Result of EGM
14 July 2014
The Company is pleased to announce that, further to the announcement made on 24 June 2014, all the proposals put to the creditors of the Company concerning the proposed Company Voluntary Arrangement were approved at the Creditors Meeting held at 10.00 a.m. on Friday 11 July, and all resolutions of the General Meeting put to Shareholders, held at 10.30 a.m. on the same day, were duly passed.
The Company has therefore, inter alia:
- approved the Company Voluntary Arrangement ("CVA");
- approved the disposal of its trading subsidiaries;
- approved the adoption of an Investing Policy under AIM Rule 15;
- approved the appointment of Peterhouse Corporate Finance Limited ("Peterhouse") as Sole Broker and placing by Peterhouse of 47,046,148 new Ordinary Shares at a price of £0.013 to raise £611,600;
- approved the issue of warrants; and
- approved the change of name to YOLO Leisure and Technology plc.
Application will be made for the 47,046,148 new Ordinary Shares issued to the Placees pursuant to the Placing to be admitted to trading on AIM. Admission and dealing is expected to occur at 8.00 a.m. on Friday 18 July 2014. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Following the issue of the new Ordinary Shares, the Company's total issued share capital will be 58,180,056 Ordinary Shares of 1p each. 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 Company under the FCA's Disclosure and Transparency Rules.
The Company will enter into a warrant instrument pursuant to which the Company will issue one Subscriber Warrant for every four Ordinary Shares subscribed for pursuant to the placing or a total of 11,761,534 Subscriber Warrants. Entry into the warrant instrument is conditional on admission of the new Ordinary Shares to trading on AIM.
The Subscriber Warrant may be exercised at any time within 36 months of the completion of the placing and shall entitle the Subscribers to subscribe for one new Ordinary Share for each Subscriber Warrant held at £0.013.
Additionally, the Company has agreed to issue to Peterhouse Broker Warrants to subscribe for new Ordinary Shares at the placing price equal to 3% of the Enlarged Share Capital of the Company, exercisable for up to 5 years. Based on the current placing of 47,046,148 new Ordinary Shares, this equates to 1,745,401 Broker Warrants.
Simon Robinson has now joined the Board as Chief Executive Officer and Sohail Bhatti as Finance Director. Steve Chambers and Cecil O’Brien will resign from office with no compensation for loss of office, and will waive all claims against the Company under their appointment letters.
Simon Robinson (aged 46) - Chief Executive Officer
Simon Lee Robinson’s career with Thomas Cook spanned 16 years from 1997 to 2013. Simon progressed his career in the hotel and leisure industry, from front line customer service and commercial roles to CEO of Thomas Cook’s retail joint venture, with responsibility for £4.5bn of revenues together with 6 multi-channel and 3 product businesses.
After working in Germany in a shareholder relations capacity, Simon was appointed Product Director, Tour Operations in 2001, generating revenues of £1bn, and heading the rebranding strategy of the 3 customer brands. In 2003, he was appointed as Retail Director, leading a network of 480 retail stores each selling travel and financial services products. In 2007, following the merger of Thomas Cook with Mytravel, he was promoted to Managing Director, Multi-Channel Retail (UK), assuming responsibility for £3.5bn of revenues incorporating ecommerce, 800 retail outlets and one of the most visited UK travel websites.
In 2010, Simon joined Thomas Cook’s European Online Travel Agency with responsibility for the UK region. In late 2011, he was appointed CEO of the newly created retail joint venture consisting of ecommerce, retail and a variety of specialist businesses with combined revenues of £4.5bn.
|Past Directorships in the last five years
|Thomas Cook Retail Ltd
|TCCT Retail Ltd
Sohail Bhatti (aged 54) - Finance Director
Mohammed Sohail Bhatti is a Fellow of The Association of Chartered Certified Accountants (FCCA), and has served as finance and non-executive director of a number of private and quoted companies for more than 20 years. In 1998, he joined Transcomm plc, an AIM quoted telecommunications group as finance director for one of its subsidiary undertakings and served for 6 years until its acquisition by British Telecom in 2004. Later that year he supported the private equity acquisition of a former Ericsson data radio technology company, and founded Woodhouse Price Limited, a licensed accountancy practice.
|Past Directorships in the last five years
|Woodhouse Price Limited
|Plant Offshore Group plc
|Crystal Sigma Limited
|Zone Minicabs Limited
There are no further details required to be disclosed pursuant to Rule 17 and Schedule 2, paragraph (g) of the AIM Rules.
For further information please contact:
|Pentagon Protection plc
|Simon Robinson, Chief Executive Officer
|Email: [email protected]
|Cairn Financial Advisers LLP
|Tel: +44 20 7148 7900
|Peterhouse Corporate Finance Limited (Sole broker)
|Tel: + 44 20 7469 0930