For immediate release
10 September 2018
("Polemos" or the "Company")
Suspension of trading on AIM
Corporate update and proposed acquisition
The Board of Polemos (AIM: PLMO) announced on 8 March 2018 that the Company had with effect from that date been classified under the AIM Rules as an AIM Rule 15 cash shell and as such was required to make an acquisition or acquisitions which constituted a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from 8 March 2018 or be re-admitted to trading on AIM as an investing company under AIM Rule 8 (which requires the raising of at least £6 million in cash via an equity fundraising on, or immediately before, re-admission) failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified pursuant to AIM Rule 41.
Accordingly, the Company's shares were suspended from trading on AIM today.
Corporate update and proposed acquisition
The Board has considered a number of potential acquisition targets over the last six months and is pleased to announce that it has agreed conditional heads of terms (the "Agreement") to acquire the entire issued share capital of Digitalbox Publishing (Holdings) Ltd ("Digitalbox"), subject to certain conditions and due diligence (the "Proposed Acquisition"). The Proposed Acquisition would constitute a Reverse Takeover pursuant to AIM Rule 14, and the Company's shares will remain suspended pending the publication of the required AIM Admission Document and shareholder approval of the Acquisition.
The Acquisition is subject, inter alia, to the completion of due diligence, documentation, shareholder approval and compliance with all regulatory requirements, including the AIM Rules and Takeover Code. Should the Company not complete the Acquisition or an alternative acquisition pursuant to AIM Rule 14, trading in its Ordinary Shares on AIM will, in accordance with AIM Rule 41, be cancelled six months following today's suspension.
Pursuant to the Agreement, the parties propose that Polemos will acquire Digitalbox for new ordinary shares in the Company. For the purposes of the Agreement, the parties have agreed a valuation of Polemos of 1.1p per ordinary share, subject to a cap of £1.1 million on a fully diluted basis, and the existing issued equity of Digitalbox at £10 million (before capitalisation of any existing shareholder loans to Digitalbox, currently amounting in aggregate to £355,000). Under the Agreement, the parties plan to arrange a placing of new ordinary shares in Polemos, conditional on Admission, to raise approximately £3 million.
The Agreement provides the Company with exclusivity in relation to the Proposed Acquisition until 30 November 2018.
Information on Digitalbox
Digitalbox is a 'pure play' digital media business. The business was founded in 2013 by Martin Higginson, the founder of Monstermob Group plc, NetPlayTV plc, and co-founder of Immotion Group plc. The business is the publisher of the UK digital media TV and celebrity online brand, 'Entertainment Daily', which delivers over 8 million monthly visits from 2 million UK unique users. Digitalbox's strategy is to capitalise on disruptive market forces, through acquiring mobile digital community-focussed editorial content, with advertising delivered by Digitalbox's programmatic platform, combined with e-commerce.
Digitalbox's senior team consists of Non-Executive Chairman, Sir Robin Miller, former CEO, and Chairman of Emap plc; CEO, James Carter, co-founder of Factory Media (sold to Forward Internet Group in 2012) and former Publishing Director at Emap plc responsible for FHM; and COO Jim Douglas, former Editorial Director at Future Publishing plc.
The Directors of Polemos believe the transaction would be in the best interests of shareholders and will update shareholders in due course. Whilst the Directors are confident about successfully concluding this transaction, there can be no guarantee.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of Leander Capital Partners Limited as Joint Broker to the Company alongside Peterhouse Capital Limited with immediate effect.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person who arranged the release of this announcement on behalf of the Company was Dr Nigel Burton.
For further information, please contact:
Dr Nigel Burton
+44 (0)7785 234447
Beaumont Cornish Limited (Nominated Adviser)
+44 (0)20 7628 3396
Peterhouse Capital Limited (Broker)
Tel: +44 (0) 20 7469 0930
Leander Capital Partners Limited (Joint Broker)
Tel: +44 (0) 20 7195 1458
Tel: +44 (0) 20 7195 1425
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