TIDMPLMO
RNS Number : 1812H
Polemos PLC
08 March 2018
For Immediate Release 8 March 2018
Polemos Plc
("Polemos" or the "Company")
Termination of Reverse, Placing, Conditional Placing, Proposed
Share Consolidation, General Meeting, Restoration of trading and
Appointment of Joint Broker
Termination of proposed reverse and restoration of trading
The Company announces that it has terminated by mutual consent
the binding term sheet agreement previously announced on 8
September 2017 and will not, therefore, be proceeding with the
reverse acquisition of SecurLinx Corporation.
It is expected that the suspension from trading on AIM will be
lifted with effect from 7.30 a.m. tomorrow, 9 March 2018.
The Company is with effect from today classified under the AIM
Rules as an AIM Rule 15 cash shell and as such will be required to
make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from today or be re-admitted to trading
on AIM as an investing company under AIM Rule 8 (which requires the
raising of at least GBP6 million in cash via an equity fundraising
on, or immediately before, re-admission) failing which, the
Company's Ordinary Shares would then be suspended from trading on
AIM pursuant to AIM Rule 40. Admission to trading on AIM would be
cancelled six months from the date of suspension should the reason
for the suspension not have been rectified pursuant to AIM Rule
41.
Placing, Conditional Placing and appointment of Joint Broker
Placing
The Company also announces a placing (the "Placing") of
2,700,000,000 new Ordinary Shares of 0.01 pence each (the "Placing
Shares") at a price of 0.01 pence per Placing Share (Placing
Price") to raise in aggregate gross proceeds of GBP270,000.
The Placing has been undertaken with Novum Securities Limited
and Turner Pope Investments (TPI) Limited ("Turner Pope") on behalf
of certain private investors and is conditional, inter alia, on
admission of the Placing Shares to trading on AIM. Application will
be made for the 2,700,000,000 Placing Shares, which when issued
will rank pari passu with the existing Ordinary Shares in issue, to
be admitted to trading on AIM and dealings in such shares are
expected to commence on or around 14 March 2018. For the avoidance
of doubt, the Placing is being done on a pre-Consolidation basis
(as described further below) and within the Company's existing
authorities to issue shares but is subject to Admission to trading
on AIM for such shares.
Novum Securities Limited has been appointed as Joint Broker to
the Company with immediate effect.
Conditional Placing
In addition, the Company announces a conditional placing (the
"Conditional Placing") of a further 1,400,000,000 new Ordinary
Shares of 0.01 pence each (the "Conditional Placing Shares") at a
price of 0.01 pence per Placing Share to raise in aggregate gross
proceeds of GBP140,000, with Turner Pope and certain private
investors including Hamish Harris, a Director of the Company (who
has subscribed GBP25,000 for 250,000,000 of the Conditional Placing
Shares representing approximately 4.8% of the Company's existing
issued share capital). The Conditional Placing is conditional,
inter alia, on both the passing of the Resolutions to be proposed
at the General Meeting ("Meeting") (as referred to below) and
admission of the Conditional Placing Shares to trading on AIM.
Application will be made for the Conditional Placing Shares, which
when issued will rank pari passu with the existing Ordinary Shares
in issue, to be admitted to trading on AIM and dealings in such
shares are expected to commence on a date to be announced following
the Meeting expected to be on or around 26 March 2018. For the
avoidance of doubt, the Conditional Placing is being done on a
pre-Consolidation basis (as described further below) but the shares
will be issued in the new form following the proposed
Consolidation.
Subject to the passing of the Resolutions at the Meeting, the
new Ordinary Shares subject to the Placing and the Conditional
Placing will come with an attaching 1:1 warrant with a 12 month
expiry date exercisable at 0.01p per share (to be adjusted
following the proposed Consolidation) ("Placing Warrants").
The proceeds of the Placing and the Conditional Placing will be
used for general working capital purposes and to assist in seeking
a new opportunity for a reverse transaction.
The Board carefully considered the merits of an open offer to
Shareholders, but given the urgency to return to trading following
the termination of the proposed reverse, and the need to raise
additional working capital, the Board determined that it was not
practical to do so and that it was in the best interests of
shareholders and the Company as whole to proceed with the Placing
and the Conditional Placing at this time. Following the receipt of
additional authorities to issue shares and the completion of the
proposed consolidation of the Company's share capital as described
below, the Board intends at that time to make a share offering via
PrimaryBid in order to allow retail shareholders to participate at
the Placing Price (subject to the adjustment in respect of the
proposed consolidation), details of which will be announced in due
course.
General Meeting and proposed Consolidation
To facilitate the Conditional Placing, and the issue of the
Placing Warrants and to fund further professional fees and provide
additional working capital to fund additional costs that may be
incurred in progressing any reverse transaction, the Board wishes
to have shareholder authorities to issue further new ordinary
shares and accordingly, will be seeking the requisite authorities
to issue and disapply pre-emption rights in relation to such shares
at the General Meeting. The ongoing authorised and unissued share
capital will represent 25% of the enlarged issued share capital
following the Placing and the Conditional Placing.
In order to bring the Company's share capital into line with the
size of the Company, the Company will also be proposing the
consolidation of the Company's issued and outstanding Ordinary
Shares, including the Placing Shares and Conditional Shares when
issued (together the "Existing Ordinary Shares") on the basis of
one (1) post-consolidation New Ordinary Share ("New Ordinary
Shares") for every one-hundred (100) pre-consolidation existing
Ordinary Shares (the "Consolidation"). The Consolidation will be
conditional on shareholder approval and a circular to shareholders
setting out the background the proposed Consolidation, including
Notice of the GMeeting, is expected to be published shortly to
convene a meeting of shareholders. The timetable for the
Consolidation will be separately announced on posting of the
Circular.
Total Voting Rights
Following the Placing, the Company will have 7,860,915,400
Ordinary Shares in issue with voting rights. The Company does not
hold any Ordinary Shares in treasury and accordingly there are no
voting rights in respect of any treasury shares. The aforementioned
figure of 7,860,915,400 Ordinary Shares may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company, under the disclosure
requirements applicable to the Company. A further confirmation of
total voting rights will be made following completion of the
proposed Consolidation and the Conditional Placing.
Update on investments and other matters
As previously reported, the Company is the registered holder of
US$464,000 of 2% convertible loan notes issued by SecurLinx,
convertible at the IPO price for that company and otherwise
repayable on 31 December 2018.
In addition, the Company made a loan to TSXV listed Oyster Oil
and Gas Ltd ("Oyster"), an African focused frontier oil and gas
exploration company by way of a 10% convertible loan debenture for
a principal amount of CAD867,500 (being GBP500,000 at the date of
transfer) ("Loan"). The Loan is expressed to be convertible at the
lesser of CAD0.30 per Oyster common share (an "Oyster Share") or a
20% discount to the first offering price of Oyster's Shares on AIM,
subject to compliance with the rules of the TSX-V. The Loan is
repayable either one year from issue or five days following the
admission of Oyster's Shares to AIM. Polemos also holds 433,750
warrants, whereby each warrant entitles Polemos to subscribe for a
new common share for a period of one year from issue at a price of
CAD0.55 per Oyster Share. Further information on Oyster can be
found at www.oysteroil.com.
Polemos understands that both Securlinx and Oyster continue to
look at London Listing options.
On 31 January 2018, Polemos issued convertible loan debentures
for a principal amount of GBP80,000 (of which GBP30,000 remains
owing to the Company), which accrue interest at 5% per annum and
are convertible into Polemos Ordinary Shares at a price of 0.01p
per Ordinary Share (pre-Consolidation) or are repayable in 6 months
and include a 1:1 warrant exercisable at the same price for a
period of 12 months post issue.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. The person who arranged for
the release of this announcement on behalf of the Company was
Hamish Harris, Director
For further information, please contact:
Polemos PLC
Hamish Harris, Executive Chairman
Beaumont Cornish Limited (Nomad)
Roland Cornish/ James Biddle
Tel: +44 (0) 20 7628 3396
www.beaumontcornish.com
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams
Tel: +44 (0) 20 7469 0930
Novum Securities Limited (Joint Broker)
Colin Crowbury
Tel: +44 (0) 2073999400
This information is provided by RNS
The company news service from the London Stock Exchange
END
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