AIM Sch 1 - Bidstack Group Plc (4045Z)
31 August 2018 - 7:15PM
UK Regulatory
TIDMKIN
RNS Number : 4045Z
AIM
31 August 2018
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Bidstack Group Plc
(Formerly Kin Group Plc - to be re-named following the proposed
Reverse Takeover ("RTO"))
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
201 Temple Chambers
3-7 Temple Avenue
London EC4Y 0DT
Principal Trading Address (from Admission):
Plexal
Stratford
London
E15 2GQ
COUNTRY OF INCORPORATION:
England & Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.kingroupplc.com (prior to Admission)
www.bidstack.com (post Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Kin Group Plc (which is an AIM Rule 15 Cash Shell) proposes
to acquire Bidstack Ltd by way of a RTO under Rule 14. Kin
Group Plc will change its name to Bidstack Group Plc at a General
Meeting prior to Admission if the acquisition is approved by
Kin Group Plc shareholders.
Bidstack is a UK based software company that has developed
technology to place programmatic advertising campaigns directly
into video games. It was founded by James Draper (CEO) and
Francesco Petruzzelli (CTO) in 2015.
Bidstack's customers are games publishers and developers (supply
side), for example Sports Interactive (part of Sega Europe)
with whom it has exclusive access to Football Manager 2018
and advertising agencies, brands (such as Dominos and Vodafone)
and programmatic advertising platforms (demand side). Bidstack
secures exclusive access to the native in-game advertising
space within video games from their developers or publishers.
Bidstack sells that advertising space either direct to specific
brands or programmatic advertising platforms.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Consideration, Adviser, Placing and Vendor Placing Shares are
being issued at GBP0.06 per share. Ordinary Shares have a nominal
value of GBP0.005 each.
No Ordinary Shares are held in Treasury.
There are no restrictions on transferability of the Ordinary
Shares.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Placing of new Ordinary Shares to raise GBP3.5million
Vendor Placing of Ordinary Shares to raise GBP0.77million
Total fundraising of GBP4.27 million
Market Capitalisation on Admission - at the placing price of
6p per share - GBP11.93 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
39.4%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Existing Directors
Donald John Stewart - Non-Executive Chairman
John Edward Taylor - Non-Executive Director
Lindsay Keith Anderson Mair - Non-Executive Director
Proposed Directors
James Paul Draper - Chief Executive Officer
Francesco ("Fran") Petruzzelli - Chief Technical Officer
John Joseph McIntosh - Chief Financial Officer
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Number % of Existing
of Existing Ordinary Number of New % of Enlarged
Ordinary Share Ordinary Shares Ordinary
Shares Capital on Admission Share Capital
NW1 Investments
Ltd 3,996,307 15.98 3,996,307 2.01
Mr Rodger Sargent 1,100,000 4.40 1,100,000 0.55
Courtney
Investments
Limited 1,000,000 4.00 7,666,667 3.86
Mr Jon Hale 1,000,000 4.00 1,000,000 0.50
Mr David Evans 900,000 3.59 900,000 0.45
Mr Christopher
Akers 800,000 3.20 2,800,000 1.41
Mr James Draper 0 0.00 41,260,562 20.75
Mr Francesco
(Fran)
Petruzzelli 0 0.00 7,250,000 3.65
Killik & Co 0 0.00 15,000,000 7.54
Optiva Securities 0 0.00 15,000,000 7.54
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) For Kin Group plc - 30 June 2018
For Bidstack Group Plc - 31 May 2018
(iii) Final Results for the year ending 31 December 2018 -
by 30 June 2019;
Unaudited Interim Results for the 6 months ending 30 June 2019
- by 30 September 2019;
Final Results for the year ending 31 December 2018 - by 30
June 2020.
EXPECTED ADMISSION DATE:
19 September 2018
NAME AND ADDRESS OF NOMINATED ADVISER:
SPARK Advisory Partners Limited
5 St John's Lane
London
EC1M 4BH
NAME AND ADDRESS OF BROKER:
Peterhouse Capital Limited
3 New Liverpool House
15 Eldon Street
London
EC2M 7LD
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which will contain full details in
relation to the Applicant will be available free of charge
to the public during normal business hours on any day (Saturdays,
Sundays and public holidays excepted) from the of ces of:
SPARK Advisory Partners Limited
5 St John's Lane,
London,
EC1M 4BH,
until one month from the date of Admission in accordance with
the AIM Rules.
This document will also be available for download from the
Company's website at www.kingroupplc.com (up to Admission)
and at www.bidstack.com (post Admission).
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The QCA Corporate Governance Code issued by the Quoted Companies
Alliance
DATE OF NOTIFICATION:
31 August 2018
NEW/ UPDATE:
NEW
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END
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