AIM Schedule One Update - Blockchain Worldwide Plc (9718N)
September 27 2019 - 6:00AM
UK Regulatory
TIDMBLOC
RNS Number : 9718N
AIM
27 September 2019
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:
Blockchain Worldwide plc (to be renamed Entertainment AI plc
upon Admission)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Address: 4th Floor 43-44 Albemarle Street, London,
England, W1S 4JJ, United Kingdom
Trading Address: 1730 E. Holly Avenue, El Segundo, CA 90245,
United States of America
COUNTRY OF INCORPORATION:
England & Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.entertainmentai.co.uk
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:
Blockchain Worldwide PLC ("BLOC" or the "Company") is a cash
shell quoted on the Standard Segment of the Official List and
currently has its shares suspended from trading. It has agreed
to acquire each of GTChannel, Inc. ("GTC"), Tagasauris, Inc.
("Tag") and Entertainment AI, Inc. ("EAI"). The Company will
be renamed Entertainment AI plc and will be admitted to trading
on the London Stock Exchange AIM together with its new, wholly
owned subsidiaries. Through its subsidiaries, the Company will
be a technology and media group, headquartered in Los Angeles,
California, with its registered office in the UK.
Entertainment AI Plc's mission is to be a first mover in a
video-first world or what is seen to be the coming Third Wave
of TV following the broadcast and cable eras. The Third Wave
is marked by full mobility and interactivity with content available
24/7 on mobile devices.
GTC both creates its own video content, focused on automotive
interests, and owns a Multi-Channel Network ("MCN") with approximately
10,000 content creator partners based in the US, Russia, Japan
and Latin America catering to a global audience of automotive
and associated lifestyle enthusiasts. In 2018, across the MCN,
8.5 billion videos were viewed and in 1H 2019 that figure was
over 6.3 billion.
Tag is an AI and machine-learning technology company that has
historically served its technology to large media companies.
Tag has a proprietary process for enriching videos and then
serving video-based opportunities to audiences, such as GTC's,
while they are watching videos. Tag's intellectual property
(patent with an early priority date, trade secrets and know-how)
enriches raw video in a process conceptualized as a "Micro-moments
Factory".
EAI has both data analytic technology and material contracts
with strategic partners. Together these assets should enable
GTChannel, Tagasauris and Entertainment AI synergistically
to unlock value for the creators and consumers.
The Company will combine these businesses, creating an operating
platform offering a "One Stop Shop" for a global, enthusiast
automotive and lifestyle audience as a provider of direct-to-consumer
content and e-commerce opportunities, driving advertising,
e-commerce and subscription revenues. In addition, the Company
seeks to license its technology to third parties.
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):
Securities to be admitted: 49,957,876 ordinary shares of nominal
value 12 pence each
Issue price: 45 pence
Treasury shares: None
There are no restrictions on the transfer of the securities
to be admitted.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
New capital to be raised on Admission is expected to be c.
GBP8.61 million.
Market capitalisation is expected to be c. GBP22.5 million.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
61.7%
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:
None
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):
Patrick (Pat) Jude DeSouza (proposed Non-Executive Chairman)
Todd Lawrence Carter (proposed Chief Executive Officer)
Stephen Scott Schlichter (proposed Executive Director)
Akiko Mikumo (proposed Non-Executive Director)
Michael (Mike) Kelly (proposed Non-Executive Director)
David Anton (proposed Non-Executive Director)
Jonathan Edward Hale (Director, current Chief Executive Officer
of BLOC, to step down as a director upon Admission)
Rodger David Sargent (Director, current Non-Executive Chairman
of BLOC, to step down as a director upon Admission)
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):
Shareholder % before Admission % upon Admission
Gresham House Asset Management N/A 13.34%
------------------- -----------------
Stephen Scott Schlichter N/A 11.75%
------------------- -----------------
Patrick (Pat) Jude DeSouza N/A 10.86%
------------------- -----------------
Hargreave Hale 9.60% 9.48%
------------------- -----------------
Water Intelligence Plc N/A 7.97%
------------------- -----------------
Taro Koki N/A 7.21%
------------------- -----------------
Tocarte, LLC / Todd Carter N/A 5.93%
------------------- -----------------
Sumitomo Corporation N/A 4.63%
------------------- -----------------
Rathbone Investment Management N/A 3.47%
------------------- -----------------
MD Barnard 4.90% 2.31%
------------------- -----------------
Mohamed Patel 5.50% 0.33%
------------------- -----------------
Courtney Investments 4.90% 0.30%
------------------- -----------------
Jonathan Hale 4.30% 0.26%
------------------- -----------------
Jason Mackay 3.60% 0.22%
------------------- -----------------
Paul Howard 3.20% 0.20%
------------------- -----------------
Optiva Securities 3.30% 0.20%
------------------- -----------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None
(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) 30 June
(ii) 30 June 2019 (Blockchain Worldwide Plc, to be renamed
Entertainment AI Plc)
(ii) 31 December 2018 (Tagasauris Inc)
(ii) 31 December 2018 (GT Channel Inc)
(iii) Unaudited results the six months to 31(st) December 2019
by 31(st) March 2020
(iii) Audited results for the year ended 30(th) June 2020 by
31(st) December 2020
(iii) Unaudited results the six months to 31(st) December 2019
by 31(st) March 2020
EXPECTED ADMISSION DATE:
30 September 2019
NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
NAME AND ADDRESS OF BROKER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
and
Dowgate Capital Limited
15 Fetter Lane
London
EC4A 1BW
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 about
the applicant and the admission of its securities, will be
available at the following:
Website prior to admission: www.bloc-worldwide.com
Website upon admission: www.entertainmentai.co.uk
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
Quoted Companies Alliance (QCA) code
DATE OF NOTIFICATION:
27/09/2019
NEW/ UPDATE:
Update
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END
AIMEAENXAFLNEFF
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September 27, 2019 07:00 ET (11:00 GMT)
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