£700,000 Loan Agreements Signed
Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil equipment & services
This announcement contains inside information
18 September 2023
Plexus Holdings PLC
('Plexus' or 'the Company')
£700,000 Loan Agreements Signed
Plexus Holdings PLC, the AIM quoted oil and gas engineering services business and owner of the proprietary POS-GRIP® friction-grip method of wellhead engineering, known for its safety, time, and cost-saving capabilities is pleased to announce that Plexus has entered into loan agreements with a total value of £700,000 (the "Transaction"), with the funding to be used to provide additional working capital for the Company as it seeks to capitalise on its growing pipeline of opportunities and potential orders.
Terms of the Loans
Plexus has entered into a £200,000 loan with the Company's CEO, Ben van Bilderbeek, and a £500,000 loan with Plexus Property International Limited ("PPI"), a company owned and controlled by OFM Limited a company in turn controlled by the van Bilderbeek family and related trusts., (together, the "Loans"). The Loans accrue interest at a rate of 8 per cent. per annum and the balance, plus any interest accrued, is repayable after 12 months.
Alongside the loan agreements, the Company has also entered into Primary and a Secondary call option agreements ("Option Agreements") with Ben van Bilderbeek and PPI (the "Lenders"). These Option Agreements provide the Lenders with the right to exercise an option to have their portion of the Loans repaid in shares owned by Plexus Ocean Systems Limited ("POSL") in Kincardine Manufacturing Services Limited ("KMS"), a precision engineering company in which Plexus holds a 49% interest following a strategic investment in December 2018.
In 2018, Plexus invested £735,000 to acquire a 49% interest in KMS, which at 31 December 2022 was valued at £838k and held as an investment in an associate of the Company. Ahead of the Transaction, the Company commissioned an independent valuation of its stake in KMS, following which the independent directors have concluded that a valuation of £1m should be applied to the Company's KMS shares for the purposes of the Options Agreements.
The right under the Primary option agreement to accept KMS shares as repayment for the Loans expires after 12 months and applies for up to a maximum of 70% of POSL's 49% KMS shareholding. In the event that the Lenders exercise the option at any time within 12 months, the Secondary option agreement provides them with the right to acquire the remaining 30% of the KMS shares held by Plexus on the same terms for an additional period of 6 months.
Related Party Transaction
The Transaction is deemed to be a related party transaction for the purposes of the AIM Rules for Companies. The independent Directors (being all directors other than Ben van Bilderbeek) consider, having consulted with the Company's nominated adviser, Cavendish Securities plc, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.
The Company announces that its nominated adviser and broker has changed its name from Cenkos Securities plc to Cavendish Securities plc following completion of its own corporate merger.
For further information please visit www.plexusplc.com or contact:
Plexus Holdings PLC
Ben van Bilderbeek, CEO
Graham Stevens, CFO
Tel: 020 7795 6890
Cavendish Securities plc
Tel: 0131 220 6939
St Brides Partners Ltd
Isabel de Salis
Plexus Holdings plc (AIM: POS)
Plexus is an IP led company focussed on establishing its patented leak-proof POS-GRIP® wellhead and associated equipment as the go-to technology for energy markets whilst making a genuine contribution to the oil and gas industry's ESG and NetZero goals by championing "through the BOP" (Blow-out Preventer) designs, and lifetime leak-proof HG® metal-to-metal sealing systems. Having protected the environment for many years through these technological innovations, the Company was awarded the London Stock Exchange's Green Economy Mark in July 2021 and continues to place emphasis on its ability to reduce harmful methane emissions and unnecessary maintenance and intervention costs.
Headquartered in Aberdeen, the Company has provided leak-free wellhead performance in over 400 wells worldwide and worked with an array of blue-chip oil and gas company clients. As well as generating direct revenues from securing orders for surface production wellheads particularly in the UK and European North Sea regions, the Company has several licencing/collaboration agreements with major partners including FMC Technologies, which is a subsidiary of TechnipFMC and Cameron, a Schlumberger Group company. Cameron has a non-exclusive licence to use the POS-GRIP and HG® metal-to-metal seal method of wellhead engineering for the development of conventional and unconventional oil and gas surface wellheads, and Plexus entered into a Cooperation Agreement,
which enabled Plexus to return to the Jack-up Exploration (Adjustable) Wellhead rental business for 'through the BOP' jack-up applications, where Cameron will help to provide Plexus with sales leads and market insight through a formal Sales Advisory Board.
Plexus' current suite of products and applications include: "HG" wellheads, which combine POS-GRIP technology with gas tight leak free metal-to-metal sealing; the Python® subsea wellhead, developed in a Joint Industry Project with several industry leaders; the POS-SET™ Connector for the de-commissioning and abandonment market; and Tersus-PCT, an innovative HP/HT tie back connector product. Having proved the superior uniquely enabling qualities of POS-GRIP Technology, Plexus is now also focused on establishing its technology and equipment in other markets such as Plug and Abandonment de-commissioning, carbon capture, gas storage, hydrogen and geothermal where it can play an important role in reducing harmful methane emission risks as operators strive to deliver on ESG commitments and NetZero goals in a safe and cost-effective way.
For more information visit: https://www.plexusplc.com/