11 March
2019
PipeHawk plc
(“Pipehawk" or the "Company")
Further re Acquisition of
Thomson Engineering Design Limited
Further to its announcement of 29
November 2017, Pipehawk announces an amendment to the terms
of the acquisition of the entire issued share capital of Thomson
Engineering Design Limited (“Thomson”) (the “Acquisition”).
As previously announced, immediately following the completion of
the Acquisition, Thomson had unsecured, interest free, short term
loans due to the vendors of the business (the “Vendors”), amounting
to £200,000, and repayment was due to commence on 14 July 2018 at a rate of £12,500 per quarter,
for a period of four years (the “Vendor Loans”). To date, no
repayments have been made as a result of warranty claims.
Pipehawk and the Vendors have agreed to amend the original terms
of the Acquisition and as a result the total liability of the
PipeHawk Group to the Vendors has been reduced from £200,000 to
£71,000. The Vendor Loans of £200,000 payable by Thomson have
been assigned by the Vendors to PipeHawk in consideration of the
following;
- PipeHawk has issued to the Vendors, subject to admission to the
AIM market, 340,000 ordinary shares in the Company at an issue
price of 5p per share; and
- PipeHawk has issued to the Vendors £54,000 nominal of unsecured
loan notes (“Loan Notes”), with an interest rate of 1.035 per cent.
per annum on the principal amount outstanding until prepaid or
repaid, calculated and compounded on each anniversary of the issue
of the Loan Notes. The Loan Notes are repayable by Pipehawk on the
date the earlier of 14 days after PipeHawk publishes annual results
containing profits before tax of in excess of £750,000 and
30 September 2022.
Application will be made to the London Stock Exchange for
340,000 Ordinary Shares to be admitted to trading on AIM
("Admission"). It is anticipated that Admission will occur on
22 March 2019.
Enquiries:
PipeHawk Plc
Gordon Watt (Chairman) |
Tel. No. 01252 338 959 |
Allenby Capital Limited (Nomad and
Broker)
David Worlidge / Asha Chotai |
Tel. No. 020 3328 5656 |