The board of directors of U.K.-based Polemos PLC has agreed to acquire the entire issued share capital of digital media business Digitalbox Publishing (Holdings) Ltd. through a reverse takeover, subject to certain conditions and due diligence.
The British firm said Sept. 10 that the parties proposed that Polemos acquire Digitalbox for new ordinary shares and agreed a valuation of Polemos of 1.1 pence per ordinary share, capped at £1.1 million on a fully diluted basis, and the existing issued equity of Digitalbox at £10 million. The parties plan to raise around £3 million through the placement of new ordinary shares in Polemos.
Polemos' shares were suspended from trading the same day on the London Stock Exchange's Alternative Investment Market, or AIM, for failing to acquire any entity by reverse takeover within six months of being classified as a cash shell on March 8. Under AIM rules, Polemos was required to make an acquisition that constituted a reverse takeover within six months or be readmitted to trading on AIM as an investing company.
The suspension came after Polemos terminated a binding agreement for the reverse acquisition of U.S.-based cybersecurity firm SecurLinx Corp. by mutual consent.
The company's shares will remain suspended until the deal with Digitalbox is approved by its shareholders and AIM publishes a document of admission for Polemos. Should the company fail to complete the proposed reverse acquisition of Digitalbox within six months from the Sept. 10 suspension, its shares on AIM will be cancelled from trading.
Polemos said it has appointed Leander Capital Partners Ltd. as joint broker alongside Peterhouse Capital Ltd., effective immediately.