Trading of shares in Polemos Plc on the London Stock Exchange's Alternative Investment Market resumed March 9 after the U.K. asset manager terminated by mutual consent its reverse acquisition of U.S.-based cybersecurity firm SecurLinx Corp.
The company's board in September 2017 requested that trading in its shares be suspended while announcing that it had been assigned the rights under an option agreement to acquire SecurLinx. Effective March 8, Polemos was designated as a cash shell under AIM rules and is required to make an acquisition or acquisitions within six months from the date or be readmitted to trading on AIM as an investing company, which requires the raising of at least £6 million in cash through equity fundraising.
The asset manager now intends to raise £270,000 of gross proceeds through the placement of 2.7 billion new ordinary shares at a price of 0.01 penny per share, appointing Novum Securities Ltd. and Turner Pope Investments Ltd. as joint placing agents in respect of private investors. Trading in the new shares on LSE's AIM is expected to start March 14.
Novum Securities was also named joint broker to the company, effective immediately.
Additionally, Polemos also announced a conditional placing of additional 1.4 billion new ordinary shares at the same price for total proceeds of £140,000 with Turner Pope and certain private investors, including Polemos Chairman Hamish Harris. Subject to the passage of a resolution to be proposed during the annual general meeting, and the listing of conditional placement shares on AIM, the additional new ordinary shares may be open to trading effective March 26.
The company intends to use proceeds from the share sale as general working capital and in finding a new opportunity for a reverse transaction in the future.
Polemos' board also proposed to consolidate the company's shares on the basis of 1 new ordinary share for every 100 existing shares, subject to shareholders' approval.
"The board carefully considered the merits of an open offer to shareholders, but given the urgency to return to trading following the termination of the proposed reverse, and the need to raise additional working capital, the board determined that it was not practical to do so and that it was in the best interests of shareholders and the company as whole to proceed with the placing and the conditional placing at this time," Polemos said March 8.
Post-consolidation Polemos' board intends to offer shares via the PrimaryBid platform to retail shareholders at the same price, subject to approval at the company's annual general meeting, as well as PrimaryBid's agreement to the terms. If PrimaryBid refuses, Polemos will arrange alternative options, including an open offer.
