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Result of EGM

14 Jul 2014 10:57

PENTAGON PROTECTION PLC - Result of EGM

PENTAGON PROTECTION PLC - Result of EGM

PR Newswire

London, July 14

Pentagon Protection plc ("Pentagon" or the "Company") Result of General Meeting and Board Changes The Company is pleased to announce that, further to the announcement made on 24June 2014, all the proposals put to the creditors of the Company concerning theproposed Company Voluntary Arrangement were approved at the Creditors Meetingheld at 10.00 a.m. on Friday 11 July, and all resolutions of the GeneralMeeting put to Shareholders, held at 10.30 a.m. on the same day, were dulypassed. The Company has therefore, inter alia: * approved the Company Voluntary Arrangement ("CVA"); * approved the disposal of its trading subsidiaries; * approved the adoption of an Investing Policy under AIM Rule 15; * approved the appointment of Peterhouse Corporate Finance Limited ("Peterhouse") as Sole Broker and subscription by Peterhouse of 47,046,148 new Ordinary Shares at a price of £0.013 to raise £611,600; * approved the issue of warrants; and * approved the change of name to YOLO Leisure and Technology plc. Application will be made for the 47,046,148 new Ordinary Shares issued to thePlacees pursuant to the Subscription to be admitted to trading on AIM.Admission and dealing is expected to occur at 8.00 a.m. on Friday 18 July 2014.The new Ordinary Shares will rank pari passu with the existing Ordinary Sharesin issue. Following the issue of the new Ordinary Shares, the Company's totalissued share capital will be 58,180,056 Ordinary Shares of 1p each. This figuremay be used by shareholders as the denominator for the calculations by whichthey will determine if they are required to notify their interest in, or achange to their interest in, the Company under the FCA's Disclosure andTransparency Rules. The Company will enter into a warrant instrument pursuant to which the Companywill issue one Subscriber Warrant for every four Ordinary Shares subscribed forpursuant to the Subscription or a total of 11,761,534 Subscriber Warrants.Entry into the warrant instrument is conditional on admission of the newOrdinary Shares to trading on AIM. The Subscriber Warrant 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 £0.013. Additionally, the Company has agreed to issue to Peterhouse Broker Warrants tosubscribe for new Ordinary Shares at the subscription price equal to 3% of theEnlarged Share Capital of the Company, exercisable for up to 5 years. Based onthe current subscription of 47,046,148 new Ordinary Shares, this equates to1,745,401 Broker Warrants. Simon Robinson has now joined the Board as Chief Executive Officer and SohailBhatti as Finance Director. Steve Chambers and Cecil O'Brien will resign fromoffice with no compensation for loss of office, and will waive all claimsagainst the Company under their appointment letters. Simon Robinson (aged 46) - Chief Executive Officer Simon Lee Robinson's career with Thomas Cook spanned 16 years from 1997 to2013. Simon progressed his career in the hotel and leisure industry, from frontline customer service and commercial roles to CEO of Thomas Cook's retail jointventure, with responsibility for £4.5bn of revenues together with 6multi-channel and 3 product businesses. After working in Germany in a shareholder relations capacity, Simon wasappointed Product Director, Tour Operations in 2001, generating revenues of £1bn, and heading the rebranding strategy of the 3 customer brands. In 2003, hewas appointed as Retail Director, leading a network of 480 retail stores eachselling travel and financial services products. In 2007, following the mergerof Thomas Cook with Mytravel, he was promoted to Managing Director,Multi-Channel Retail (UK), assuming responsibility for £3.5bn of revenuesincorporating ecommerce, 800 retail outlets and one of the most visited UKtravel websites. In 2010, Simon joined Thomas Cook's European Online Travel Agency withresponsibility for the UK region. In late 2011, he was appointed CEO of thenewly created retail joint venture consisting of ecommerce, retail and avariety of specialist businesses with combined revenues of £4.5bn. Current Directorships Past Directorships in the last five years Thomas Cook Retail Ltd Thomascook.com Limited TCCT Retail Ltd Sohail Bhatti (aged 54) - Finance Director Mohammed Sohail Bhatti is a Fellow of The Association of Chartered CertifiedAccountants (FCCA), and has served as finance and non-executive director of anumber of private and quoted companies for more than 20 years. In 1998, hejoined Transcomm plc, an AIM quoted telecommunications group as financedirector for one of its subsidiary undertakings and served for 6 years untilits acquisition by British Telecom in 2004. Later that year he supported theprivate equity acquisition of a former Ericsson data radio technology company,and founded Woodhouse Price Limited, a licensed accountancy practice. Current Directorships Past Directorships in the last five years Woodhouse Price Limited Plant Offshore Group plc Crystal Sigma Limited Zone Minicabs Limited There are no further details required to be disclosed pursuant to Rule 17 andSchedule 2, paragraph (g) of the AIM Rules. For further information please contact: Pentagon Protection plc Simon Robinson, Chief Executive Officer Email: simonrobinsonYOLO@icloud.com Cairn Financial Advisers LLP Sandy Jamieson Tel: +44 20 7148 7900 Peterhouse Corporate Finance Limited (Sole broker)

Eran Zucker Tel: + 44 20 7469 0930

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