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Polemos PLC - Result of GM - Admission to AIM

Wed, 27th Feb 2019 15:00

RNS Number : 3219R
Polemos PLC
27 February 2019
 

27 February 2019

 

POLEMOS PLC

("Polemos" or the "Company")

 

Result of General Meeting

Share Reorganaisation

Change of name

Admission to trading on AIM

 

 

Polemos plc (AIM: PLMO), announces that at the General Meeting of the Company held today, all resolutions put to shareholders were duly passed. Consequently, the acquisitions of Digitalbox Publishing (Holdings) Limited and Mashed Productions Limited, the Placing, the MVC Subscription, the conversion of loan notes, the Share Reorganisation and various other matters (details of which were set out in a circular to shareholders dated 8 February 2019 (the "Admission Document")) can now proceed to completion and the change of the Company's name to Digitalbox plc can be registered at Companies House.

 

Resolution numbered 1 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under the Rule 9 of the Takeover Code ("Whitewash Resolution"), was passed on a poll with 11,461,340 votes of Independent Shareholders, in favour and 270 votes against.

 

Completion of the DBPH Acquisition and admission of the Company's Ordinary Shares to trading on AIM is expected to take place at 8.00 a.m. on 28 February 2019 ("First Admission"), with the MP Acquisition and Admission of the MP Consideration Shares expected to complete on 5 March 2019 ("Second Admission").

 

In addition at the General Meeting, the appointments of James Carter, Jim Douglas, David Joseph, Martin Higginson and Sir Robin Miller to the board of the Company were approved and will take effect from First Admission. Nigel Burton, will remain a director whilst John Treacy will resign as a director on First Admission. The information on each of the new directors required to be disclosed under Schedule Two paragraph (g) (i)-(viii) of the AIM Rules for Companies is disclosed later in this announcement.

 

Concert Party

 

In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on First Admission the members of the Concert Party will own the following number of New Ordinary Shares:

 

Concert Party

Number of New Ordinary Shares on First Admission

Percentage of New Ordinary Shares on First Admission

Number of New Ordinary Shares subject to the DBPH Warrants or Adviser Warrants

Maximum number of New Ordinary Shares

Percentage of New Ordinary Shares on First Admission (assuming the DBPH Warrants held by David Marks and Martin Higginson and Adviser Warrants held by Leander have been exercised)

Higginson Family

             9,787,549

11.02

                  1,590,933

11,378,482

12.36

Sir Robin Miller

                775,464

0.87

                                 -  

775,464

0.84

Dobbie Family

             8,243,000

9.28

                                 -  

8,243,000

8.95

Napier Brown Family Office

             3,342,446

3.76

                                 -  

3,342,446

3.63

Hepworth Family

             3,303,898

3.72

                                 -  

3,303,898

3.59

Leander and Leander Employees

             1,439,555

1.62

                      112,857

1,552,412

1.69

David Marks

                            -  

0.00

                  1,590,933

1,590,933

1.73

M Capital Ventures

             3,383,332

3.81

                                 -  

3,383,332

3.67

          30,275,244

34.08

                  3,294,723

33,569,967

36.44

 

1 All of the Higginson Family DB Consideration Shares are held by Sam Higginson and all of the DBPH warrants are held by Martin Higginson.

2 The Dobbie Family comprises William Dobbie and Leonie Dobbie who hold 659,291 and 7,583,709 shares respectively.

3 The Hepworth Family comprises Paul Hepworth who holds 412,854 shares, John Hepworth who holds 2,478,190 shares and Mark Hepworth who holds 412,854 shares.

4 Alex Davies and Gareth Jones, directors of Leander hold 760,577 and 111,122 shares respectively. Leander holds 112,857 Adviser Warrants and 567,856 New Ordinary Shares on First Admission.

5 The directors of M Capital Ventures include Martin Higginson and Sir Robin Miller.

Immediately following First Admission, the Concert Party will hold in aggregate 30,275,244 New Ordinary Shares, representing 34.08 per cent. of the New Ordinary Share Capital as at First Admission. Assuming only the DBPH Warrants and Adviser Warrants held by members of the Concert Party are exercised, the Concert Party will hold 33,569,967 New Ordinary Shares, representing 36.44 per cent. of the New Ordinary Share capital as enlarged by such an exercise.

In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on Second Admission the members of the Concert Party will own the following number of New Ordinary Shares:

 

 Concert Party

Number of New Ordinary Shares on Second Admission

Percentage of New Ordinary Shares on Second Admission

Number of New Ordinary Shares subject to the DBPH Warrants or Adviser Warrants

Maximum number of New Ordinary Shares

Percentage of New Ordinary Shares on Second Admission (assuming the DBPH Warrants held by David Marks and Martin Higginson and Adviser Warrants held by Leander have been exercised)

Higginson Family

             9,787,549

10.84

                  1,590,933

11,378,482

12.16

Sir Robin Miller

                775,464

0.86

                                 -  

           775,464

0.83

Dobbie Family

             8,243,000

9.13

                                 -  

        8,243,000

8.81

Napier Brown Family Office

             3,342,446

3.70

                                 -  

        3,342,446

3.57

Hepworth Family

             3,303,898

3.66

                                 -  

        3,303,898

3.53

Leander and Leander Employees

             1,439,555

1.60

                      112,857

        1,552,412

1.66

David Marks

                            -  

0.00

                  1,590,933

1,590,933

1.70

M Capital Ventures

             3,383,332

3.75

                                 -  

3,383,332

3.62

          30,275,244

33.55

                  3,294,723

33,569,967

35.89

 

1 All of the Higginson Family DB Consideration Shares are held by Sam Higginson and all of the DBPH warrants are be held by Martin Higginson.

2 The Dobbie Family comprises William Dobbie and Leonie Dobbie who hold 659,291 and 7,583,709 shares respectively.

3 The Hepworth Family comprises Paul Hepworth who holds 412,854 shares, John Hepworth who holds 2,478,190 shares and Mark Hepworth who holds 412,854 shares.

4 Alex Davies and Gareth Jones, directors of Leander hold 760,577 and 111,122 shares respectively. Leander holds 112,857 Adviser Warrants and 567,856 New Ordinary Shares on Second Admission.

5 The directors of M Capital Ventures include Martin Higginson and Sir Robin Miller.

Immediately following Second Admission, the Concert Party will hold in aggregate 30,275,244 New Ordinary Shares, representing 33.55 per cent. of the New Ordinary Share Capital as at First Admission. Assuming only the DBPH Warrants and Adviser Warrants held by members of the Concert Party are exercised, the Concert Party will hold 33,569,967 New Ordinary Shares, representing 35.89 per cent. of the New Ordinary Share capital as enlarged by such an exercise.

 

Share Reorganisation

 

Immediately following the General Meeting, 907 existing Ordinary Shares were issued at a price of 1 pence per share to ensure that as part of the Share Reorganisation an exact whole number of New Consolidated Shares will be issued. At the Share Reorganisation Record Date, being 6 p.m. today, the 118,080,000 existing Ordinary Shares will be consolidated into Consolidated Ordinary Shares each on the basis of one Consolidated Ordinary Share for each 2,500 Existing Ordinary Shares. Each Consolidated Ordinary Share will then be sub-divided into 125 New Ordinary Shares and 2,375 New Deferred Shares.  Immediately following the Share Reorganisation, the Company's issued share capital will comprise 5,904,000 Ordinary Shares of £0.01 each and 386,907,464 existing deferred shares of £0.0499 each and 112,176,000 new deferred shares of £0.01 each.

Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the Shareholder within 10 Business Days of each Admission. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission.

Change of Name

 

Shareholders have approved the change of Company name to Digitalbox plc.

 

The change of name will be processed with Companies House and is expected to become effective on 27 February 2019.  The tradable instrument display mnemonic ("TIDM") of the Company is expected to change to DBOX with effect from 7 a.m. on 28 February 2019.

 

 

Admission to trading on AIM

 

The Convertible Loan Note Shares, DB Consideration Shares, Placing Shares, MCV Subscription shares and Adviser Shares will result in the allotment of a total of 82,919,155 New Ordinary Shares. These shares, together with the 5,904,000 arising from the Share Reorganisation will mean that there will be 88,823,155 in issue on First Admission.

 

Application for admission to trading on AIM of the 88,823,155 New Ordinary Shares has been made and dealings are expected to commence on 28 February 2019.  The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

 

The New Ordinary Shares will trade under the ISIN: GB00BJK9H642 and SEDOL: BJK9H642.

 

In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, on First Admission, its issued share capital will comprise 88,823,155 Ordinary Shares of £0.01 each and 386,907,464 Deferred Shares of £0.0499 each and 112,176,000 New Deferred Shares of £0.01 each. All of the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company is therefore 88,823,155. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

 

Appointment of Directors

 

James Carter (53), Jim Douglas (49), David Joseph (53), Martin Higginson (55) and Sir Robin Miller (78) (together the "Proposed Directors") will be appointed to the board of the Company with effect from First Admission. As previously stated in this announcement, Nigel Burton, will remain a director whilst John Treacy will resign as a director on First Admission. The Directors' interests in the Company on First Admission are as follows:

 

 

 

Director

 

 

 

Director's shareholding

Director's shareholding as a percentage of the total number of Ordinary Shares on First Admission

James Carter

10,908,078

12.28

Jim Douglas

10,908,078

12.28

David Joseph

-

-

Martin Higginson

-

-

Sir Robin Miller

775,465

0.87

Nigel Burton

591,500

0.67

 

1 Each of James Carter and Jim Douglas hold Management Options which, upon exercise, will result in the issue by the

Company of 1,504,404 New Ordinary Shares pursuant to the Share Option Scheme.

2 Martin Higginson holds DBPH Warrants which, upon exercise, will result in the issue by the Company of 1,590,933 New

Ordinary Shares pursuant to the Warrant Acquisition Agreement.

3 Martin Higginson and Sir Robin Miller are directors of M Capital Ventures which will hold 3,383,332 New Ordinary Shares

on Second Admission.

 

Listed below are the Proposed Directors' current directorships and partnerships and any former directorships and partnerships held in the last five years.

 

James Carter

Current directorships and partnerships

Former directorships and partnerships

Digitalbox Publishing Limited

Factory Media Limited

Digitalbox Publishing (Holdings) Limited

Made From Media Ltd. (dissolved)

Jim Douglas

Current directorships and partnerships

Former directorships and partnerships

Digitalbox Publishing Limited

Future Publishing Limited

Digitalbox Publishing (Holdings) Limited

Martin Higginson

Current directorships and partnerships

Former directorships and partnerships

Britten House Limited

Armco Development Limited (dissolved)

Digitalbox Innovations Ltd

Conkwell Grange Estate (SPV) LLP

Digitalbox Publishing (Holdings) Limited

Digitalbox.Labs Limited (dissolved)

Ellel Garden Village LLP

Digitalbox Network Limited (dissolved)

Immotion Studios Limited

Digitalbox Publishing Limited

Immotion Group PLC

Elms Hall (SPV) Limited (dissolved)

Immotion VR Limited

Gamesko Limited

M Capital Investment Partners Limited

Hindley Investments Limited (dissolved)

M Capital Investment Partners (Holdings) Limited

Interactive Digital Entertainment (UK) Limited (dissolved)

M Capital Management Limited

M Capital Developments Limited (dissolved)

M Capital Nominees LLP

MIM1 Limited (dissolved)

M Capital Ventures Limited

MIM2 Limited (dissolved)

M Capital (West Halkin) Limited

MIM3 Limited (dissolved)

Miaccom Developments Limited

MIM4 Limited (dissolved)

Miaccom Limited

SDE Digital Entertainment Group Limited

Netperform Limited

SDE Digital Entertainment Holdings Limited

Studio Liddell Limited

SDE Digital Entertainment Limited

The Broadway (SPV) Limited

Triangle Investments (Lancaster) LLP (dissolved)

VR Acquisition (Holdings) Limited

Voucherbag.com Limited (dissolved)

VRZONE Limited (dissolved)

David Joseph

Current directorships and partnerships

Former directorships and partnerships

Beacon Events Management Limited

Aspermont Media Limited

Integral 2 Limited

Boat International Group Limited

Wasted Talent Limited (shadow director)

Fastminds Limited (dissolved)

Industry Insider Limited (dissolved)

MTL Media Limited

Range Records Limited

The Information Industry Network Limited

Urban Media Europe Limited

Sir Robin Miller

Current directorships and partnerships

Former directorships and partnerships

Bikesport New.com Limited

Amistha Holdings Limited

Brave Bison Group PLC

Butler,Tanner & Dennis Holdings Limited (dissolved)

Crash Media Group Limited

Butler, Tanner & Dennis Limited (dissolved)

Dennis Maps Limited

Butler, Tanner & Dennis Maps Limited (dissolved)

Digitalbox Publishing (Holdings) Limited

East of England Showground Services Limited

Gruppo Media Limited

IBIS Media VCT 1 PLC (in liquidation)

Immotion Group plc

Riders For Health (dissolved)

M Capital Ventures Limited

Stradbrook Acquisitions (Holdings) Limited

Premier Education Group PLC

The Philanthropy Foundation Limited

Robin Miller Consultants Limited

Time Out Group plc

The Golf Foundation

Tristar Communications Limited

Widford Press Limited

 

The Directors have held the following directorships in companies that have been placed in receivership, compulsory liquidation, creditors' voluntary liquidation, administration or company voluntary arrangement or which entered into any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company:

 

Director(s)

Company

Details

Sir Robin William Miller

Butler, Tanner & Dennis

Holdings Limited

Dissolved on 31 January 2017 via an application for voluntary strike-off

Sir Robin William Miller

Butler, Tanner & Dennis

Holdings Limited

Dissolved on 28 May 2017 via an application for voluntary strike-off

Sir Robin William Miller

Entertainment Rights plc

Dissolved on 30 December 2010 via an administration

Sir Robin William Miller

Butler, Tanner & Dennis

Holdings Limited

Dissolved on 28 March 2017 via a liquidation with no sums remaining owing to creditors

Sir Robin William Miller

IBIS Media VCT 1 PLC

In the process of being liquidated via an application for members voluntary winding up dated 18 January 2018

Sir Robin William Miller

Riders for Health

In the process of being liquidated via an application for members voluntary winding up dated 22 June 2009

Sir Robin William Miller

Sentana Sports Holdings

Limited

Entered administration on 23 June 2009

Martin James Higginson

Armco Development Limited

Dissolved on 12 May 2015 via an application for voluntary strike-off

Martin James Higginson

Digitalbox.Labs Limited

Dissolved on 8 March 2016 via an application for voluntary strike-off

Martin James Higginson

Digitalbox Network Limited

Dissolved on 8 March 2016 via an application for voluntary strike-off

Martin James Higginson

Elms Hall (SPV) Limited

Dissolved on 29 March 2016 via a liquidation

Martin James Higginson

Interactive Digital Entertainment (UK) Limited

Dissolved on 8 November 2013 via an application for voluntary strike-off

Martin James Higginson

M Capital Developments Limited

Dissolved on 5 June 2018 via an application for voluntary strike-off

Martin James Higginson

MIM1 Limited

Dissolved on 16 September 2014 via an application for voluntary strike-off

Martin James Higginson

MIM2 Limited

Dissolved on 16 September 2014 via an application for voluntary strike-off

Martin James Higginson

MIM3 Limited

Dissolved on 16 September 2014 via an application for voluntary strike-off

Martin James Higginson

MIM4 Limited

Dissolved on 16 September 2014 via an application for voluntary strike-off

Martin James Higginson

Triangle Investments

(Lancaster) LLP

Dissolved on 23 October 2018 via an application for voluntary strike-off

Martin James Higginson

Voucherbag.com Limited

Dissolved on 13 October 2015 via an application for voluntary strike-off

Martin James Higginson

VRZONE Limited

Dissolved on 11 September 2018 via an application for voluntary strike-off

James Alexander Carter

Made from Media Ltd.

Dissolved on 4 October 2016 via an application for voluntary strike-off

David Joseph

Fastminds Limited

Dissolved on 29 November 2016 via an application for voluntary strike-off

David Joseph

Industry Insider Limited

Dissolved on 16 January 2018 via an application for voluntary strike-off

 

 

Save as disclosed above, there are no other disclosures required in accordance with Schedule 2 paragraph (g) of the AIM Rules.

 

This announcement should be read in conjunction with the full text of the Admission Document posted to Shareholders on 8 February 2019, copies of which are available on the Company's website at www.digitalbox.com. Capitalised terms in this announcement have the same meaning as given in the Admission Document.

 

Digitalbox

Tel: 01225 430102

James Carter, CEO

Polemos plc

Tel: 07785 234447

Nigel Burton, Chairman

 

WH Ireland (Nomad)

Tel: 0117 945 3470

Mike Coe

Chris Savidge

 

Leander Capital (Lead broker)

Tel: 0207 195 1400

Alex Davies

Hugh Kingsmill Moore

Peterhouse Capital (Joint broker)

Tel: 020 7469 0930

Lucy Williams

 

Newgate Communications (Financial PR)

Robin Tozer

Elisabeth Cowell

Tel: 020 3757 6880; digitalbox@newgatecomms.com

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
ROMCKODPQBKDPBB
Date   Source Headline
27th Feb 20194:00 pmRNSPolemos PLC - Final Results
27th Feb 20193:00 pmRNSPolemos PLC - Result of GM - Admission to AIM
13th Feb 201910:15 amRNSAIM - Schedule 1 - Polemos Plc
8th Feb 20197:00 amRNSPolemos PLC - Acquisitions
21st Jan 20197:00 amRNSPolemos PLC - Update on proposed acquisition

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