11 Aug 2015 07:00
GUSCIO PLC - Notice of General MeetingGUSCIO PLC - Notice of General Meeting
PR Newswire
London, August 10
11 August 2015
Guscio PLC
("Guscio" or the "Company")
Notice of General Meeting
Guscio today announces that that a General Meeting of the Company will be held at 10.00 a.m. on 1 September 2015 at the offices of Peterhouse Corporate Finance Limited, 3 New Liverpool House, 15 Eldon Street, London EC2M 7LD for the purpose of considering and, if thought fit, passing resolutions pertaining to the grant of general authority to the Company to allot Ordinary Shares and to disapply pre-emption rights. Further details of the proposals are set out below.
A circular, together with the notice convening the General Meeting, has been published and posted to Shareholders today. Copies of the Circular will be available from the Company's registered office 27-28 Eastcastle Street, London W1W 8DH, and will be available from the Company's website www.guscioplc.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Publication of the Circular | 11 August 2015 |
| Latest time for receipt of Forms of Proxy for General Meeting | 10.00 a.m. 27 August 2015 |
| General Meeting | 10.00 a.m. 1 September 2015 |
Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect. References to time in this announcement are to London time.
Introduction
As shareholders are aware, the Company disposed of its two trading subsidiaries, Talent Holdings and Talent South, on 8 September 2014 and was re-classified as a non-operating investing Company in accordance with the AIM Rules. Following the disposals, the Company’s Investing Policy has been to invest in and/or acquire technology and media companies and/or assets where the Board believes there are opportunities for growth which, if achieved, will be earnings enhancing for Shareholders.
Since the approval of the Investing Policy the Company has raised, in aggregate, £864,000 and has therefore been able to commence implementation of its Investment Policy. The Company has made its first investment, being the acquisition of a 30 per cent. interest in the issued share capital of Sportsdata Limited ("Sportsdata"), over a three month period from December 2014 to February 2015 and has subsequently supplied a further loan to Sportsdata in June 2015. Sportsdata is a technology company that has developed and implemented a website application for the purposes of monitoring and improving physical literacy and the participation of children in sports and active pursuits 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 the website via a recently launched Skills2Achieve programme. The Skills2Achieve programme has started selling licenses to operate the website to primary schools throughout the United Kingdom.
In addition, in April 2015 the Company also strengthened its Board with the addition of Gail Ganney and John Steele as Non-Executive Directors. Gail and John bring a wealth of knowledge and contacts in their respective fields and are a great benefit to the business as it continues to develop its plans within the education and sports technology sector.
As an investing company in accordance with the AIM Rules, the Company is required to make an acquisition or acquisitions which constitutes a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling 12 months from the adoption of the Investing Policy failing which, the Ordinary Shares will be suspended from trading on AIM. Accordingly, the Company must implement its Investing Policy to the satisfaction of the London Stock Exchange by no later than 9 September 2015. In the event that the Ordinary Shares are so suspended and the Company fails to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its proposed Investing Policy, the admission to trading on AIM would be cancelled six months from the date of suspension.
Currently the Company has not substantially implemented its Investing Policy to the satisfaction of the London Stock Exchange and Guscio may therefore become suspended from trading on AIM. The Company has been actively looking for complementary acquisition and investment targets to Sportsdata in the educational technology sector with a view to making further investments in accordance with the Investing Policy and to achieve certainty regarding satisfaction of implementation of the Investing Policy in accordance with the AIM Rules.
While the Company has undertaken a significant amount of due diligence and negotiations are advanced on a number of potential investments, there is no guarantee that a transaction will be completed. It is, however, envisaged that any future transactions, being acquisitions/investments, fundraisings, or, any other corporate activity, may require the issue of new Ordinary Shares. Accordingly, the Company is seeking new general authorities for the issuance of Ordinary Shares now, such that it provides the Company with flexibility and agility to more readily proceed with potential transactions.
Outlook
As set out in the Company’s interim results for the six month period ended 31 March 2015 which were announced on 4 June 2015, the Company's financial position has been strengthened. In total, £864,000 (£860,000 net of costs) has been raised by the issue of new Ordinary Shares.
The Company is confident that it has identified exciting investment opportunities and that further complementary investment opportunities can be identified in the coming weeks and months. Therefore, the Board is confident that implementation of the Investing Policy can, and hopefully will, provide Shareholders with capital growth over time.
FURTHER ENQUIRIES
| Guscio PLC | |
| Tony Humphreys / Marcus Yeoman | 020 3053 1897 |
| Sanlam Securities UK Limited | |
| Virginia Bull / Simon Clements | 020 7628 2200 |
| Peterhouse Corporate Finance Limited | |
| Lucy Williams / Eran Zucker | 020 7469 0936 |
DEFINITIONS
The following definitions apply throughout this document unless the context requires otherwise:
| “AIM” | AIM, the market of that name operated by the London Stock Exchange; |
| “AIM Rules” | the rules of the London Stock Exchange governing admission to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM Rules for Nominated Advisers; |
| “Circular” | means the circular to Shareholders of today’s date; |
| “Directors” or the “Board” | the directors of the Company; |
| “Existing Ordinary Shares” | the Ordinary Shares in issue as at the date of this document |
| “General Meeting” | the general meeting of the Company to be held on 1 September 2015 (and any adjournment thereof) for the purposes of considering the Resolutions; |
| “Guscio” or the “Company” | Guscio PLC whose registered office is at 27/28 Eastcastle Street, London W1W 8DH; |
| “Investing Policy” | the investing policy of the Company as approved by Shareholders on 8 September 2014 and as set out in the circular to Shareholders dated 12 August 2014; |
| “London Stock Exchange” | London Stock Exchange plc; |
| “Nominated Adviser” | Sanlam Securities; |
| “Notice” | the notice convening the General Meeting; |
| “Ordinary Shares” | ordinary shares in the capital of the Company with a par value of 0.1 pence; |
| “Peterhouse” | Peterhouse Corporate Finance Limited; |
| “Resolutions” | the resolutions set out in the Notice; |
| “Sanlam Securities” | Sanlam Securities UK Limited, the Company’s nominated adviser for the purposes of the AIM Rules; |
| “Shareholders” | holders of the Existing Ordinary Shares from time to time; |
| “Warrant Instrument 2014” | the warrant instrument issued by the Company dated 8 September 2014. |