TIDMPLMO
RNS Number : 1684Q
Polemos PLC
08 September 2017
7.30am 8 September 2017
Polemos Plc
("Polemos" or the "Company")
Potential Acquisition
Suspension of trading on AIM
Polemos is pleased to announce that it has entered into an
agreement (the "Agreement") assigning to the Company the benefit of
a binding term sheet to acquire 100% of the issued share capital of
SecurLinx Corporation ("SecurLinx"), a US based cyber security
company.
Under the terms of the Agreement, the Company has been assigned
the rights under an Option Agreement, to acquire SecurLinx through
the issuance of 50,981,941,743 new ordinary shares of 0.01p each in
the Company (the "Ordinary Shares") at an issue price of 0.035p per
Ordinary Share (the "Consideration Shares") with a value of
GBP17,843,680 (the "Acquisition"). Under the Agreement, the Company
has also agreed to advance a loan to SecurLinx, totalling
US$500,000 (the "Loan"), payable in two tranches; the initial
tranche of US$300,000 being due on signing of the Agreement and the
second tranche to follow within 21 days. The Loan is convertible
into 1,326,794 ordinary shares in SecurLinx representing 3.21% of
the company's fully diluted share capital, bears interest at 2% per
annum and is repayable on 24 August 2018. The Company expects
SecurLinx to use the Loan funds to convert sales targets and secure
new customers to grow its business.
As the Acquisition would constitute a Reverse Takeover pursuant
to AIM Rule 14, the Directors have requested that trading in the
Company's shares be suspended with immediate effect pending the
publication of the required AIM Admission Document.
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation, shareholder approval and compliance with
all regulatory requirements, including the AIM Rules and Takeover
Code.
Key terms of the Agreement:
- subject to conditions set out below, Polemos (the "Buyer")
will acquire SecurLinx (the "Seller") through the issuance of
50,981,941,743 new Ordinary Shares at an issue price of 0.035p per
Ordinary Shares with a value of GBP17,843,680 on a fully diluted
basis (the "Acquisition");
- in connection with the Convertible Loan Note ("CLN") held by
Polemos in Oyster Oil and Gas Ltd. ("Oyster"), it has been agreed
that, if following conversion of the CLN into Common Shares in
Oyster, should the value of such Common Shares held at completion
of the Acquisition, aggregated with the value of any proceeds
raised from the sale of any of these shares prior to completion, be
greater or lesser in value than GBP600,000, then the value of
Consideration Shares issued on completion will be varied by the
same amount, either up or down;
- the Acquisition is conditional on the Buyer being satisfied
with the results of financial, legal, technical, taxation and
commercial due diligence;
- the Buyer and Seller entering into a Share Purchase Agreement;
- there will be a 1:1,000 share consolidation of the Ordinary
Shares in conjunction with the Transaction;
- there is a long stop date of 28 February 2018 and an
exclusivity period to 31 December 2017; and
- the Buyer shall make a loan to SecurLinx of US$500,000 with an
interest rate of 2% per annum, convertible into 1,326,794 ordinary
shares in SecurLinx representing 3.21% of the fully diluted share
capital and is repayable on 24 August 2018. The Loan is payable in
two tranches: the initial tranche of US$300,000 being due on
signing of the Agreement with the second tranche to follow within
21 days.
Hamish Harris, Executive Chairman commented " After an
exhaustive search and investigation of a number of opportunities,
we are very pleased to have found an opportunity which combines low
capex, a very fast growing market, an experienced management team
and an impressive order pipeline."
The Directors believe that the Transaction would be in the best
interests of shareholders and further updates will be provided in
due course. Whilst the Directors remain confident about
successfully concluding this acquisition, there can be no guarantee
that a transaction will be completed.
About SecurLinx
SecurLinx is a Delaware incorporated company based outside
Detroit, Michigan. Via its subsidiary Prism, SecurLinx aims to
become the leading technical and tactical provider of seamlessly
integrated, affordable biometric identity management and access
control systems that serve domestic and international healthcare
markets and the private sector
The Company owns both patent pending technology and middleware
protected by copyrights which are incorporated into its products.
The Company has registered trademarks including FaceTrac(R),
SecurLinx(TM), WatchTracÔ, IdentiTracÒ, VeriTracÔ, IDTrac(TM),
AmberView(R) and AmberVision(TM).
The company's produces middleware interface components and
related data storage software used in association with all types of
biometric identification, secure access control, surveillance, and
document control systems that: (1) enable users to deploy any
combination of facial recognition, fingerprint, iris, vein and
other biometric applications in a single networked solution; and
(2) facilitate the sharing and consolidation of secure biometric
databases and related data from other sources. It is focused on
providing this to government and medical institutions across the US
as well as looking to expand in Europe.
More information can be found at: http://www.securlinx.com/
For the year ended 31 December 2016, SecurLinx reported a loss
before tax of US$553,756.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information, please contact:
Polemos PLC
Hamish Harris, Executive Chairman
Beaumont Cornish Limited (Nomad)
www.beaumontcornish.com
Roland Cornish/ James Biddle
Tel: +44 (0) 20 7628 3396
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams
Tel: +44 (0) 20 7469 0930
This information is provided by RNS
The company news service from the London Stock Exchange
END
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