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Issue of Equity

15 Jul 2014 13:58

PENTAGON PROTECTION PLC - Issue of Equity

PENTAGON PROTECTION PLC - Issue of Equity

PR Newswire

London, July 15

Pentagon Protection plc (to be renamed "YOLO Leisure and Technology plc" ("Pentagon" or the "Company") Additional Funds Raised - Second Subscription for Ordinary Shares The board of Pentagon (the "Board") is pleased to announce that, followingfurther demand from investors, the Company has raised an additional £475,250,before expenses (the "Second Subscription"), by way of a subscription for36,557,683 new Ordinary Shares at a price of 1.3 pence per share (the"Subscription Price"). This brings the total funds raised for the Company to£1,086,850. The proceeds of the Second Subscription will be used to increase the cashreserves of the Company, as the Board seeks to accelerate the implementation ofthe Company's new investment strategy. In addition, the Company has agreed to issue a further 7,257,116 OrdinaryShares in lieu of fees associated with the transaction, at the SubscriptionPrice, of which 1,814,279 have been issued to Simon Robinson, a director of theCompany. Application will be made for the 43,814,799 new Ordinary to be admitted totrading on AIM. Admission and dealing is expected to occur at 8.00 a.m. onMonday 21 July 2014. The new Ordinary Shares will rank pari passu with theexisting Ordinary Shares in issue. Following the issue of the new OrdinaryShares as outlined above, and the issue of shares as announced on 24 June 2014,there will be 101,994,855 Ordinary Shares in issue. This number may be used byshareholders in the Company as the denominator for the calculations by whichthey will determine if they are required to notify their interest in, or achange in their interest in, the share capital of the Company. As outlined in the circular to shareholders dated 24 June 2014, the Companywill enter into a warrant instrument pursuant to which the Company will issueone warrant for every four Ordinary Shares subscribed for pursuant to thesubscriptions ("Subscriber Warrants"). Accordingly the Company has issued afurther 9,139,417 Subscriber Warrants in respect of the Second Subscription,and the aggregate number of Subscriber Warrants in issue pursuant to bothsubscriptions will be 20,900,951. The Subscriber Warrants may be exercised at any time within 36 months of thecompletion of the Subscription, and shall entitle the subscribers to subscribefor one new Ordinary Share for each Subscriber Warrant held at the SubscriptionPrice. Additionally, as outlined in the circular to shareholders dated 24 June 2014,the Company has agreed to issue Peterhouse warrants to subscribe for newOrdinary Shares at the placing price equal to 3% of the number of the EnlargedShare Capital (the "Broker Warrants"). The aggregate number of Broker Warrantsin issue following both subscriptions will be 3,059,846. The Broker Warrantsare exercisable at the Subscription Price for up to 5 years. A further 3,500,000 and 1,500,000 Warrants are being issued to Simon Robinsonand Sohail Bhatti, the Company's CEO and FD respectively, at an exercise priceof 1.3p each. In addition, Simon Robinson has acquired 3,846,153 new OrdinaryShares pursuant to the Second Subscription at the Subscription Price, which isdeemed to be a related party transaction under the AIM Rules for Companies. Theindependent Director consider, having consulted with Cairn, the Company'snominated adviser, that the terms of the subscription are fair and reasonableinsofar as the Company's Shareholders are concerned. Mr Robinson thereforeholds 5,660,432 Ordinary Shares presenting 5.55 per cent. of the Enlarged ShareCapital of the Company. Commenting on the subscriptions, Simon Robinson, said: "I am pleased with the confidence being shown by professional investors in thenewly restructured Company. This funding will enable us to press forward withimplementing our new investment strategy." --ENDS- For further information please contact: Pentagon Protection plc/ Yolo Leisure and Technology plcSimon Robinson simonrobinsonYOLO@icloud.com Cairn Financial Advisers LLPSandy Jamieson Tel: +44 20 7148 7900 Peterhouse Corporate Finance Limited (Sole broker)Eran Zucker / Lucy Williams Tel: + 44 20 7469 0930
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