Share for Share Exchange Regis Holdings Limited
The Board of directors of the Company is pleased to announce that it has successfully concluded a conditional agreement with the shareholders of Regis Holdings Limited
OCTG inspection repair and storage - Medserv Energy
total tubular management - Medserv Energy
The Board of directors of the Company is pleased to announce that it has successfully concluded a conditional agreement with the shareholders of Regis Holdings Limited, a limited liability company registered under the laws of Mauritius with company registration number 120300 (Regis). Regis is the holding company of a group of companies, (the Regis Group) which provides logistics, equipment, procurement and specialised services to a wide range of customers, including national and international energy companies, drilling and mining companies as well as product and equipment manufacturers and other heavy industry-related contractors in South Africa, Mozambique, Uganda, Tanzania and Angola.
 
The execution of the said agreement will, upon completion, bring together the two groups of companies and, subject to shareholder approval, the Company will be renamed MedservRegis. This new alliance brings together the complementary strengths of both Medserv and Regis and will allow them to successfully respond to the deep changes taking place in the energy market.
 
The acquisition of the shares in Regis will be financed through the issuance of 47,893,229 ordinary shares of a nominal value of €0.10c per share and a share premium of €0.58c in favour of the shareholders of Regis, subject always, amongst others, to the approval of shareholders of the Company in general meeting.
 
The transaction with Regis is expected to provide the Company with market entry into critical growing markets and to strengthen the Company’s equity base and liquidity position.
 
Upon completion of the acquisition, the total consolidated assets of the Company are forecasted to be in the region of €170 million, of which circa €25million represents cash and cash equivalents (€16.6million), investments held for re-sale (€3.6million) and a non-operating asset that should be received in cash in the short to medium term (€5million). Total liabilities are estimated to be just under €100million, which include circa €23million of lease liabilities. Equity of the Company is forecasted to be circa €70 million. Prospective financial information setting out the forecast consolidated statement of financial position as at the date of acquisition and the forecast statement of comprehensive income for the years ending 31 December 2021 and 2022 (accompanied by an accountants’ report) shall be made available to shareholders in due course through the issuance of a shareholder circular.
 
The global reach of the Company, would, following the acquisition span across four continents, comprising a presence in twelve countries and operations out of ten bases. This is expected to strengthen the Company’s market position and broaden its geographic footprint in strategic locations around the Mediterranean region (Libya, Malta, Cyprus & Egypt), in the Middle East (UAE, Oman and Iraq), Sub-Saharan Africa (Mozambique, Uganda, Angola and South Africa) and South America (Suriname). The board of directors of the Company is confident that the synergies created by this transaction will strengthen the Company’s financial position and improve its capability of delivering value to all stakeholders.
 
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