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Polemos PLC (PLMO)

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Wednesday 18 April, 2018

Polemos PLC

Posting of Open Offer Circular

RNS Number : 3820L
Polemos PLC
18 April 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTIONN WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Polemos PLC or other evaluation of any securities of Polemos PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.  

 

18 April 2018

 

POLEMOS PLC

(the "Company")

Posting of Open Offer Circular

 

The Company is pleased to announce that, further to its announcement of 29 March 2018, it has today finalised and will post tomorrow a circular (the "Circular") to Qualifying Shareholders covening a General Meeting (a "GM") regarding an Open Offer and Share Consolidation. In addition, the GM will seek Shareholder approval for the grant of the Placing Warrants as announced on 8 March 2018 and a general authority to issue new Ordinary Shares up to a nominal value of £150,000 following the General Meeting. The Circular will also be made available today on the Company's website at www.polemos.com. The GM will be held at the offices of Hill Dickinson LLP, the Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 11.00am on 11 May 2018.

All capitalised terms in this announcement have the same meaning as those given to them in the Circular, unless the context otherwise requires. 

 

The Open Offer is being made to Qualifying Shareholders on the register of members of the Company as at the Record Date of 6.00pm on 18 April 2018 for up to 78,609,154 New (post Consolidation) Ordinary Shares at 1 pence (pre-Share Consolidation 1 for 1 at 0.01 pence):

1 New Ordinary Share for every 100 Existing Ordinary Share

For each Open Offer Share subscribed the investor will be issued with an Open Offer warrant to subscribe for New Ordinary Shares for a period of 12 months at a price of 1 pence per warrant.

 

The Company is convening the General Meeting to seek Shareholder approval for: the Open Offer, the grant of the Placing Warrants and the Open Offer Warrants along with the Share Consolidation as announced on 8 March 2018 and a general authority to issue new Ordinary Shares up to a nominal value of £150,000 following the General Meeting. The general authorities being sought in Resolutions 4 and 5 would allow the Company to issue up to £150,000 nominal value of Ordinary Shares for cash which, given the nominal value is equivalent to the Issue Price, should limit shareholder dilution whilst allowing the Company flexibility to issue a small amount of further Ordinary Shares, should there be demand or the requirement to do so.

 

In addition, the Company expects, following the GM, to appoint Dr Nigel Burton to the Board with current Non-Executive Directors, Daniel Maling and Spencer Wilson, resigning at that time. Regulatory checks are ongoing and a further announcement including the disclosures required under the AIM Rules will be made in due course.

Dr Nigel Burton has over 25 years' experience in operational and financial management, debt and equity financing, acquisition and integration of businesses, disposals, IPOs and trade sales. Following over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the managing director responsible for the energy and utilities industries, Nigel has spent 15 years as Chief Financial Officer of a number of private and public companies, including Navig8 Product Tankers Inc, PetroSaudi Oil Services Limited, Advanced Power AG, and Granby Oil and Gas plc. Nigel is currently Chief Executive Officer of Nu-Oil and Gas plc and a Non-Executive Director of Strat Aero plc, both of which are listed on AIM.

Nigel is a Chartered Electrical Engineer and a Past President of the IET. He has a B.Sc. (First Class Hons) in Electrical and Electronic Engineering and a Ph.D in Acoustic Imaging from University College London.

 

Background to and reasons for the Open Offer and use of proceeds

As contemplated in the Company's announcement of 8 March 2018, the Company was committed to allowing retail investors the opportunity to participate in a share offering on the same terms as the Placing. Accordingly, the Company had contemplated a share offering through the PrimaryBid platform however, having considered this option and having liaised with shareholders, it is now undertaking the Open Offer to allow retail investors that opportunity. The Board feels that funds raised through the Open Offer will assist the Company in better securing acquisition opportunities as it will have greater financial resources.

The Directors intend to use the proceeds of the Open Offer to:

·        provide working capital; and

·        fund the costs associated with securing and undertaking (in part or in full) an acquisition in accordance with AIM Rule 14.

 

Details of the Open Offer

Basic Entitlement

Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price.  Qualifying Shareholders have a Basic Entitlement of:

1  New Ordinary Share for every 100 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 78,609,154 New Ordinary Shares.

Allocations under the Open Offer

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility provided always that the applications meet the Qualifying Criteria. If the applications for New Ordinary Shares exceed 78,609,154 New Ordinary Shares then applications will be scaled down at the Directors' absolute discretion.

Excess Application Facility

Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the Qualifying Criteria.

Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Application Form and should refer to the document for further information. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer the document for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

Excess Applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

Application procedure under the Open Offer

Qualifying Shareholders may apply for any whole number of Open Offer Shares subject to the limit on applications under the Excess Application Facility referred to above.  The Basic Entitlement, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Existing Ordinary Shares held by a Qualifying Shareholder multiplied by 1 (and in the case of fractional entitlements to shares, rounded down) or, in the case of Qualifying CREST Shareholders, is equal to the number of Basic Entitlements standing to the credit of their stock account in CREST.

Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Basic Entitlements.

Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlement and also in respect of their Excess CREST Open Offer Entitlement as soon as practicable after 8:00 a.m. on 19 April 2018.

Application will be made for the Basic Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST.  The Basic Entitlements and Excess CREST Open Offer Entitlements will also be enabled for settlement in CREST as soon as practicable after 8:00 a.m. on 19 April 2018.  Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying CREST Shareholders should note that, although the Basic Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit.  Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the document and, where relevant, on the Application Form.

Conditionality

The Open Offer is conditional upon Admission occurring by no later than 8:00 a.m. on 14 May 2018 (or such later time and/or date as may be determined by the Company being no later than 8:00 a.m. on 31 May 2018).

If the condition set out above are not satisfied or waived (where capable of waiver), the Open Offer will lapse and any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

Application for Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.  Admission is expected to take place, and dealings on AIM are expected to commence, at 8:00 a.m. on 14 May 2018 (or such later time and/or date as may be determined by the Company being no later than 8:00 a.m. on 31 May 2018).  No temporary document of title will be issued.

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of the document and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Important notice

Qualifying Shareholders should note that the Open Offer is not a rights issue.  Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Basic Entitlements (including those New Ordinary Shares that Excluded Overseas Shareholders could otherwise apply for) will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer but may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and that the net proceeds will be retained for the benefit of the Company.

Qualifying Shareholders are being invited to participate in the Open Offer and (subject to certain exceptions) will have received an Application Form with the document.

In issuing the document and structuring the Open Offer in this manner, the Company is relying on the exemption from issuing a prospectus in section 85(5) and paragraph 9 of Schedule 11A of FSMA and on paragraph 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended).

Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to the date on which the shares are marked 'ex-entitlement' is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him by the purchasers under the rules of the London Stock Exchange.

 

Effect of the Open Offer

Upon completion of the Open Offer, the Open Offer Shares will represent approximately 50 per cent. of the Enlarged Issued Share Capital (assuming the Open Offer is subscribed in full).

 

Proposed Share Consolidation

In order to bring the Company's share capital into line with the size of the Company, the Company is proposing the consolidation of the Company's issued and outstanding Ordinary Shares, including the Placing Shares when issued. The terms of the proposed Consolidation are that every 100 Existing Ordinary Share of 0.01p each will be consolidated into 1 New Ordinary Share of 1p each. Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares. The Share Consolidation may result in fractional entitlements because the number of New Ordinary Shares held by individual Shareholders is not a multiple of 1p. These fractional amounts will be aggregated to create single New Ordinary Shares which will then be allocated by the Directors. Where options and other rights have been granted in relation to the Existing Ordinary Shares, the numbers of New Ordinary Shares to which these rights apply will be adjusted to take account of the Share Consolidation. Share Certificates in respect of the New Ordinary Shares will be issued following the Share Consolidation or, in the case of uncertificated holders, Euroclear UK and Ireland Limited will be instructed to credit the CREST participant's account with New Ordinary Shares. The record date for the Share Consolidation will be 6.00 p.m. on 11 May 2018. Subject to the passing of the Resolutions at the General Meeting, CREST accounts will be credited on 14 May 2018 and new share certificates in respect of the New Ordinary Shares are expected to be posted to certificated Shareholders in their new form within ten days of Admission. Accordingly, a resolution is to be proposed at the General Meeting to consolidate the issued share capital of the Company in accordance with section 618 of the Companies Act 2006 and the Company's Articles of Association..

Notice of General Meeting

The Notice convening the General Meeting to be held at the offices of Hill Dickinson LLP, the Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 11.00am on 11 May 2018, at which the following resolutions will be proposed:

Resolution 1 - Authority of Directors to allot shares pursuant to the Open Offer

This ordinary resolution will grant the Directors authority to allot the New Ordinary Shares for the purposes of the Open Offer. The authority given by this Resolution will expire 90 days after the date of the passing of the Resolution.

Resolution 2 - Authority of Directors to allot shares pursuant to the Placing Warrants 

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £270,000 in respect of the Placing Warrants.

Resolution 3 - Dis-application of pre-emption rights pursuant to the Placing Warrants 

This is a  special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 2 to permit the exercise of the Placing Warrants for cash on a non pre-emptive basis.

Resolution 4 - Authority of Directors to allot shares pursuant to the Open Offer Warrants 

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £786,091.54 in respect of the Placing Warrants.

Resolution 5 - Dis-application of pre-emption rights pursuant to the Open Offer Warrants

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 4 to permit the exercise of the Placing Warrants for cash on a non pre-emptive basis.

Resolution 6 - Authority of Directors to allot shares

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £150,000. The authority will expire on the date of the next annual general meeting of the Company.

Resolution 7 - Dis-application of pre-emption rights

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 4 on a non pre-emptive basis pursuant to the authority conferred by Resolution 6 above. This will allow the Board to allot new Ordinary Shares without recourse to the Shareholders so that it can issue new Ordinary Shares for cash, grant options and allot new Ordinary Shares to directors, employees and consultants pursuant to share option and incentives plans of the Company and move quickly from time to time as it deems appropriate.  If the authority is granted, it would only be exercised if the Directors believe that to do so would be in the best interest of the Shareholders as a whole. This authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 8 - Share Consolidation 

This is an ordinary resolution seeking approval of the  1 for 100 Share Consolidation.

For the avoidance of doubt, the share authorities in resolutions 1 - 7 (inclusive) above are shown on a pre-Consolidation basis and will be adjusted on the basis of the proposed Consolidation ratio of 1 New Ordinary Share for every 100 Existing Ordinary Shares following the passing of resolution 8 above.

In respect of the Resolutions above, Resolutions 1, 4 and 5 are conditional on the passing of Resolution 8.

 

OPEN OFFER STATISTICS

Market price per Existing Ordinary Share                                                                             0.01 pence

Number of Existing Ordinary Shares in issue as at the Latest Practicable Date                     7,860,915,400

Share Consolidation                                          1 New Ordinary Share for 100 Existing Ordinary Shares

Number of New Ordinary Shares in issue immediately following                                           78,609,154
Share Consolidation excluding any shares issuable under the Open Offer3

Issue Price per New Ordinary Share (post-Share Consolidation)                                                 1 pence

Discount to the market price of an Existing Ordinary Share                                               nil% per cent.

Entitlement of Qualifying Shareholders under the Open Offer                    1 Open Offer Share for each
100 Existing Ordinary Shares

Maximum number of Open Offer Shares to be issued by the                                       up to 78,609,154
Company pursuant to the Open Offer

Maximum gross proceeds of the Open Offer                                                   approximately £786,091

Maximum Enlarged Issued Share Capital following the Open Offer                           157,218,308

Placing Warrants (post Share Consolidation)                                                                         27,000,000

Open Offer Warrants3                                                                                                       78,609,154

Open Offer Shares as a percentage of the Enlarged Issued Share Capital3                              50 per cent.

Number of Warrants and Options in issue following proposed Resolutions                           106,809,154

and Share Consolidation                                                                                                                   

Open Offer Basic Entitlement ISIN                                                                          GB00BZ1M2039

Open Offer Excess Entitlement ISIN                                                                        GB00BZ1M2476

ISIN in respect of New Ordinary Shares                                                                   GB00BZ1MJW42

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement to participate in the Open Offer                         6:00 p.m. on 18 April 2018

Announcement of the Open Offer                                                                                  18 April 2018

Dispatch of the Circular, and, to certain Qualifying                                                           19 April 2018
Non-CREST Shareholders, the Application Form

Expected ex-entitlement date for the Open Offer                                          8:00 a.m. on 19 April 2018

Basic Entitlements and Excess CREST Open Offer Entitlements                                       20 April 2018
credited to CREST stock accounts of Qualifying CREST Shareholder

Recommended latest time and date for requesting withdrawal of                    4:30 p.m. on 26 April 2018
Basic Entitlements and Excess CREST Open Offer Entitlements
from CREST

Latest time for depositing Basic Entitlements and Excess                               3:00 p.m. on 27 April 2018
CREST Open Offer Entitlements into CREST

Latest time and date for splitting Application Forms                                      3:00 p.m. on 30 April 2018
(to satisfy bona fide market claims only)

Latest time and date for receipt of completed Application                      11:00 a.m. on 4 May 2018
Forms and payment in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate)

Entitlement time and date for shareholders to be registered to                         11:00 a.m. on 9 May 2018 vote and attend the general meeting

Latest time and date for receipt of forms of proxy for use             11:00 a.m. on Wednesday 9 May 2018

at the general meeting

General Meeting                                                                                        11.00am on 11 May 2018

Result of Open Offer announced through RNS                                                                 11 May 2018

Record date for the Share Consolidation                                                          6:00pm on 11 May 2018

Admission of the New Ordinary Shares to trading on AIM                    8:00 a.m. on 14 May 2018

 

New Ordinary Shares in uncertificated form expected to be                           As soon as practicable after
credited to accounts in CREST (uncertificated holders only)                             8:00 a.m. on 14 May 2018

(in the post Share Consolidation form)

 

Expected date of dispatch of definitive share certificates for                                               21 May 2018
the New Ordinary Shares in certificated form (certificated holders only)

 (in the post Share Consolidation form)

 

Notes:

(1)      The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or who are located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in the document.  Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in any of the Restricted Jurisdictions.

(2)      Each of the times and dates set out in the above timetable and mentioned in the document is subject to change by the Company (with the agreement of Beaumont Cornish), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.

(3)      Assumes that the Resolutions that are set out in the Notice are passed.

(4)      References to times in the document are to London times unless otherwise stated.

(5)      Different deadlines and procedures for applications may apply in certain cases.  For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

(6)     If you require assistance please contact Share Registrars on +44 (0) 1252 831 390.  The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.  Please note that Share Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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 Rowbury

Tel: +44 (0) 2073999400

 


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