20151231_Option_Agreement
Forte Energy NL ACN 009 087 852
AIM Release
31 December 2015
Exercise of Option Agreement
Further to its announcement on 17 December 2015, Forte Energy NL ("Forte" or "the Company") (AIM: FTE), is pleased to announce that, subject to various conditions precedent still to be met, it has exercised its right by way of Option Agreement over 50.3% of BOS GLOBAL Limited ("BGL") by way of the acquisition of 20,302,123 Ordinary Shares in BGL("BGL Shares") held by the DJ Family Trust for Forte shares. Forte will make an offer to remaining shareholders of BGL to acquire their BGL Shares on the same terms as those provided to the DJ Family Trust (the "Offer").
Subject to the completion of satisfactory due diligence by Forte, and before 6 January 2016, Forte will recommend that the Board of BGL and BGL Shareholders accept the terms of the Offer within 14 days thereafter.
The acquisition of 100% of BGL Shares by Forte (the "Acquisition") will be treated as a reverse takeover under the AIM Rules for Companies. Consequently it will be subject to the approval of Forte shareholders and, following shareholder approval, the admission of the enlarged Forte to trading on AIM.
Upon BGL shareholder acceptance of the terms of the Offer, as soon as practically possible Forte will publish a notice of meeting to seek the approval of Forte shareholders for the Acquisition, and apply for admission to AIM as a financial technology ("FinTech") company. Trading in Forte's shares on AIM has been suspended pending either shareholder approval for the Acquisition or termination of the Acquisition.
It is anticipated that the earliest date for completion of the Acquisition and admission of the enlarged Forte to trading on AIM will be the end of March 2016 and at all times subject to the following conditions being met:
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Overall reduction in debt to the satisfaction of both the DJ Family Trust and BGL
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The approval of both Forte and BGL Shareholders
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Appointment of a new Board of Directors to Forte
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Issue of Performance Shares to certain key incoming management personnel and directors
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A share consolidation and change of industry to FinTech
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Admission of the enlarged Forte to trading on AIM
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Post the share consolidation, completion of a capital raising (of an amount yet to be established) at a price to be determined in the context of the market and as agreed by BGL and Forte, with the proceeds to be used to provide working capital to the enlarged entity
Forte continues to negotiate with Darwin with the Acquisition conditional upon no additional debt other than the recently announced DJ Family Trust Convertible Note. Subject to finalisation of negotiations, it is envisaged that after completion of the reverse takeover, and prior to the proposed capital raising, BGL shareholders will hold approximately 85% of the enlarged entity, with the remaining 15% held by existing Forte shareholders.
All parties continue to negotiate in good faith and further updates will be announced in due course.
For further information contact: Mark Reilly, Managing Director
Forte Energy NL Tel: +61 (0) 8 9322 4071
Oliver Morse
RFC Ambrian Ltd Tel: +61 (0) 8 9480 2500 (AIM Nominated Adviser to the Company)
Forte Energy NL
Suite 3, Level 3
1292 Hay Street West Perth WA 6005
Ph: +61 (0)8 9322 4071
Fax: +61 (0)8 9322 4073
Email: [email protected] Web: www.forteenergy.com.au