Last checked at 8 Sep 2017 07:30
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 £17,843,680 (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 £17,843,680 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 £600,000, 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®, SecurLinx™, WatchTracÔ, IdentiTracÒ, VeriTracÔ, IDTrac™, AmberView® and AmberVision™.
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