AIM Schedule 1 - Global Energy Development Plc (1349U)

TIDMGED

RNS Number : 1349U

AIM

16 January 2017

 
           ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
            PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
            OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
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 COMPANY NAME: 
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 Global Energy Development Plc (to be renamed 
  Nautilus Marine Services PLC) ("Global" or the 
  "Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
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 3 More London Riverside 
  London 
  SE1 2AQ 
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 COUNTRY OF INCORPORATION: 
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 England and Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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 Before Admission: 
 
  www.globalenergyplc.com 
 
  Following Admission: 
 
  www.nautilusmarineplc.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
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      Global is currently a developer and seller of 
       hydrocarbons and related products. The Company's 
       portfolio includes exploration and developmental 
       drilling opportunities in Colombia, South America. 
       The Company currently holds two contracts: the 
       Bolivar and Bocachico Association Contracts, 
       both in the Middle Magdalena Valley of Colombia. 
 
       The Company has conditionally agreed to acquire: 
 
        *    three offshore subsea service vessels ("Transaction 
             A") from Everest Hill Group, Inc ("Everest") and Alan 
             Quasha; and 
 
 
        *    a barge vessel along with eight further offshore 
             subsea service vessels and subsea equipment 
             ("Transaction B"). 
 
 
 
       Following completion of Transaction A and/or 
       Transaction B the Company's business will be 
       the provision of subsea oil services through 
       the use of the vessels acquired. Such services 
       will include, but will not be limited to, platform 
       and pipeline inspections, underwater welding 
       and burning and other underwater oil support 
       services. 
 
       The assets which are the subject of both Transaction 
       A and Transaction B are all located in Lafayette, 
       Louisiana, USA. 
 
       The consideration for Transaction A will be 
       (i) the foregiveness of $8 million of the outstanding 
       principal amount of a loan note (the "Everest 
       Loan Note") issued to Everest ; (ii) certain 
       amendments to the terms of the Everest Loan 
       Note; and (iii) contingent additional consideration 
       of up to $5 million. 
 
       The consideration for Transaction B will be 
       the issuance by Global of Convertible B Loan 
       Notes with a nominal value of up to $6.1 million 
       and Convertible C Loan Notes with a nominal 
       value of up to $15.0 million to the vendors, 
       including Everest. In addition, certain of the 
       vendors will undertake to subscribe in cash 
       at their nominal value for $10.5 million of 
       Convertible A Loan Notes to be issued by the 
       Company. 
 
       Transaction A and Transaction B each constitute 
       reverse takeovers under AIM Rule 14 and accordingly, 
       the Company will be seeking readmission ("Admission") 
       of its shares to trading on the AIM Market of 
       the London Stock Exchange. 
 
       Furthermore, Everest is an affiliated company 
       of the Quasha family trusts which also have 
       an interest in Lyford Investments, Inc., an 
       existing shareholder in Global. By virtue of 
       these holdings entering into Transaction A with 
       Everest and Alan Quasha and the amendments to 
       the Everest Loan Note and issuance to Everest 
       of the Convertible Loan Notes constitute related 
       party transactions in accordance with AIM Rule 
       13. 
 
       Transaction A and Transaction B are not inter-conditional 
       and Admission will be effective in the event 
       that only one is complete. 
       Subject to the passing of the relevant resolution 
       at the Company's general meeting, the Company 
       also proposes to change its name to Nautilus 
       Marine Services PLC with effect from Admission. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
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 36,112,187 ordinary shares of 1 penny each ("Ordinary 
  Shares") 
 
  No shares held in treasury. 
 
  No restrictions as to transfer of the securities. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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 The Company is not raising any capital by the 
  issuance of new Ordinary Shares upon Admission. 
  The Company is raising $10.5 million through 
  the issuance of Convertible A Loan Notes upon 
  Admission. Anticipated market capitalisation 
  of the Company at the current prevailing market 
  price per Ordinary Share is GBP7.95 million. 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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 62.45 per cent. 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED 
  TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS 
  AIM SECURITIES) ADMITTED OR TRADED: 
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 None 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
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 Mikel Dean Faulkner (Executive Chairman) 
  Alan Brodie Henderson (Non-Executive Director) 
  David Paul Quint (Non-Executive Director) 
  Donald Zac Phillips (Non-Executive Director) 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
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 Before and after Admission: 
 
  HKN, Inc.: 35.5 per cent. 
  Lyford Investment Enterprises Ltd: 25.5 per 
  cent. 
  Barclays Wealth Management (UK): 3.43 per cent. 
  Hargreaves Lansdown Asset Management: 3.27 per 
  cent. 
  Thelese (Mr. and Mrs. D Worley): 3.02 per cent. 
 
  HKN, Inc. and Lyford Investment Enterprises 
  Ltd are deemed to be acting in concert as such 
  term is defined in the City Code on Takeovers 
  and Mergers. 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
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 There are no such persons 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
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 (i) 31 December 
  (ii) 30 June 2016 
  (iii) 30 June 2017 (12 month audited fully year 
  accounts to 31 December 2016); 30 September 
  2017 (six month unaudited results to 30 June 
  2017); 30 June 2018 (12 month audited full year 
  accounts to 31 December 2017) 
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 EXPECTED ADMISSION DATE: 
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 9 February 2017 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 finnCap Ltd 
  60 New Broad Street 
  London 
  EC2M 1JJ 
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 NAME AND ADDRESS OF BROKER: 
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 finnCap Ltd 
  60 New Broad Street 
  London 
  EC2M 1JJ 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 
  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
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 Before Admission: 
 
  www.globalenergyplc.com 
 
  After Admission: 
 
  www.nautilusmarineplc.com 
 

  The Admission Document will contain full details 
  about the Company and the admission of its securities. 
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 DATE OF NOTIFICATION: 
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 16 January 2017 
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 NEW/ UPDATE: 
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 New 
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January 16, 2017 02:00 ET (07:00 GMT)