TIDMNUOG
RNS Number : 4076R
Nu-Oil and Gas PLC
08 March 2021
8 March 2021
Nu-Oil and Gas plc
("the Company" or "NUOG")
Corporate Update on Transformational Acquisition
Proposed Transaction highlights:
-- Acquisition of a cash generating company focused on the defence sector
-- Appointment of new Board members and Leadership Team
-- Restructuring of debt with Major Creditors
-- Repositioning of the Company, including name change
-- Intention to list on the Standard Segment of the LSE
-- New equity funding to provide working capital to close the transaction secured
Nu-Oil and Gas PLC (AIM:NUOG), the AIM Rule 15 cash shell, is
pleased to announce that it has signed a Heads of Terms in relation
to the proposed acquisition of Guardian Maritime Limited and
Guardian Barriers IP Limited, which envisages the enlarged group
applying to be listed on the Standard Segment of the LSE. The
Company is also proposing to change its name, a number of board
changes and a new senior executive team. In addition, the Company
has reached agreements in principle with its major creditors, as
well as secured new equity funding.
Heads of Terms and Proposed Name Change
The Company has signed a heads of terms to acquire up to 100% of
Guardian Maritime Limited ("GML") and 100% of Guardian Barriers IP
Limited ("GBI") (together the "Proposed Transaction"). GML is an
established company which is involved in the marketing and sales of
GBI's patent protected product, GUARDIAN. The GUARDIAN product is
an award winning design and system that can be retro-fitted onto
the guard rails of maritime vessels and not only serves as a visual
deterrent for pirates but also has, to date, proven to be
impregnable for pirates to board vessels fitted with this
technology by using the tools and tactics they employ.
The terms of the Proposed Transaction involve the payment by the
Company of GBP650,000 to acquire GML ("GML Consideration") and up
to GBP3.35 million to acquire GBI ("GBI Consideration").
The GML Consideration shall be satisfied through the issue of
new ordinary shares in NUOG ("Ordinary Shares") on Main Market
Admission (as defined below).
The GBI Consideration shall be satisfied through GBP350,000 in
cash plus a deferred consideration of up to GBP2 million through
the issue of Ordinary Shares, of which up to GBP1 million will be
issued on each of the first and second anniversary of Main Market
Admission, subject to the 12 month and 24 month post Proposed
Transaction closing sales performance of GUARDIAN meeting stated
growth targets. A six per cent cash royalty will also be paid on
the net cash received on sales of the GUARDIAN product up to a
maximum level of GBP1 million.
The initial roll out of this product, which mitigates the risk
of boarding and consequently reduces risk of loss of life, cargo
and vessel, has enjoyed success on a limited marketing budget and
driven by the passion of the product inventors alone. Investment
into a cohesive marketing campaign alongside co-ordination of new
sales channels, as well as the establishment of inventory to
dry-store units at pre-identified docks for rapid deployment, have
all been identified as areas that can be scaled materially to
provide immediate catalysts for sales growth post completion of the
Proposed Transaction.
As part of the Proposed Transaction, the Company intends to
apply to be admitted to the Standard Segment of the Official List
of the FCA and to trading on the Main Market for listed securities
of the London Stock Exchange ("Main Market Admission"). As such, at
the appropriate time, the Company's admission to trading on AIM
will be cancelled either as a result of the Main Market Admission
or, unless an extension is given, on or around 4(th) May 2021 as a
result of its AIM Rule 15 cash shell status.
As part of the Proposed Transaction, the Company intends to
undertake a placing in order to provide the enlarged group with the
necessary working capital for at least 12 months from Main Market
Admission. The Company will also seek shareholder authority to,
inter alia, change the Company name to Guardian Global Security
Plc.
Closing of the Proposed Transaction, and admission of the
Company's enlarged share capital to the Standard Segment, remains
subject to a number of factors, including receipt of shareholder
approvals (as required) and the necessary regulatory approvals.
Whilst the Board is confident of completing the Proposed
Transaction, there can be no certainty of that at this stage.
A presentation outlining the Proposed Transaction will be
published shortly on the Company's website at www.nu-oilandgas.com
.
Proposed Board Changes and New Leadership Team
The Company is pleased to announce that Mr Gary Smith has agreed
to join the Company as Chief Executive Officer on completion of the
Proposed Transaction and until such time he will assist the Company
to help facilitate the close of the Proposed Transaction where
appropriate. Gary has over 30 years' experience in the security
industry and has significant experience in maritime security.
The Company also intends to appoint Mr. Philip Campion to the
Board as a Non-Executive Director on completion of the Proposed
Transaction. Philip is a well known expert in the security industry
having spent over 30 years in a distinguished career which has
included active operations, public speaking including appearing on
Sky News as a commentator in the defence sector and producing "Big
Phils" documentary.
Additionally, it is intended that the founders of GML and GBI,
Mr. David and Mrs. Teresa Stevens will be retained as part of the
future team and appointed as Chief Sales and Chief Technical
Officers, respectively.
To support the new Leadership team, Mr. Jay Bhattacherjee has
today been appointed as Executive Chairman (formerly Non-executive
Chairman) and Mr. Frank Jackson has been appointed as Chief
Financial Officer (formerly Non-executive Director) with immediate
effect.
Due to current market conditions and the global economic crisis
created by the COVID-19 pandemic, the Directors confirm that strict
cost discipline continues to be maintained by the Company and that,
additionally, the Directors will continue to defer all their
cash-based remuneration due until completion of the Proposed
Transaction.
Agreement with Major Creditors
The Company is also pleased to announce it has agreed, in
principle, with C4 Energy Ltd ("C4"), the Company's largest
creditor, as part of this transaction to restructure the
outstanding debt obligation of GBP2.5 million. C4 remains
supportive of the Company and the Proposed Transaction and has
therefore agreed a material write down of the debts face value,
which will then be settled through the issue of new Ordinary Shares
on completion of the Proposed Transaction alongside new warrants,
both in lieu of cash repayment. Consequently, this agreement
provides flexibility and further headroom for the Company to
advance the Proposed Transaction.
The Company is pleased to further announce it has reached
agreement with YA II Ltd ("YA"), formerly YA Global Master SPV,
Ltd, to restructure its outstanding historical debt obligation.
Under the restructuring, the repayment term has been extended and
provides the Company, at its discretion and subject to certain
conditions, to repay the debt in cash or in new Ordinary Shares
should the proposed transaction complete.
New Equity Funding
In order to formally engage advisors, and to provide sufficient
working capital to commence the Proposed Transaction, the Company
is pleased to announce that it has raised GBP215,000 (gross)
through the issue of 1.075 billion new Ordinary Shares (the
"Placing Shares") at a placing price of GBP0.0002 per Placing Share
(the "Placing Price") from existing and new private investors. The
Company will seek to have the Placing Shares qualify for Enterprise
Investment Scheme (EIS) relief.
Each Placing Share will be issued with one warrant exercisable
at any time over the next two years with an exercise price set
equal to GBP0.00025 pence per new warrant share ("Warrants"). A
further 4.8 million Warrants are being issued to a third party
company who have acted in the capacity of introducers for the
financing.
It is expected that completion of the Placing will take place on
11 March 2021, when the Placing Shares will be issued and allotted.
Application for the admission of the Placing Shares to trading will
be made as part of the Main Market Admission. The Warrants will not
be admitted to trading on any exchange.
Total Voting Rights
Following the issue of the Placing Shares, the Company will have
4,465,393,217 Ordinary Shares in issue. The Company also holds
12,445,378 Ordinary Shares in treasury. Therefore the figure of
4,452,947,839 Ordinary Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Interim Accounts Reporting
In line with the guidance issued by AIM Regulation, the Company
is extending the date by which it is required under AIM Rule 18 to
publish its interim results for the six months ended 31 December
2020. Accordingly, the Company will publish such interim results on
or before 30 April 2021.
Jay Bhattacherjee, Executive Chairman, comments;
"This is a transformational transaction for the Company as it
looks to expand in this sector. I look forward to working with your
new leadership team to expand the Company both organically and
inorganically as opportunities present themselves. We would also
like to extend our appreciation to shareholders who have been
supportive and patient during this unprecedented period and look
forward to rewarding their continued trust."
Gary Smith, Chief Executive Officer on completion of the
Proposed Transaction, comments;
"As a significant shareholder in the Company, I am extremely
pleased to be joining the Company in the capacity of CEO in a
sector that I have spent my entire career and with a product that
has the potential that Guardian has. I look forward to working with
David and Teresa, who have done a wonderful job in developing a
solid footing for the product and to help them with driving forward
the sales initiative by supplementing their networks with both
Phil's and mine."
Enquiries
Nu-Oil and Gas plc
Investor Relations & Communications Tel: +44 (0)203 7400 207
Strand Hanson Limited
Rory Murphy/Ritchie Balmer/Jack Tel: +44 (0)20 7409 3494
Botros
Novum Securities Limited
Jon Bellis Tel: +44 (0)20 7399 9425
Disclaimer
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
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END
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