Nu-Oil and Gas PLC Proposed RTO Transaction and Suspension of Trading
RNS Number : 4616J
Nu-Oil and Gas PLC
14 April 2020
14 April 2020
Nu-Oil and Gas plc
("Nu-Oil" or "the Company")
Proposed Reverse Takeover Transaction and Suspension of
-Heads of Terms Signed with Circular Economy Specialist-
Nu-Oil and Gas plc (AIM: NUOG), the AIM Rule 15 cash shell, is
pleased to report that it has signed Heads of Terms ("HoT") to
acquire a European based plastics recycling and reprocessing
business that has a well-established trading history ("the Proposed
Acquisition"). It is the intention of the potentially enlarged
Company to act as a consolidation vehicle in the sector.
The Proposed Acquisition will constitute a reverse takeover
transaction pursuant to the AIM Rules for Companies (the "AIM
Whilst the commercial elements of the HoT are non-binding, the
HoT do include binding provisions of, inter alia, exclusivity and
transaction fees of the counterparty (payable in certain
circumstances) up to GBP60,000, which combined with the Company
entering into engagement letters with its external advisers to
progress the Proposed Acquisition, constitutes a material
commitment compared to the Company's currently available funds.
The Proposed Acquisition would bring with it a new Chief
Executive Officer with significant experience in this exciting and
socially important sector. Furthermore, the Board will be
strengthened with new appointees with a combination of commercial
and sector experience, who will lead the rebranding and
repositioning of the Company as it develops and grows.
Suspension of Trading
In accordance with Rule 14 of the AIM Rules, the Company's
Ordinary Shares will be suspended from trading on AIM with effect
from 7.30 a.m. today. The Company's Ordinary Shares will remain
suspended until such time as either an AIM Admission Document is
published or an announcement is released confirming that the
Proposed Acquisition will not proceed, subject to the provisions of
AIM Rule 15.
The Proposed Acquisition remains subject to a number of
variables including, but not limited to, completion of due
diligence, agreeing definitive documentation and compliance with
all regulatory requirements, including shareholder approval. As
such, there can be no certainty that the Proposed Acquisition will
Further updates will be provided as and when appropriate.
Cost Saving Initiatives
Over the last five months the reconstituted Board has settled a
number of inherited liabilities from the proceeds of the placings
that the Company completed in November 2019 and January 2020,
leaving the Company's current cash balance at c. GBP250,000.
In light of the current global situation, the Board has
proactively taken measures to further reduce the Company's cost
base in order to preserve its cash position through the reverse
takeover process, including the already implemented reduction of
all non-essential expenditure not related to the Proposed
Acquisition and the reduction of the Company's employee count.
Furthermore, the Board continues to defer in excess of 50% of its
remuneration, which has been the case since November 2019.
The Board remain confident that the steps taken will ensure the
business emerges from this process well-placed to establish strong
growth as it consolidates and expands.
Jay Bhattacherjee, Non-Executive Chairman of Nu-Oil, commented:
"We are delighted to have entered into Heads of Terms to acquire a
business that would be transformational for Nu-Oil. Today marks the
first step towards delivering on the Company's refocused strategy
of increasing value for shareholders by targeting acquisition
opportunities in the environmental industries sector."
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
Nu-Oil and Gas plc Tel: +44 (0)20 3411 8737
Strand Hanson Limited Tel: +44 (0)20 7409 3494
Rory Murphy/Ritchie Balmer/Jack
Novum Securities Limited Tel: +44 (0)20 7399 9425
Yellow Jersey PR Tel: +44 (0)7825 916 715
Georgia Colkin/Annabel Atkins
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(END) Dow Jones Newswires
April 14, 2020 02:00 ET (06:00 GMT)