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Monday 16 January, 2017

AIM

Schedule 1 - Global Energy Development Plc

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")


COMPANY NAME:

Global Energy Development Plc (to be renamed Nautilus Marine Services PLC) ("Global" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

3 More London Riverside

London

SE1 2AQ

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Before Admission:

 

www.globalenergyplc.com

 

Following Admission:

 

www.nautilusmarineplc.com

 

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:

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.

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):

36,112,187 ordinary shares of 1 penny each ("Ordinary Shares")

 

No shares held in treasury.

 

No restrictions as to transfer of the securities.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

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 £7.95 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

62.45 per cent.

 

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:

None

 

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):

Mikel Dean Faulkner (Executive Chairman)

Alan Brodie Henderson (Non-Executive Director)

David Paul Quint (Non-Executive Director)

Donald Zac Phillips (Non-Executive Director)

 

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):

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.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

There are no such persons

 

(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:

(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)

 

EXPECTED ADMISSION DATE:

9 February 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

NAME AND ADDRESS OF BROKER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

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:

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.

 

DATE OF NOTIFICATION:

16 January 2017

 

NEW/ UPDATE:

New

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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