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Schedule One - Africa Oilfield Logistics Limited

8th Oct 2014 07:30

RNS Number : 6936T
AIM
08 October 2014
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Africa Oilfield Logistics Limited

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Richmond House, St Julian's Avenue, St Peter Port, Guernsey GY1 1GZ

COUNTRY OF INCORPORATION:

Guernsey

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.africaoilfieldlogistics.com

 

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:

Africa Oilfield Logistics Limited ("AOL" or the "Company") was incorporated in December 2012 and its entire issued share capital was admitted to trading on AIM on 25 June 2013. The Company was established to implement an investing policy to acquire and/or invest in one or more businesses which focus on the logistics support industry for oil and gas exploration and other development projects in sub-Saharan Africa.

 

In accordance with the Company's investing policy, AOL identified the business of Ardan Risk & Support Services ("Ardan") as an appropriate acquisition target and on 5 August 2013, the Company entered into an acquisition agreement, pursuant to which the Company agreed to acquire 49 per cent. of Ardan for US$4 million.

 

On 28 March 2014, AOL entered into a framework and option agreement pursuant to which:

 

· Ardan undertook a corporate and contractual restructuring programme to rationalise operational management and business implementation, planning and reporting; and

· AOL was granted a 3 year conditional call option (the "Call Option") to acquire 100 per cent. of Ardan Logistics Kenya Limited, a separate and new 'shell' company in Kenya from which the restructured business of Ardan would be operated.

 

The Board has decided to exercise the Call Option, completion of which will constitute a reverse takeover under the AIM Rules and is therefore conditional, inter alia, on the approval by Shareholders at a general meeting. A reverse takeover also involves the cancellation of the Existing Ordinary Shares from trading on AIM and a new application for the Enlarged Share Capital to be admitted to trading on AIM. A separate application will be made for the 350,000 new shares (payable in lieu of professional adviser fees) to be admitted to AIM.

 

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):

 

393,923,366 ordinary shares of no par value each

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on Admission - £nil

 

Expected market capitalisation on Admission - [£36.4] million*

 

* based on the closing mid-market price of an Ordinary Share on [3] October 2014

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

36.3%

 

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:

 

N/A

 

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):

 

Ian Hollis Mann - Non-Executive Chairman

Carl James Esprey - Chief Executive Officer

Barry Lobel - Chief Financial Officer

Peter Lachlan Alexander Monro - Chief Operating Officer

Andrew Stuart Groves - Executive Director

Jonathan Wordsworth Wright - Non-Executive Director

 

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):

SHAREHOLDER

% BEFORE ADMISSION

% AFTER ADMISSION

US Global Investors Fund

17.2%

17.2%

 

Beyond Africa Fund Limited

15.0%

15.0%

 

Michael Pelham

8.4%

8.4%

 

Everest Capital Frontier Markets Fund LP

7.6%

7.6%

 

Green Cay Asset Management

6.3%

6.3%

 

TT International Fund Limited

4.9%

4.9%

 

JM Finn & Co Limited

4.4%

4.4%

 

Sustainable Capital Africa Alpha Fund

3.3%

3.3%

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(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:

(i) 30 June

(ii) 31 December 2013 (being audited historical financial information on Ardan, the trade of which has and is being novated to ALK, the subject of the Reverse Takeover)

(iii) (a) Final results to 30 June 2014, by 31 December 2014

(b) Interim results to 31 December 2014, by 31 March 2015

(c) Final results to 30 June 2015, by 31 December 2015

 

EXPECTED ADMISSION DATE:

 

23 October 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB

 

NAME AND ADDRESS OF BROKER:

 

Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB (joint broker)

 

GMP Securities Europe LLP, Stratton House, 5 Stratton Street, London W1J 8LA (joint broker)

 

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:

www.africaoilfieldlogistics.com and

 

Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB

 

THE ADMISSION DOCUMENT WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.

 

DATE OF NOTIFICATION:

 

08 October 2014

 

NEW/ UPDATE:

 

NEW

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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