Deal10 Sep 2018 09:07
Corporate update and proposed acquisition
The Board has considered a number of potential acquisition targets over the last six months and is pleased to announce that it has agreed conditional heads of terms (the "Agreement") to acquire the entire issued share capital of Digitalbox Publishing (Holdings) Ltd ("Digitalbox"), subject to certain conditions and due diligence (the "Proposed Acquisition"). The Proposed Acquisition would constitute a Reverse Takeover pursuant to AIM Rule 14, and the Company's shares will remain suspended pending the publication of the required AIM Admission Document and shareholder approval of the Acquisition.
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. Should the Company not complete the Acquisition or an alternative acquisition pursuant to AIM Rule 14, trading in its Ordinary Shares on AIM will, in accordance with AIM Rule 41, be cancelled six months following today's suspension.
Pursuant to the Agreement, the parties propose that Polemos will acquire Digitalbox for new ordinary shares in the Company. For the purposes of the Agreement, the parties have agreed a valuation of Polemos of 1.1p per ordinary share, subject to a cap of GBP1.1 million on a fully diluted basis, and the existing issued equity of Digitalbox at GBP10 million (before capitalisation of any existing shareholder loans to Digitalbox, currently amounting in aggregate to GBP355,000). Under the Agreement, the parties plan to arrange a placing of new ordinary shares in Polemos, conditional on Admission, to raise approximately GBP3 million.
The Agreement provides the Company with exclusivity in relation to the Proposed Acquisition until 30 November 2018.
Information on Digitalbox
Digitalbox is a 'pure play' digital media business. The business was founded in 2013 by Martin Higginson, the founder of Monstermob Group plc, NetPlayTV plc, and co-founder of Immotion Group plc. The business is the publisher of the UK digital media TV and celebrity online brand, 'Entertainment Daily', which delivers over 8 million monthly visits from 2 million UK unique users. Digitalbox's strategy is to capitalise on disruptive market forces, through acquiring mobile digital community-focussed editorial content, with advertising delivered by Digitalbox's programmatic platform, combined with e-commerce.
Digitalbox's senior team consists of Non-Executive Chairman, Sir Robin Miller, former CEO, and Chairman of Emap plc; CEO, James Carter, co-founder of Factory Media (sold to Forward Internet Group in 2012) and former Publishing Director at Emap plc responsible for FHM; and COO Jim Douglas, former Editorial Director at Future Publishing plc.
The Directors of Polemos believe the transaction would be in the best interests of shareholders and will update shareholders in due cou