Spinnaker Opportunities Plc A cash shell listed on London Stock - - PowerPoint PPT Presentation

Spinnaker Opportunities Plc

A cash shell listed on London Stock Exchange, Standard List segment

Company Presentation

Ticker SOP SEDOL BYQC570 ISIN Number GB00BYQC5703

Disclaimer

This presentation is the sole responsibility of the directors of Spinnaker Opportunities plc (the “Company”) and does not constitute an offer or invitation for the sale or purchase of any securities, nor does it, nor does it purport to, set out or refer to all or any of the information an investor might require or expect in making a decision as to whether or not to deal in securities in the Company. This presentation does not constitute a recommendation regarding the securities of the Company nor a representation that any dealing in those securities is appropriate. The Company accepts no duty of care whatsoever to the reader of this presentation in respect of its contents and the Company is not acting in any fiduciary capacity. This document (including its contents) is confidential and is for distribution in the United Kingdom only, to persons who are authorised persons or exempted persons within the meaning of the Financial Services and Markets Act 2000 or any Order made thereunder, or to persons of a kind described in Articles 19 or 49 or 50 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and, if permitted by applicable law, for distribution outside the United Kingdom to professions or institutions whose ordinary business involves them in engaging in investment activities. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons. No offer or invitation or solicitation of any offer to acquire securities of the Company is being made now nor does this presentation constitute or form part of any invitation or inducement to engage in investment activity under section 21 of the Financial Services and Markets Act 2000. No reliance may be placed for any purpose whatsoever on the information contained in this presentation or any assumptions made as to its completeness and no warranty or representation is given by or on behalf of the Company nor its directors, employees, agents and advisers as to the accuracy or completeness of the information or opinions contained in this presentation and no liability is accepted by any of them for any such information or opinions, provided that nothing in this paragraph shall exclude liability for any representation or warranty made fraudulently. The information and opinions contained in this presentation are provided as at the date hereof. SP Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated by the Financial Conduct Authority, is acting in the provision of corporate finance business to the Company, within the meaning of the Financial Conduct Authority’s Conduct of Business Sourcebook (“COBS”), and no-one else in connection with the proposals contained in this presentation. Accordingly, recipients should note that SP Angel is neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients

• f SP Angel under the COBS nor for providing advice in relation to the proposals contained in this presentation. The information contained in the presentation has not been verified by SP Angel, nor

does this presentation purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in the Company. The contents of this presentation are confidential and must not be copied, published, reproduced, distributed or passed in whole or in part to others at any time by recipients. This presentation is being provided to recipients on the basis that they keep confidential any information contained herein or otherwise made available, whether oral or in writing, in connection with the Company. In particular, this presentation should not be distributed, published or reproduced in whole or in part or disclosed by recipients to any other person or entity and, in particular, should not be distributed to United States residents, corporations, or other entities, US persons (as defined in Regulation S promulgated under the United States Securities Act of 1933 (as amended), persons with addresses in the United States of America (or any of its territories or possessions), Canada, Japan, the Republic of Ireland, the Republic of South Africa or Australia, or to any corporation, partnership

• r other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any law or regulatory requirement.

Notwithstanding the foregoing, the Company can distribute this document to US Persons (as defined above), persons with addresses in the United States of America (or its territories or possessions), United States residents, corporations or other entities if the Company is satisfied that an applicable exemption applies. Distribution of this document in the United States of America in the absence

• f such an applicable exemption may constitute a violation of United States securities law.

Please note that the information in this presentation has yet to be announced or otherwise made public and as such constitutes relevant information for the purposes of section 118 of FSMA and non-public price sensitive information for the purposes of the Criminal Justice Act 1993. You should not therefore deal in any way in the securities of the Company until after the formal release of an announcement by the Company as to do so may result in civil and/or criminal liability. By accepting a copy of the presentation you agree to be bound by the foregoing provisions. Forward-looking Statements This presentation may contain forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company and its subsidiaries (the “Group”). Forward-looking statements are identified by the use of such terms as “believe”, “could”, “envisage”, “estimate”, “potential”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements contained in the presentation are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Group’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of the presentation.

SUMMARY OF IPO

• Standard listed cash shell raised £1,200,000 (24m shares at 5p per share)
• 1 for 1 warrants at 7.5p per share
• Targeting a single business in the energy and industrial sectors, focus on businesses valued at

£5-30m

• Highly experienced board
• Over £500,000 subscribed by board plus close associates
• Shareholders’ and directors’ interests aligned
• Directors investing an aggregate of £310,000
• Directors investing at Admission on same terms as other investors
• Directors will take no salaries
• Option scheme over 10% at placing price
• Admitted to trading on 17 May 2017

ABOUT THE BUSINESS

• Company formed on 17 November 2016 for the purpose of acquiring a target company
• r business or asset(s) with operations in the energy or industrial sectors
• An acquisition is highly likely to be treated as a Reverse Takeover, so will require re-

admission to the Official List or admission to another stock exchange

• Prospective target companies or acquisition will not be limited to a specific

geographical region, stage of development or to a particular commodity

• Size on its own not a selection criterion, Board will focus businesses valued between

£5m and £30m

• Initial target likely to be a business domiciled in Europe or another OECD market but

may be in another part of the world

USE OF PROCEEDS

Proceeds Prioritised

• To pay the costs of Admission (£130,000)
• To pay for the cost of due diligence associated with potential Acquisitions
• To pay the costs of re-admission on an Acquisition

Intention to conserve as much as possible of initial capital pending completion of first Acquisition

• Operating costs of running the business prior to its first Acquisition will be kept to a minimum
• Some external fees may be incurred in the process of due diligence and some fees may be paid to

directors if it saves external fees

• The Company may agree to advance some of its initial capital to a potential target prior to the completion
• f an Acquisition
• Initial capital unused at the time of Acquisition may be used by the Company to contribute to any cash

consideration and/or for general working capital of the enlarged business

ABOUT THE FOUNDERS 1/4

Andy Morrison, Managing Director An outcome-focused Director, General Manager and Chief Executive of growth businesses with successful experience in both major multi-national corporations and smaller public companies. A background in strategic business development combined with technical literacy and an entrepreneurial mind-set and a record of commercial delivery across energy and process industries. https://uk.linkedin.com/in/ajgmorrison Andy will be responsible for commercial matters and the overall management of SOPlc, and in particular in the sourcing and negotiation of a pipeline of RTO opportunities for the business to action once it becomes listed. Richard Liddell, Director A highly experienced executive and entrepreneur engaged in the upstream natural resources sector with successful track record in value creation and monetisation of upstream oil and gas assets. Experienced PLC chairman/director and currently non-executive director; Sound Energy Plc. and founder and Managing Director

• f Clara Petroleum Ltd. Among Richard’s previously held positions are Chairman, Falkland Oil and Gas;

Operations Director, Premier Oil; Development Director, British Gas E&P. https://www.linkedin.com/in/richard-liddell-561a0920/ In addition to SOPlc director duties, Richard will contribute to the origination, screening and due diligence on the RTO acquisition inventory. Tony Harpur, Director A senior oil executive in the oil trading units of BP and Shell and ex-CEO of a oil and chemicals trading company based in the Middle East. Tony welcomes the opportunity to use his knowledge and experience to help SOPlc seek an acquisition of a material business opportunity. https://www.linkedin.com/in/anthony-tony-harpur-4646863/ In addition to his overall duties, Tony will contribute to the origination, screening and due diligence on the RTO acquisition inventory

ABOUT THE FOUNDERS 2/4

Jonathan Bradley-Hoare, Finance Director A qualified Chartered Accountant, Jonathan has his own practice at Welbeck & Associates where he is the senior audit partner and engagement partner for all listed clients. He has over 20 years of experience in audit and advisory services. He focuses on working with growing businesses in the small cap to mid-corporate sector and has worked with a large number of companies on AIM and other markets. https://uk.linkedin.com/in/jonathan-bradley-hoare-aa1b6180 Jonathan will be responsible for financial matters and overall financial control of SOPlc David Little, Company Secretary A Corporate/Commercial partner with legal firm Bishop & Sewell, advising on buying and selling businesses, private and public fund-raisings (in particular AIM, Standard List and ISDX) and general company law and company secretarial matters. His work involves corporate transactions across a broad range of business sectors, with a particular focus on the technology, marketing and media, sport and leisure, and professional services sectors. https://uk.linkedin.com/in/david-little-182a6210 David will be responsible for legal matters and overall compliance of SOPlc

ABOUT THE FOUNDERS 3/4

Mike Doherty, Board Adviser Mike is Chairman of Impact Oil and Gas Ltd, an exploration company with a focus on Africa. He is a qualified geophysicist and a proven oil finder with over 35 years’ industry experience in senior technical, commercial and management roles. He started his career in the seismic industry and was a co-founder of Merlin Geophysical Company limited in 1979. In 1981 he became CEO of Merlin and organized the merger of Merlin and Seismic Profilers to form an integrated acquisition and processing company called Merlin Profilers. This integrated company was acquired by Schlumberger in 1986. Since then Mike has been CEO of a number of E&P companies with global operations. He joined the publicly-listed Ardmore Petroleum as CEO and arranged the merger of Ardmore and Tuskar Resources PLC. He served as CEO of Tuskar for a number of years before leaving to become Chief Executive of Trans-Dominion Energy Corporation – a TSX listed company. Mike established Impact Oil & Gas Limited in 2009. He has an MA in Physics from Trinity College Dublin and is a Fellow of the Geological Society. http://linkedin.com/in/mike-doherty-8b102122 David Bott, Board Adviser David is Chairman of Oxford Biomaterials and a Non-Executive Director of Oxford Advanced Surfaces Group. He

• riginally qualified with a degree in Polymer Science and pursued an early career amongst major industrial firms

including BP, Courtaulds and ICI rising to the role of Director of Group Technology at ICI. He was a founder and then Director of Innovation Programmes at the UK Government’s Technology Strategy Board from 2007-2013. http://www.davidbott.com/index.php David will be responsible for technology matters and in broadening the sourcing of RTO opportunities to be pursued once the business becomes listed.

ABOUT THE FOUNDERS 4/4

Alan Hume, Board Advisor Alan is a dynamic and highly developed CFO with significant experience in the oil and gas exploration and production sector as well as the broader energy market. Alan has also held senior finance, commercial and

• perational roles in the oilfield services, engineering, construction and energy production sectors.

Alan's career has seen him hold many domestic, as well as international financial responsibilities. He has experience in bringing companies to market as well as leading acquisition and disposal activities. His expertise encompasses blue chip American organisations, AIM listed companies, TSX‐V listed companies and start‐up ventures. Alan is a Fellow of the Chartered Institute of Management Accountants. https://www.linkedin.com/in/alan-hume-8b756910/ Andy Duncan, Board Advisor An experienced financier to the independent sector, Andy has over 11 years of oil and gas experience having worked for Standard Chartered Bank, Bank of America Merrill Lynch and the Royal Bank of Scotland providing structured financings and acquisition finance for assets globally. Andy is currently an independent consultant providing advice and assistance on corporate finance to boards and executive management teams in the oil and gas sector. Prior to banking Andy spent 10 years in industry as a chartered mechanical engineer, where he designed topsides facilities for UK North Sea platforms as well as designing fluidised catalytic cracking units for multiple refineries across Europe. https://www.linkedin.com/in/andy-duncan-a4830/

ABOUT THE COMPANY

• The founders have been involved in advising, investing in and/or managing numerous

junior companies in the natural resources and other sectors

• Directors invested £310,000 of the initial capital - aligns the interests of the shareholders

and the board

• No salaries to directors prior to completion of a first acquisition
• Legal, financial and commercial work to be conducted in-house by the founders to the

extent that they have the necessary capabilities

• Founders not looking to stay on unless required past first acquisition

OUR STRATEGY

Company's strategy is to acquire an established business or project in the energy or industrial sectors, avoiding large up-front costs and so preserving capital for operational programmes

• Seeking a single, material opportunity as our first acquisition (i.e. it is about creating a

substantial new business, not about “planting a thousand seeds”)

• Priority will be given to cash generative businesses for acquisition and seeking to

avoid businesses with unfunded near term financial commitments

• Focus on businesses valued between £5m and £30m
• Will consider opportunities that amount to effective exit upon acquisition or which

may involve a limited period (max 2 years) of operation and growth prior to an effective exit

CAPITAL STRUCTURE

Prior to Admission

• Number of shares in issue

2,000,120

• Owned by directors as follows:
• Andy Morrison

1,200,080 (60%)

• Anthony Harpur

400,000 (20%)

• Richard Liddell

400,000 (20%)

• Jonathan Bradley-Hoare

40 Following admission

• Total number of shares in issue

26,000,120

• Of which directors will own:
• Andy Morrison

4,600,080 (17.7%), cost £200,002

• Anthony Harpur

1,400,000 (5.4%), cost £60,000

• Richard Liddell

1,200,000 (4.67%), cost £50,000

• Market capitalisation at 5p

£1,300,000

• Number of warrants

24,000,000

• Number of broker warrants

790,500

• Number of options (10% of issued share capital at Admission)

2,600,000

POTENTIAL ACQUISITIONS

Situations giving rise to opportunities to the Company

• Overseas managed business - may not have the expertise, relevant connections or prior

experience to be able to conduct their own admission process

• Family managed businesses - may wish to create liquidity for expansion and/or

progressive withdrawal from the business

• Corporate Spin-outs or Management Buy-outs - businesses within major corporates

that have become orphaned or non-core

• Companies needing urgent seed capital - a project with substantive assets and a strong

and committed management team who need to move quickly to secure the assets and create a corporate entity around them

SELECTION CRITERIA

• Profit Pool Potential - must be operating in an industry with satisfactory profit potential
• Value Advantage - focus on opportunities where it can offer a clear value advantage to

a potential target business or project through the relevant experience and networks of the Directors and the ability to act quickly to complete a transaction

• Leadership and Management - must have a competent management team to assist in

raising any investment funds required at re-admission and to lead the business following Acquisition

• Likely Market Appetite - in consultation with the Company’s stockbrokers and financial

advisers, the Board will focus on businesses where there is market appetite

OPPORTUNITY INVENTORY

Company’s inventory of potential RTO acquisition opportunities

• >30 opportunities reviewed of which 16 remain live and of which 7 have passed

formal screening

• Ratio of approximately 3:1 between Energy and Industrial sector opportunities
• Live opportunities in UK, EU, USA and Africa

NEXT STEPS AFTER ADMISSION

• Assess opportunities according to projected benefits and risk mitigations

– Benefits

• Share price uplift upon Acquisition
• Projected Y1 share value increase of enlarged business

– Risk Mitigations

• Likely speed and simplicity of execution
• Track record of target promoters
• Strength and depth of target management
• Likely external costs of due diligence
• SOPlc own expertise in the field
• Market appetite for required RTO funds
• Post-RTO relationship with SOPlc founders
• Negotiate Heads of Terms on 1 or 2 opportunities
• Undertake due diligence process
• Complete acquisition as quickly as practicable

CONCLUSION

• Standard listed cash shell raised £1,200,000
• 1 for 1 warrants at 7.5p per share
• Targeting a single business in the energy and industrial sectors, focus on businesses

valued at £5-30m

• Highly experienced board
• Over £500,000 subscribed by board plus close associates
• Shareholders’ and directors’ interests aligned
• Admitted to trading on 17 May 2017

CONTACTS

• At the Company

– Andy Morrison, Chairman – andy.morrison@spinnakermanagement.co.uk – +44 7980 878561

• SP Angel (Corporate Finance Advisers and

Broker) – Lindsay Mair, Richard Hail, Richard Parlons (Sales) – lindsay.mair@spangel.co.uk – richard.hail@spangel.co.uk – richard.parlons@spangel.co.uk – +44 20 3470 0470

• Bishop & Sewell (Legal Advisers)

– David Little, Partner – dlittle@bishopandsewell.co.uk – +44 7968 027343

• Simpson Booth (HR Advisors)

– Russell Stewart – russell.stewart@simpson-booth.com – +44 7807 062958

• Blytheweigh (Financial PR)

– Nick Elwes – nick.elwes@blytheweigh.com – +44 20 7138 3553

Thankyou

Q & A