AIM Schedule 1 - Global Energy Development Plc (1349U)
16 January 2017 - 6:00PM
UK Regulatory
TIDMGED
RNS Number : 1349U
AIM
16 January 2017
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Global Energy Development Plc (to be renamed
Nautilus Marine Services PLC) ("Global" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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3 More London Riverside
London
SE1 2AQ
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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Before Admission:
www.globalenergyplc.com
Following Admission:
www.nautilusmarineplc.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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Global is currently a developer and seller of
hydrocarbons and related products. The Company's
portfolio includes exploration and developmental
drilling opportunities in Colombia, South America.
The Company currently holds two contracts: the
Bolivar and Bocachico Association Contracts,
both in the Middle Magdalena Valley of Colombia.
The Company has conditionally agreed to acquire:
* three offshore subsea service vessels ("Transaction
A") from Everest Hill Group, Inc ("Everest") and Alan
Quasha; and
* a barge vessel along with eight further offshore
subsea service vessels and subsea equipment
("Transaction B").
Following completion of Transaction A and/or
Transaction B the Company's business will be
the provision of subsea oil services through
the use of the vessels acquired. Such services
will include, but will not be limited to, platform
and pipeline inspections, underwater welding
and burning and other underwater oil support
services.
The assets which are the subject of both Transaction
A and Transaction B are all located in Lafayette,
Louisiana, USA.
The consideration for Transaction A will be
(i) the foregiveness of $8 million of the outstanding
principal amount of a loan note (the "Everest
Loan Note") issued to Everest ; (ii) certain
amendments to the terms of the Everest Loan
Note; and (iii) contingent additional consideration
of up to $5 million.
The consideration for Transaction B will be
the issuance by Global of Convertible B Loan
Notes with a nominal value of up to $6.1 million
and Convertible C Loan Notes with a nominal
value of up to $15.0 million to the vendors,
including Everest. In addition, certain of the
vendors will undertake to subscribe in cash
at their nominal value for $10.5 million of
Convertible A Loan Notes to be issued by the
Company.
Transaction A and Transaction B each constitute
reverse takeovers under AIM Rule 14 and accordingly,
the Company will be seeking readmission ("Admission")
of its shares to trading on the AIM Market of
the London Stock Exchange.
Furthermore, Everest is an affiliated company
of the Quasha family trusts which also have
an interest in Lyford Investments, Inc., an
existing shareholder in Global. By virtue of
these holdings entering into Transaction A with
Everest and Alan Quasha and the amendments to
the Everest Loan Note and issuance to Everest
of the Convertible Loan Notes constitute related
party transactions in accordance with AIM Rule
13.
Transaction A and Transaction B are not inter-conditional
and Admission will be effective in the event
that only one is complete.
Subject to the passing of the relevant resolution
at the Company's general meeting, the Company
also proposes to change its name to Nautilus
Marine Services PLC with effect from Admission.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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36,112,187 ordinary shares of 1 penny each ("Ordinary
Shares")
No shares held in treasury.
No restrictions as to transfer of the securities.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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The Company is not raising any capital by the
issuance of new Ordinary Shares upon Admission.
The Company is raising $10.5 million through
the issuance of Convertible A Loan Notes upon
Admission. Anticipated market capitalisation
of the Company at the current prevailing market
price per Ordinary Share is GBP7.95 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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62.45 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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Mikel Dean Faulkner (Executive Chairman)
Alan Brodie Henderson (Non-Executive Director)
David Paul Quint (Non-Executive Director)
Donald Zac Phillips (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Before and after Admission:
HKN, Inc.: 35.5 per cent.
Lyford Investment Enterprises Ltd: 25.5 per
cent.
Barclays Wealth Management (UK): 3.43 per cent.
Hargreaves Lansdown Asset Management: 3.27 per
cent.
Thelese (Mr. and Mrs. D Worley): 3.02 per cent.
HKN, Inc. and Lyford Investment Enterprises
Ltd are deemed to be acting in concert as such
term is defined in the City Code on Takeovers
and Mergers.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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There are no such persons
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 30 June 2016
(iii) 30 June 2017 (12 month audited fully year
accounts to 31 December 2016); 30 September
2017 (six month unaudited results to 30 June
2017); 30 June 2018 (12 month audited full year
accounts to 31 December 2017)
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EXPECTED ADMISSION DATE:
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9 February 2017
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NAME AND ADDRESS OF NOMINATED ADVISER:
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finnCap Ltd
60 New Broad Street
London
EC2M 1JJ
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NAME AND ADDRESS OF BROKER:
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finnCap Ltd
60 New Broad Street
London
EC2M 1JJ
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
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Before Admission:
www.globalenergyplc.com
After Admission:
www.nautilusmarineplc.com
The Admission Document will contain full details
about the Company and the admission of its securities.
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DATE OF NOTIFICATION:
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16 January 2017
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NEW/ UPDATE:
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New
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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