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Netcentric is pleased to announce the appointment of Howard Crosby to the Board.
Skiboy10 - Fri, 22 Dec 06 :
Netcentric Systems Placing and Acquisition
RNS Number:5274O
Netcentric Systems PLC
22 December 2006
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, Republic of South Africa or Japan
22 December 2006
Netcentric Systems Plc
Proposed acquisition of The Oil Mining Company Inc.
Proposed placing of 51,238,000 new Ordinary Shares of 0.5p each at a price of
2.5p per share
Proposed waiver of Rule 9 of the City Code on Takeovers and Mergers
Proposed change of name to "TomCo Energy Plc"
Proposed changes to Memorandum and Articles of Association
Application for admission to trading on AIM
Notice of Extraordinary General Meeting
Certain definitions and terms apply throughout this announcement and your
attention is drawn to the table at the end of this announcement where these
definitions and terms are set out in full.
Netcentric Systems PLC ("Netcentric" or "the Company") has today conditionally
agreed to acquire the entire issued share capital of The Oil Mining Company Inc
("TomCo") through the issue of 200,000,000 new Ordinary Shares, valuing TomCo at
#5 million at the Placing price of 2.5p and approximately #2.05 million based on
the closing mid-market price of 1.025 pence per Ordinary Share on 29 June 2006,
being the day immediately prior to the suspension of the Company's shares from
trading on AIM under Rule 15 of the AIM Rules. With today's announcement that
suspension has been lifted.
The Company is also raising up to #1,280,950 million before expenses through the
Placing of 51,238,000 new Ordinary Shares in the Company. The net proceeds of
the Placing will be used to fund the acquisition of producing oil wells and
proven shallow drilling prospects in the USA with the balance used to meet the
working capital requirements of the enlarged Company.
TomCo is a company incorporated in Utah, USA, which holds two State of Utah oil
shale leases comprising approximately 2,918 acres in the Green River oil shale
formation and which are estimated to contain some 230 million barrels of oil.
Shell has announced that its in situ extraction technology could be economic at
oil prices of US$30 per barrel.
The Company's strategy following completion will be twofold. Firstly, to hold
the TomCo leases as a long-term asset to be exploited when the commercial
conditions are suitable. Secondly, to acquire and develop conventional oil
assets in the USA. Led by Howard Crosby and John Ryan, the Company will
concentrate principally on acquiring participations in shallow producing oil
wells and intends to establish a portfolio of principally oil producing
properties which will provide cash flow for the enlarged Company. On completion,
John Ryan, a director of TomCo and a vendor, will be appointed to the Board.
John Ryan and Howard Crosby, an existing director of the Company, have
co-invested and been co-directors of a number of resource companies, primarily
in the USA. Companies in which Mr Ryan and Mr Crosby have been investors and
directors include Cadence Resources, which rose in value from under US$1 million
in 2001, when the company adopted its oil and gas investment strategy, to over
US$450 million in June 2006, when Mr Crosby stepped down as a director and
Platinum Diversified Mining Inc, which raised US$77.9 million net of expenses
and was admitted to AIM in March 2006.
If the relevant Resolutions are duly passed at the EGM, the Company's existing
trading facility on AIM will be cancelled and the Company will apply for the
Enlarged Share Capital to be admitted to trading on AIM. Admission is expected
to take place on 16 January 2007.
In view of the size and nature of the Acquisition, it is a reverse takeover of
the Company under the AIM Rules. Accordingly, the Acquisition is conditional on
the approval of the Shareholders. A circular will be sent to shareholders today
together with a notice of EGM containing a number of proposals including a
waiver of Rule 9 of the City Code on Takeovers and Mergers and the change of the
Company's name to TomCo Energy Plc
Strand Partners Limited is the Company's nominated adviser and broker.
For further information:
Simon Raggett/Warren Pearce +44 (0)207 409 3494
Strand Partners Limited
Simon Rothschild/Louise Mason +44 (0)20 7367 8888
Bankside Consultants
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