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 
 

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END

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(END) Dow Jones Newswires

May 31, 2019 02:00 ET (06:00 GMT)

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