Doriemus PLC Acquisition and Suspension of Trading (8590Y)
11 Septembre 2015 - 3:30PM
UK Regulatory
TIDMDOR
RNS Number : 8590Y
Doriemus PLC
11 September 2015
11 September 2015
Doriemus plc
("Doriemus" or the "Company")
Acquisition and suspension of trading
Doriemus plc (LSE AIM: DOR) is pleased to announce that it has
acquired, on a fully diluted basis, an initial 2.82% equity
shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil
and gas exploration company focused solely on Greenland, which in
June 2015 was granted oil exploration and exploitation licences
over 4,200 km2 located onshore in south-eastern Greenland in a
region known as the Jameson Land Basin. For further information on
GGO, please refer to their website www.ggoplc.com.
In addition, Doriemus has entered into an option agreement (the
"Option") to acquire a further 60.56%, on a fully diluted basis, of
the existing issued share capital in GGO. Exercise of the Option is
subject, inter alia, to GGO achieving their necessary shareholder
approvals to convert to a private limited company and to Doriemus
shareholder and regulatory approvals including Government of
Greenland approvals where appropriate.
Whilst there can be no certainty that the Option will be
exercised, exercise of the Option in full would constitute a
reverse takeover under AIM Rule 14 and the Company has therefore
requested that dealings in its shares be suspended from trading on
AIM with immediate effect. Subject to due diligence, the Company
would hope to be in a position to send to shareholders in the New
Year a circular containing further details on GGO and the
transaction and seeking their approval at a general meeting.
Details of the transaction:
-- Doriemus has agreed to subscribe for new shares in GGO
representing 2.82% of the issued share capital of GGO, on a fully
diluted basis, for a cash consideration of GBP250,000.
-- Doriemus has also entered into the Option with ten
shareholders ("Sellers") of GGO granting Doriemus an option to
acquire a further 60.56% of the current issued share capital of
GGO, on a fully diluted basis.
-- The consideration payable on exercise of the Option shall be
satisfied by the issue and allotment to each of the Sellers of such
number of shares in Doriemus ("Consideration Shares") as calculated
on the basis of 22.01 Doriemus Shares for each GGO share held by a
Seller. On that basis, the total number of Consideration Shares to
be issued on exercising the Option to acquire 60.56% of GGO's
current shares, on a fully diluted basis, will be 9,084,236,189,
which would represent approximately 54% of the enlarged issued
share capital of Doriemus.
-- The number of Consideration Shares has been calculated by
reference to the closing price of the Company's ordinary shares on
9 September 2015 and on the basis that the entire issued share
capital of GGO as at the date of completion and not already owned
by the Company is valued at GBP8.25 million.
-- The Option can be exercised at any time up to 31 March 2016.
The Company would hope to be in a position to send to its
shareholders in the New Year a circular containing further details
on GGO and the transaction and seeking their approval at a general
meeting. Further announcements will be made in due course.
In the event that a reverse takeover is not completed or the
implementation of the Company's investing policy is not effected by
14 March 2016, the Company's shares will be cancelled from AIM
pursuant to AIM Rule 41. In the meantime, dealings in its shares
will remain suspended pursuant to AIM Rule 15.
Donald Strang, Chairman of Doriemus, commented:
"We see the Jameson Land Basin as being one of the most
prospective yet untested complete hydrocarbon basins to emerge in
recent years. Acquiring this asset will complement the Company's
existing UK oil and gas interests in the Weald Basin. This view is
well supported given the extensive and comprehensive body of
historical work carried out by Atlantic Richfield Company (ARCO)
between 1975 and 1990 where the company invested around US$100m
(1989 US dollars) in detailed multi year exploration activities and
more recently work by the Geological survey of Denmark and
Greenland (GEUS) between 1991 and 2013. Both ARCO's and Nunaoil
(Greenlandic state oil company - www.nunaoil.gl) have identified
multiple, very large conventional oil targets that will form the
basis of GGO's future work programme in the region.
"Through this Option we have the opportunity to secure a first
mover advantage into this highly prospective region via the opening
up of onshore areas in Greenland in September last year. Our
ability to secure this Option provides shareholders a unique
opportunity to gain early stage exposure to what is a highly
prospective asset in a new and exciting large-scale hydrocarbon
play."
For further additional information please contact:
Doriemus plc
Donald Strang/Hamish Harris +44 (0) 20 7440 0640
Cairn Financial Advisers
LLP
Nominated Adviser and
Broker
James Caithie / Sandy
Jamieson +44 (0) 20 7148 7900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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