GUSC.L Regulatory News (GUSC)

25 February 2015 Guscio PLC ("Guscio" or the "Company" or the "Group") Investment in Sportsdata Limited The Company is pleased to announce that, in line with its investing policy thatwas approved by shareholders on 8 September 2014, it has entered into anagreement to acquire a 30 per cent. interest in the issued share capital ofSportsdata Limited ("Sportsdata") (the "Investment"). Background to the Investment Sportsdata, a recently incorporated private technology company, has developedand implemented a website application for the purposes of monitoring andimproving physical literacy, the participation of children in sports and activepursuits at school. The website has been developed with Youth Sports Trust("YST"), a leading charity for sports-driven and educational programmes.Sportsdata has entered into a collaboration agreement with YST to utilise thewebsite via a recently launched Skills2Achieve programme. The Skills2Achieveprogramme aims to sell licenses to operate the website to primary schoolsthroughout the United Kingdom. On 23 December 2014, the Guscio announced that it had entered into an agreementto provide Sportsdata with a £125,000 nominal unsecured convertible loan notewith a right to increase the facility at a later date by up to £75,000 (the"Loan"). Since the announcement of the Loan, YST have now successfully made thefollowing sales: (i) 40 schools that have signed a license agreement and havepaid in full; and, (ii) 160 schools that have confirmed their commitment tosign a license agreement and are in the process of making the appropriatepayments. The Board of Guscio believe that Sportsdata's indicated targetfigures for the Skills2Achieve collaboration may be achieved prior to the startof the school summer term. In the period from 1 September 2014 to 31 January 2015, Sportsdata produced aloss for the period of £114,740 and recorded no revenue. Total assets lesscurrent liabilities were (£98,056), including cash of £17,186. Details of the Investment As part of the Investment, the Company has exercised its right to increase theLoan facility by £75,000 and subsequently convert the aggregate £200,000 totalvalue of the Loan into 2,293 ordinary shares in Sportsdata at a price of £87.22per ordinary share (the "Loan Conversion") in accordance with the terms of theLoan agreement. In addition, the Company has further subscribed for 1,686 ordinary shares at aprice of £118.62 each in Sportsdata for a total consideration of £200,000. Furthermore, an additional agreement has been reached to acquire 1,080 ordinaryshares in Sportsdata from certain of the company's existing third-partyshareholders in consideration for £128,000 in cash at a price of £118.62 perordinary share. Together the Investment will result in Guscio holding 30 per cent. of theenlarged issued share capital of Sportsdata. Related Party Transaction Richard Thompson, a director of the Company, is an existing 35 per cent.shareholder of Sportsdata and is also on the board of Sportsdata. Accordingly,the Investment constitutes a related party transaction as defined by the AIMRules for Companies. The Directors of the Company other than Mr Thompson,having consulted with Sanlam Securities UK Limited, the Company's NominatedAdviser, consider that Investment is fair and reasonable insofar asshareholders are concerned. For further additional information please contact: Guscio PLCTony Humphreys / Marcus Yeoman 020 3053 1897 Sanlam Securities UK LimitedVirginia Bull / Simon Clements 020 7628 2200 Peterhouse Corporate Finance LimitedLucy Williams / Eran Zucker 020 7469 0936