RE: RNS out2 Oct 2019 08:06
The Company has also agreed to sell its 50% interest in Marginal Field Development Company (MFDevCo) Ltd ("MFDevCo") to RMRI Limited (which holds the remaining 50% interest in MFDevCo) in consideration for the release of all outstanding debts due to RMRI Limited and Alan Minty, which totals, in aggregate, £1,230,614.21 ("Proposed Sale"). The Proposed Sale is considered to be a fundamental disposal under the AIM Rules for Companies ("AIM Rules"). As such it is subject to shareholder approval at the General Meeting. In addition, the Proposed Sale is considered a related party transaction under the AIM Rules as RMRI Limited is controlled by Alan Minty, a former director within the last 12 months of Nu-Oil. To enable the continued development of MFDevCo, the Nu-Oil Board have waived their shareholder rights on MFDevCo up to the point of the General Meeting.
The Independent Directors of the Company (being Graham Scotton, Frank Jackson, Tejvinder Minhas and Michael Bowman) consider, having consulted with Strand Hanson Limited, that the terms of the sale of the Company's 50% interest in MFDevCo to RMRI Limited are fair and reasonable as far as shareholders are concerned.
Should the Proposed Sale be approved at the General Meeting the Company will then be considered a cash shell under the AIM Rules and will have six months to effect a reverse takeover under Rule 14 or be suspended from trading. If that happened, the Company would have another six months to effect a reverse takeover or be de-listed from AIM.
In addition, RMRI Limited will be issued with 88,709,678 new Ordinary Shares in the Company to the value of £55,000 in relation to ongoing services rendered to the Company, also subject to shareholder approval. This is a significant discount on the existing liability due to RMRI Limited for work undertaken by it on MFDevCo activities.
Proposed Placing
The Company has conditionally agreed to raise gross proceeds of £0.5 million by way of a placing of 1.0 billion new Ordinary Shares at a price 0.05p per share, subject to shareholder approval at the General Meeting ("Proposed Placing"). The subscribers of the Proposed Placing have been introduced by representatives of C4. The net proceeds of the Proposed Placing will be used for short term general working capital purposes. In the event that the Proposed Placing was not approved at the General Meeting, the Board would have to seek alternative financing immediately. In the event that such financing was not available then the Company would be put into administration.