TIDMNAUT
RNS Number : 6725A
Nautilus Marine Services PLC
31 May 2019
Nautilus Marine Services plc
("Nautilus", or the "Company")
Proposed Cancellation of Admission to Trading on AIM
Publication of Circular and Notice of Annual General Meeting
Nautilus Marine Services PLC (AIM: NAUT), announces that, as a
result of a review of the benefits and drawbacks of being a quoted
company, the Board has concluded that the cancellation of admission
of its Ordinary Shares to trading on AIM ("Cancellation") is in the
best interests of the Company and its Shareholders as a whole.
The Company therefore announces its intention to seek
Shareholder's approval for the Cancellation. An explanatory
circular will be posted to Shareholders today (the "Circular")
setting out the background to and reasons for the Cancellation, the
reasons why the Directors believe that this is in the best
interests of the Company and its Shareholders as a whole and their
recommendation to Shareholders to vote in favour of the resolution
to approve the Cancellation (the "Resolution").
The Company is seeking Shareholders' approval of the
Cancellation at the Annual General Meeting which has been convened
for 12.00 p.m. on 24 June 2019 at the offices of finnCap Ltd at 60
New Broad Street, London EC2M 1JJ. If the Resolution is passed at
the Annual General Meeting, it is anticipated that Cancellation
will become effective at 7.00 a.m. on 2 July 2019. A notice
convening the Annual General Meeting is set out in the
Circular.
The Company has received irrevocable undertakings from HKN,
Inc., McLarty Capital Partners SBIC, L.P. (trading as The Firmament
Group), Lyford Investment Enterprises Ltd, Aeterna Capital Fund II,
LLC and Evansville Limited, to vote, or procure votes, in favour of
the Resolutions for 38,550,458 Ordinary Shares in aggregate,
representing approximately 73.42 per cent. of the entire issued
share capital of the Company. Further details in respect of the
irrevocable undertakings can be found in paragraph 9 below.
The Directors have also concluded that it is in the best
interests of the Company and its Shareholders for the Company to
re-register as a private company and adopt the New Articles
following the Cancellation (the "Re-Registration"). The
Re-Registration is conditional upon the Cancellation becoming
effective and the approval of not less than 75 per cent. of the
votes cast by Shareholders (whether present in person or by proxy)
at the Annual General Meeting. The Company has made arrangements
for a Matched Bargain Facility to assist Shareholders to trade in
the Ordinary Shares to be put in place from the day of Cancellation
if the Resolution is passed.
Under the Companies Act 2006, the Company is obliged to hold an
annual general meeting by no later than 30 June 2019. Accordingly,
the Directors have decided to seek approval for the AIM
Cancellation and the Re-Registration at the Annual General Meeting
in addition to the usual business to be conducted.
Subject to the Resolution being passed at the Annual General
Meeting, the expected last day of dealings in Ordinary Shares on
AIM will be 1 July 2019 and the cancellation will become effective
at 7.00 a.m. on 2 July 2019. Pursuant to Rule 41 of the Aim Rules,
the Company, through its Nominated Adviser, finnCap Ltd, has
notified the London Stock Exchange of the proposed
Cancellation.
The above summary should be read in conjunction with the full
text of this announcement and the Circular. Extracts of the
Circular, which sets out the background to and reasons for the
Company seeking Cancellation are set out below and a copy of the
Circular will shortly be available on the Company's website
http://www.nautilusmarineplc.com/investor-relations
For further information, please contact:
Nautilus Marine Services Plc
nautilusirinfo@nmsplc.com
www.nautilusmarineplc.com
finnCap Ltd Tel: +44 (0)20 7220 0500
Christopher Raggett / Kate Bannatyne (Corporate Finance)
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Extracts from the Circular
1. Introduction
The Directors have concluded that it is in the best interests of
the Company and its Shareholders to cancel the admission of the
Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM
Rules, the Company (through its nominated adviser, finnCap Ltd) has
notified the London Stock Exchange of the date of the proposed
Cancellation.
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes
cast by Shareholders (whether present in person or by proxy) at the
Annual General Meeting notice of which is set out in the
Circular.
The Directors have also concluded that it is in the best
interests of the Company and its Shareholders for the Company to
re-register as a private company and adopt the New Articles
following the Cancellation. The Re-Registration is conditional upon
the Cancellation becoming effective and the approval of not less
than 75 per cent. of the votes cast by Shareholders (whether
present in person or by proxy) at the Annual General Meeting.
Under the Companies Act 2006, the Company is obliged to hold an
annual general meeting by no later than 30 June 2019. Accordingly,
the Directors have decided to seek approval for the AIM
Cancellation and the Re-Registration at the Annual General Meeting
in addition to the usual business to be conducted.
The Company is therefore seeking Shareholders' approval of the
Cancellation and the Re-Registration at the Annual General Meeting
which has been convened for 12.00 p.m. on 24 June 2019 at the
offices of finnCap, 60 New Broad Street, London EC2M 1JJ.
If the Cancellation Resolution is passed at the Annual General
Meeting, it is anticipated that the Cancellation will become
effective at 7.00 a.m. on 2 July 2019.
If the Cancellation Resolution and the Re-Registration
Resolution are passed at the Annual General Meeting, it is
anticipated that the Re-Registration will become effective by 24
July 2019.
The purpose of the Circular is to:
-- seek Shareholders' approval for the Cancellation Resolution,
the Re-Registration Resolution and the other matters normally
considered at an annual general meeting of the Company;
-- provide Shareholders with the information on the background
to and reasons for Cancellation, Re-Registration and other
Resolutions; and
-- explain the consequences of the Cancellation and why the
Directors unanimously consider the Cancellation to be in the best
interests of the Company and its Shareholders as a whole;
-- explain the consequences of the Re-Registration and why the
Directors unanimously consider the Re-Registration to be in the
best interests of the Company and its Shareholders as a whole.
2. Background and reasons for Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors:
-- as highlighted in the Company's announcement on 6 March 2019
of its final results for the year ended 31 December 2018, the
Directors believe that conditions in the offshore service industry
have made it increasingly difficult for the Company to identify
investment opportunities at attractive valuations in its chosen
sector of operation. The Directors believe that a primary reason
for a public listing is the ability to raise capital from external
investors to pursue investment opportunities and that attractive
opportunities will continue to be difficult to find. In addition,
as reported in the announcement of the Company's final results for
the year ended 31 December 2018, the Company had cash of $11
million as at 31 December 2018. The Directors believe it is
therefore unlikely that the Company will require further external
investment at this juncture;
-- due to the Company's limited liquidity in its shares (with an
average daily volume of 0.39 per cent. of the issued share capital
of the Company traded in the last six months), modest market
capitalisation (GBP2.44 million as at 30 May 2019, being the latest
practicable date prior to this announcement) and the dilutive
impact of the conversion rights under the Convertible Loan Notes,
the Board believes it is unlikely that the Ordinary Shares can be
used to affect any future acquisitions/investments nor can they be
used to incentivise the Company's staff;
-- the Major Shareholders hold, in aggregate, approximately
73.42 per cent. of the Company's currently issued Ordinary Shares
resulting in a limited free float and liquidity with the
consequence that the AIM listing of the Ordinary Shares does not,
in itself, offer investors the opportunity to trade in meaningful
volumes or with frequency within an active market;
-- as detailed below, following the Cancellation, the Remaining
Directors will consider the future strategy of the Company,
including the potential sale of the currently owned offshore
service vessels. If effected whilst subject to the AIM Rules, any
change in strategy would likely have attendant regulatory
consequences including the potential requirement to publish a
revised admission document. The Directors consider that the cost of
complying with such requirements would be overly burdensome for a
business of the Company's size;
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
3. Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the Annual
General Meeting, it is proposed that the last day of trading in
Ordinary Shares on AIM will be 1 July 2019 and that the
Cancellation will take effect at 7.00 a.m. on 2 July 2019.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares. Save for the proposed
Matched Bargain Facility referred to in paragraph 7 below, no other
recognised market or trading facility is intended to be put in
place to facilitate the trading of the Ordinary Shares;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
-- the levels of transparency and corporate governance within
the Company may not be as stringent as for a company quoted on
AIM;
-- the Company will cease to have an independent nominated adviser and broker;
-- with regard to the current Directors, Donald Zac Phillips,
Alan Henderson and David Quint are not offering themselves for
re-election at the Annual General Meeting and will therefore cease
to be directors of the Company at the end of the Annual General
Meeting. The only directors of the Company following the Annual
General Meeting will be the Remaining Directors;
-- the Board will no longer have independent representation. Of
the Remaining Directors, Tedmond Wong has been appointed to the
Board to represent the interests of McLarty Capital Partners SBIC,
L.P. (trading as The Firmament Group), a Major Shareholder holding
23.85 per cent. of the issued share capital of the Company, and
Weston Quasha has been appointed to the Board to represent the
interests of HKN, Inc., a Major Shareholder holding 24.39 per cent.
of the issued share capital of the Company;
-- whilst the Company's CREST facility will remain in place post
the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they will cease to be transferable through CREST. In
this instance, Shareholders who hold Ordinary Shares in CREST will
receive share certificates; and
-- the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends that it will continue to provide
certain facilities and services to Shareholders that they currently
enjoy as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
-- continue, for at least 12 months following the Cancellation, to maintain its website, www.nautilusmarineplc.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules. In particular, following Cancellation the Remaining Directors will consider the future strategy of the Company including pursuing other acquisition opportunities outside the offshore service sector as well as the potential disposal of the currently owned offshore service vessels, however no decisions have been made in this regard at this time. Any future change in strategy will be communicated via a Regulatory Information Service.
4. Re-registration
The Board believes that the requirements and associated costs of
the Company maintaining its public company status are overly
burdensome considering its size and that the Company will benefit
from the more flexible requirements and lower costs associated with
private limited company status. It is therefore proposed to
re-register the Company as a private limited company. In connection
with the Re-Registration, it is proposed that the New Articles be
adopted to reflect the change in the Company's status to a private
limited company. The principal effects of the Re-Registration and
the adoption of the New Articles on the rights and obligations of
Shareholders and the Company are summarised in the Circular. A copy
of the New Articles can be viewed on the Company's website at
www.nautilusmarineplc.com.
Subject to and conditional upon the Cancellation and the passing
of the Re-Registration Resolution, application will be made to the
Registrar of Companies for the Company to be re-registered as a
private limited company. Re-Registration will take effect when the
Registrar of Companies issues a certificate of incorporation on
Re-Registration. The Registrar of Companies will not issue the
certificate of incorporation on Re-Registration until the Register
of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register as a private limited
company.
If the Cancellation Resolution and the Re-Registration
Resolution are passed at the Annual General Meeting, it is
anticipated that the Re-Registration will become effective by 24
July 2019.
5. Takeover Code
Shareholders should note that once the Re-Registration becomes
effective, the Takeover Code will cease to apply to the Company
should the Company's central management and control of the Company
be deemed to have moved outside the United Kingdom. Donald Zac
Phillips, Alan Henderson and David Quint are not offering
themselves for re-election at the Annual General Meeting and will
therefore cease to be directors of the Company at the end of the
Annual General Meeting. The Board will therefore be comprised of
the two Remaining Directors, one of whom is based in the United
Kingdom and one of whom is based in the United States. However, the
intention of the Company is to relocate the central management and
control of the Company outside the United Kingdom by the
appointment of a majority of overseas directors in due course
following the Re-Registration.
If the Re-Registration becomes effective and the Company
subsequently relocates the central management and control of the
Company outside the United Kingdom, the Takeover Code will
therefore no longer apply to the Company with effect from the date
when the relocation of the central management and control of the
Company becomes effective. In such circumstances, the Shareholders
will not be afforded the protections under the Takeover Code and in
particular, any individual or entity, including the Major
Shareholders, will be able to purchase Ordinary Shares without
incurring a requirement to make an offer to the rest of the
Shareholders to purchase the remaining Ordinary Shares.
Shareholders should also note that the new Articles do not
contain any provisions to suspend the voting rights of Shareholders
in situations where the Takeover Code might otherwise have applied.
This is further described in the Circular.
The Directors consider that the removal of these provisions in
the New Articles is consistent with the Company's status as a
private company following the Cancellation.
6. Convertible Notes
The Company has agreed changes to the Convertible Loan Notes
with the Convertible Loan Note Holders conditional upon the
Cancellation to reflect the fact that the Ordinary Shares arising
on conversion of the Convertible Loan Notes will no longer be
traded on AIM.
A summary of the principal changes to the Convertible Loan Notes
is set out in the Circular.
7. Transactions in the Ordinary Shares post the proposed Cancellation
The Board is aware that the proposed Cancellation, should it be
approved by Shareholders at the Annual General meeting, would make
it more difficult for Shareholders to buy and sell Ordinary Shares
should they wish to do so.
Therefore, the Company has made arrangements for a Matched
Bargain Facility to assist Shareholders to trade in the Ordinary
Shares to be put in place from the day of Cancellation if the
Cancellation Resolution is passed. The Matched Bargain Facility
will be provided by JP Jenkins for a period of not less than twelve
months following Cancellation. Under the Matched Bargain Facility,
Shareholders or persons wishing to acquire or dispose of Ordinary
Shares will, via their broker, be able to leave an indication of
the number of Ordinary Shares that they are prepared to buy or sell
at an agreed price. In the event that JP Jenkins is able to match
that order with an opposite sell or buy instruction, they would
contact both parties and then effect the bargain. Should the
Cancellation become effective and the Company put in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.nautilusmarineplc.com
and directly by letter or e-mail (where appropriate).
8. Current Trading, Strategy and Prospects
The Company released its final results for the 12 months ended
31 December 2018 on 6 March 2019. In this report, the Directors
stated:
"Following its decision during the prior year to shift the
Group's focus from Latin American oil and gas exploration and
production to global offshore services, the Group spent substantial
time during the year seeking and evaluating opportunities to
acquire or otherwise invest in offshore service companies as well
as related offshore service assets and technologies. The offshore
industry conditions have made it increasingly difficult for the
Group to locate investment opportunities at attractive pricing. As
a result, the Group began to investigate expanded energy investment
strategies during the second half of the year.
While the Group continued to actively monitor and assess
offshore market conditions to identify opportunities to either put
its offshore vessels and equipment into service or sell these at
attractive pricing, it also concurrently implemented further
significant reductions in its administrative and offshore operating
cost structures. These reductions included additional staff
reductions, the transition of the fleet closer to cold layup
status, and relocation and down-sizing of its corporate office. The
Group expects to keep this reduced cost structure in place while
depressed market conditions persist.
The Group also worked during the year to address contractual
concerns over the continuity of production at its two remaining oil
and gas fields in Colombia. In response to these concerns, the
Group developed and initiated a plan to resume production and/or
development activities at both of its fields. These plans include
testing and analysis of its current wellbores to evaluate their
potential to restore production given advances in technologies.
Further, the Group intends to obtain new seismic studies which will
aid in the identification of potential well sites. The Group is
confident that these actions will assuage any contractual concerns
and that the Group will continue to enjoy full title over these
assets until they are sold.
As the Group worked to develop these plans for the Colombia
assets, it also began to receive increasingly attractive offers to
purchase these assets. Following initial evaluations of these
offers, the Board and management concluded that it is in the
Group's best interests to pursue the divestiture of these
properties during 2019, and as a result this operating segment is
reflected at year-end as discontinued operations within the Group's
reporting. Until the Group is able to identify and complete an
acceptable transaction for its Colombian assets, it intends to
continue to focus on controlling costs at these fields while
maintaining contractual and environmental compliance and
progressing its reactivation plans."
Following the Cancellation, the Remaining Directors will
consider the future strategy of the Company including pursuing
other acquisition opportunities outside the offshore service sector
or winding the Company's operations down and returning the
Company's capital to Shareholders. No decisions have been made in
this regard at this time, however, any future change in strategy
will be communicated via a Regulatory Information Service.
9. Irrevocable Undertakings/Voting Intentions
The Company has received irrevocable undertakings from each of
the Major Shareholders to vote or procure votes in favour of the
Resolutions in respect of, in aggregate, 38,550,458 Ordinary
Shares, representing approximately 73.42 per cent. of the entire
issued share capital of the Company.
Accordingly, the Directors believe it is likely that the
Resolutions will be passed at the Annual General Meeting
10. Process for Cancellation and Re-Registration
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at a general meeting. Accordingly, the Notice of
Annual General meeting set out in the Circular contains a special
resolution (Resolution number 1) to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the Annual General meeting,
to cancel the Company's admission of the Ordinary Shares to trading
on AIM on 2 July 2019. Accordingly, if the Cancellation Resolution
is passed the Cancellation will become effective at 7.00 a.m. on 2
July 2019. If the Cancellation becomes effective, finnCap Ltd will
cease to be nominated adviser of the Company and the Company will
no longer be required to comply with the AIM Rules.
Under the Companies Act 2006, it is a requirement that the
Re-Registration and adoption of the New Articles must be approved
by not less than 75 per cent. of votes cast by Shareholders at a
general meeting. Accordingly, the Notice of Annual General meeting
set out in the Circular contains a special resolution (Resolution
number 2) to approve the Re-Registration and adoption of the New
Articles.
11. Annual General Meeting
The Annual General meeting will be held at finnCap Ltd at 60 New
Broad Street, London EC2M 1JJ commencing at 12.00 p.m. on 24 June
2019. The resolutions to be proposed at the Annual General Meeting
are as follows:
SPECIAL RESOLUTIONS:
Cancellation of admission of the Ordinary Shares to trading on
AIM (Resolution 1)
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at a general meeting. Accordingly, the Notice of
Annual General meeting set out in the Circular contains a special
resolution (Resolution number 1) to approve the Cancellation.
Re-registration of the Company as a private company under the
Companies Act 2006 (Resolution 2)
Under the Companies Act 2006, it is a requirement that the
Re-Registration and adoption of the New Articles must be approved
by not less than 75 per cent. of votes cast by Shareholders at an
Annual General meeting. Accordingly, the Notice of Annual General
meeting set out in the Circular contains a special resolution
(Resolution number 2) to approve the Re-registration and adoption
of the New Articles.
ORDINARY BUSINESS:
Re-election and election of the Directors (Resolutions 3 and
4)
In accordance with Article 85 of the Current Articles, each of
the Directors (other than Remaining Directors who were appointed
after the last annual general meeting and who must retire by under
Article 81) is required to retire by rotation at each annual
general meeting of the Company. Accordingly, each of Alan
Henderson, David Quint and Donald Zac Phillips shall retire. None
of these individuals is putting themselves forward for re-election
which means that they will cease to be directors at the end of the
Annual General Meeting.
In accordance with Article 81 of the Current Articles, as the
Remaining Directors were appointed after the last annual general
meeting they must retire at the Annual General Meeting but can
submit themselves for re-election. Accordingly, each of Tedmond
Wong and Weston Quasha shall retire at the Annual General Meeting
and have submitted themselves for re-election.
Brief biographical details of the Remaining Directors standing
for re-election appear on the Company's website.
Annual Report and Accounts (Resolution 5)
Shareholders will be asked to receive and adopt the Annual
Report and Accounts together with the Directors' and Auditors'
reports on the Annual Report and Accounts.
Auditors (Resolutions 6 and 7)
As a public company, the Company is required at each annual
general meeting at which accounts are presented to appoint auditors
to hold office until the next such meeting. BDO LLP have indicated
their willingness to continue in office. There are, however,
different requirements that apply to private companies.
Accordingly, Resolution 6 will, if passed, reappoint BDO LLP as
auditors of the Company to hold office:
-- until the next annual general meeting at which accounts are
laid before the Company if the Company remains a public company;
or
-- if the Company is re-registered as a private company, until
30 September 2020 or, if earlier, the date on which the Company's
annual accounts and financial reports for the year ended 31
December 2019 are sent to shareholders.
Resolution 7 will, if passed, authorise the Directors to fix
their remuneration.
12. Action to be taken
Shareholders will not receive a Form of Proxy for the 2019
Annual General meeting in the post. Instead, Shareholders can vote
online at signalshares.com. To register, Shareholders will need the
Investor Code, which can be found on the letter or e-mail
Shareholders receive announcing the meeting. Once logged on, click
on the 'Vote Online Now' button to vote. Proxy votes should be
submitted as early as possible and in any event, no later than 48
hours before the start of the meeting (excluding weekends and
public holidays). Submission of a proxy vote will not preclude
Shareholders from attending and voting at the Annual General
meeting in person if Shareholders so wish. Shareholders may request
a hard copy proxy form directly from the Registrars, Link Asset
Services on 0871 664 0300. Calls cost 12p per minute plus your
phone company's access charge. If you are outside the United
Kingdom, please call +44 371 664 0300. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00a.m. - 5.30p.m., Monday to Friday, excluding
public holidays in England and Wales.
13. Recommendation
For the reasons noted above, the Directors consider that the
Resolutions to be put to the meeting are in the best interests of
the Company and its Shareholders as a whole and therefore
unanimously recommend that Shareholders vote in favour of all of
the Resolutions to be proposed at the Annual General Meeting, as
they intend to do (other than in respect of their own appointment
as Directors) in respect of their own beneficial holdings amounting
in aggregate to 164,768 shares, representing approximately 0.3 per
cent. of the Company's issued share capital as of the date of this
Notice.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Notice provided to the London Stock 21 May 2019
Exchange to notify it of the proposed
Cancellation
Publication and posting of the Circular 31 May 2019
Latest time and date for receipt of 12.00 p.m. on 20 June 2019
online proxy votes or completed Forms
of Proxy in respect of the Annual
General Meeting
Time and date of the Annual General 12.00 p.m. on 24 June 2019
Meeting
Expected last day of dealings in Ordinary 1 July 2019
Shares on AIM(2)
Expected time and date of Cancellation(3) 7.00 a.m. on 2 July 2019
Expected time and date of Re-Registration(4) By 24 July 2019
Notes:
(1) All of the times referred to in this announcement refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service and/or the
Company's website.
(3) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the Annual General
Meeting.
(4) The Re-Registration requires the approval of not less than
75 per cent. of the votes cast by Shareholders at the Annual
General Meeting.
DEFINITIONS
"AIM" AIM, the market operated by the London
Stock Exchange
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by
the London Stock Exchange, as amended from
time to time
"Annual General Meeting" the Annual General Meeting of the Company
convened for 12.00 p.m. on 24 June 2019
and any adjournment thereof, notice of
which is set out in the Circular
"Articles" the articles of incorporation of the Company
as amended from time to time
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which
banks are generally open for business in
London for the transaction of normal banking
business
"Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM, subject to passing
of the Cancellation Resolution and in accordance
with Rule 41 of the AIM Rules
"Cancellation Resolution" Resolution number 1 to be proposed at the
Annual General Meeting
"Circular" The document to be sent to Shareholders
containing information about the Cancellation,
Re-registration, adoption of New Articles
and the Annual General Meeting
"Company" or "Nautilus" Nautilus Marine Services, a company incorporated
in England and Wales with Registered Number
04330608
"Convertible Loan the Convertible A Loan Notes, the Convertible
Notes" B Loan Notes and the Convertible C Loan
Notes
"Convertible A Loan the US$ 10.5 Million Convertible Unsecured
Notes" A Loan Notes due 2027 issued by the Company
pursuant to an instrument dated 9 February
2017 and of which US$ 500,000 in nominal
value plus accrued interest remain outstanding
"Convertible B Loan the US$ 6.1 Million Convertible Unsecured
Notes" B Loan Notes due 2029 issued by the Company
pursuant to an instrument dated 9 February
2017 and of which US$ 6.1 million in nominal
value plus accrued interest remain outstanding
"Convertible C Loan the US$ 15 Million Convertible Unsecured
Notes" C Loan Notes due 2032 issued by the Company
pursuant to an instrument dated 9 February
2017 and of which US$ 15 million in nominal
value plus accrued interest remain outstanding
"Convertible Loan the registered holders of the Convertible
Note Holders" Loan Notes
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined in
those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No 3755) (as amended),
and any applicable rules made thereunder
"Current Articles" the articles of association of the Company
at the date of this announcement
"Directors" or "Board" the directors of the Company
"Euroclear" Euroclear UK & Ireland Limited
"Form of Proxy" the paper form of proxy requested by a
Shareholder for use at the Annual General
Meeting or at any adjournment thereof
"Irrevocable Undertakings" the irrevocable undertakings received by
the Company from the Major Shareholders
to vote in favour of the Resolutions
"London Stock Exchange" London Stock Exchange plc
"Major Shareholders" HKN, Inc., McLarty Capital Partners SBIC,
L.P. (trading as The Firmament Group),
Lyford Investment Enterprises Ltd, Aeterna
Capital Fund II, LLC and Evansville Limited
"Matched Bargain the matched bargain trading facility to
Facility" be put in place by the Company with JP
Jenkins following the Cancellation, subject
to the passing of the Cancellation Resolution
"New Articles" the new articles of association of the
Company to be adopted following the passing
of Resolution number 2 to be proposed at
the Annual General Meeting
"Notice of Annual the notice of Annual General Meeting which
General is set out in the Circular
Meeting" or "Notice"
"Ordinary Shares" ordinary shares of GBP0.01 in the capital
of the Company, and "Ordinary Share" means
any one of them
"Registrars" Link Asset Services
"Regulatory Information has the meaning given to it in the AIM
Service" Rules any of the services approved by the
London Stock Exchange for the distribution
of AIM announcements and included within
the list maintained on the website of the
London Stock Exchange
"Remaining Directors" Weston Quasha and Tedmond Wong
"Re-Registration" the re-registration of the Company as a
private limited company and the consequential
adoption of the New Articles
"Re-Registration Resolution number 2 to be proposed at the
Resolution" Annual General Meeting
"Resolutions" the resolutions to be proposed at the Annual
General Meeting in the form set out in
the Notice of Annual General Meeting (and
each of which shall be a "Resolution");
"Shareholders" holders of Ordinary Shares from time to
time and "Shareholder" means any one of
them
"Takeover Code" the City Code on Takeovers and Mergers
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAAMMFTMBJJBAL
(END) Dow Jones Newswires
May 31, 2019 02:00 ET (06:00 GMT)
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