will be held on 3 November 2008, and subject to the passing of the resolution proposed at the EGM, the Company's trading facility on the
AIM Market will be cancelled with effect from close of dealings on 11 November 2008.
4. Effecting transactions in the Ordinary Shares following De-listing
For shareholders retaining Ordinary Shares following the De-listing, although the Ordinary Shares will remain freely transferable they
will no longer be tradeable on the AIM Market and no other formal facility will be available to facilitate the trading of the Ordinary
Shares.
If a shareholder wishes to effect a transaction in the Ordinary Shares following the De-listing:
* if the shareholder has identified a purchaser, the shareholder may effect the sale by signing a stock transfer form (in a form
approved by the company secretary) and sending the duly executed and stamped stock transfer form, together with the relevant share
certificate to the company secretary at the registered office; or
* if the shareholder has not identified a purchaser, the shareholder may notify the company secretary of the number and price at
which it would sell such Ordinary Shares. On receipt of such notice the company secretary will, subject to applicable laws, notify any
person(s) it is aware of who have shown an interest in purchasing Ordinary Shares and provide the contact details of the prospective seller
to such persons. The Company cannot provide any guarantees that this will lead to any information being forwarded or a sale of such Ordinary
Shares.
The holders of depositary interests will be contacted in due course by the depositary, Computershare Investor Services PLC, in
connection with the conversion of their depositary interests back into Ordinary Shares.
5. EGM
A notice of EGM will be sent to shareholders today convening the EGM to be held at 10.00 a.m. (CET) on 3 November 2008 at the offices of
Geneva Financial Services, Rue du Rh 118, 1204 Geneva, Switzerland at which a resolution will be proposed to approve, as a special
resolution, the De-listing. The notice to shareholders is available to download from the Company's website at www.bluewaterbio.com.
6. Recommendation
The Board believes that De-listing is in the best interests of the Company and its shareholders as a whole and accordingly recommends
that shareholders vote in favour of the resolution to be proposed at the EGM, as they intend to do so in respect of their own holdings of
63,403,658 Ordinary Shares in aggregate representing 25.6 per cent. of the Company's issued share capital.

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