• Acquisition of a cash generating company focused on the defence sector
• Appointment of new Board members and Leadership Team
• Restructuring of debt with Major Creditors
• Repositioning of the Company, including name change
• Intention to list on the Standard Segment of the LSE
• New equity funding to provide working capital to close the transaction secured

Nu-Oil and Gas has signed a Heads of Terms in relation to the proposed acquisition of Guardian Maritime Limited and Guardian Barriers IP Limited, which envisages the enlarged group applying to be listed on the Standard Segment of the LSE. The Company is also proposing to change its name, a number of board changes and a new senior executive team. In addition, the Company has reached agreements in principle with its major creditors, as well as secured new equity funding.

Heads of Terms and Proposed Name Change

The Company has signed a heads of terms to acquire up to 100% of Guardian Maritime Limited (“GML”) and 100% of Guardian Barriers IP Limited (“GBI”). GML is an established company which is involved in the marketing and sales of GBI’s patent protected product, GUARDIAN. The GUARDIAN product is an award winning design and system that can be retro-fitted onto the guard rails of maritime vessels and not only serves as a visual deterrent for pirates but also has, to date, proven to be impregnable for pirates to board vessels fitted with this technology by using the tools and tactics they employ.

The terms of the Proposed Transaction involve the payment by the Company of £650,000 to acquire GML and up to £3.35 million to acquire GBI.

The GML Consideration shall be satisfied through the issue of new ordinary shares in NUOG on Main Market Admission.

The GBI Consideration shall be satisfied through £350,000 in cash plus a deferred consideration of up to £2 million through the issue of Ordinary Shares, of which up to £1 million will be issued on each of the first and second anniversary of Main Market Admission, subject to the 12 month and 24 month post Proposed Transaction closing sales performance of GUARDIAN meeting stated growth targets. A six per cent cash royalty will also be paid on the net cash received on sales of the GUARDIAN product up to a maximum level of £1 million.

The initial roll out of this product, which mitigates the risk of boarding and consequently reduces risk of loss of life, cargo and vessel, has enjoyed success on a limited marketing budget and driven by the passion of the product inventors alone. Investment into a cohesive marketing campaign alongside co-ordination of new sales channels, as well as the establishment of inventory to dry-store units at pre-identified docks for rapid deployment, have all been identified as areas that can be scaled materially to provide immediate catalysts for sales growth post completion of the Proposed Transaction.

Proposed Board Changes and New Leadership Team

The Company is pleased to announce that Mr Gary Smith has agreed to join the Company as Chief Executive Officer on completion of the Proposed Transaction and until such time he will assist the Company to help facilitate the close of the Proposed Transaction where appropriate. Gary has over 30 years’ experience in the security industry and has significant experience in maritime security.

The Company also intends to appoint Mr. Philip Campion to the Board as a Non-Executive Director on completion of the Proposed Transaction. Philip is a well known expert in the security industry having spent over 30 years in a distinguished career which has included active operations, public speaking including appearing on Sky News as a commentator in the defence sector and producing “Big Phils” documentary.

Additionally, it is intended that the founders of GML and GBI, Mr. David and Mrs. Teresa Stevens will be retained as part of the future team and appointed as Chief Sales and Chief Technical Officers, respectively.

To support the new Leadership team, Mr. Jay Bhattacherjee has today been appointed as Executive Chairman (formerly Non-executive Chairman) and Mr. Frank Jackson has been appointed as Chief Financial Officer (formerly Non-executive Director) with immediate effect.

Due to current market conditions and the global economic crisis created by the COVID-19 pandemic, the Directors confirm that strict cost discipline continues to be maintained by the Company and that, additionally, the Directors will continue to defer all their cash-based remuneration due until completion of the Proposed Transaction. 

Jay Bhattacherjee, Executive Chairman, comments;
“This is a transformational transaction for the Company as it looks to expand in this sector. I look forward to working with your new leadership team to expand the Company both organically and inorganically as opportunities present themselves. We would also like to extend our appreciation to shareholders who have been supportive and patient during this unprecedented period and look forward to rewarding their continued trust.”

Gary Smith, Chief Executive Officer on completion of the Proposed Transaction, comments;
“As a significant shareholder in the Company, I am extremely pleased to be joining the Company in the capacity of CEO in a sector that I have spent my entire career and with a product that has the potential that Guardian has. I look forward to working with David and Teresa, who have done a wonderful job in developing a solid footing for the product and to help them with driving forward the sales initiative by supplementing their networks with both Phil’s and mine.”

KeyFacts Energy news: Acquisitions & Mergers