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Polemos PLC (PLMO)

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Thursday 08 March, 2018

Polemos PLC

Trading restored, Reverse terminated, Placings

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 £6 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 £270,000.

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 £140,000, with Turner Pope and certain private investors including Hamish Harris, a Director of the Company (who has subscribed £25,000 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 £500,000 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 £80,000 (of which £30,000 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
 
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