Here are the key points..24 Jan 2018 18:02
RNS dated 8th September 2017..
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.