27th Sep 2019 17:07
Blockchain Worldwide plc
("Blockchain" or the "Company")
Result of General Meeting
Admission to Trading on AIM
Terms and definitions used in this announcement have the meanings given to them in the announcement made by the company on 11 September 2019 unless the context provides otherwise.
Blockchain Worldwide plc (LON:BLOC), provides further details relating to the General Meeting of the Company held earlier today, during which all resolutions put to shareholders were duly passed (as announced earlier today). The Acquisition, Share Capital Consolidation and other matters as set out in the circular sent to shareholders dated 11th September 2019 (the "Admission Document") can now proceed to completion and the change of the Company's name to Entertainment AI PLC has been registered at Companies House. Admission of the Enlarged Share Capital to trading on London Stock Exchange's AIM is expected to occur at 8am on 30th September 2019 ("Admission"), meaning that its listing on the standard segment of the London Stock Exchange's main market will simultaneously be cancelled.
Share Capital Consolidation
The consolidation of the 36,500,000 ordinary shares of £0.01 each in the issued share capital of the Company into 3,041,666 ordinary shares of £0.12 each was approved at the General Meeting. As a result of the issue of the Fundraising Shares and Consideration Shares, upon Admission the Company's issued share capital will be 49,777,768 ordinary shares of £0.12 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 49,777,768. 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.
Upon Admission, the consolidated shares will trade under ISIN: GB00BK6SHS41 and SEDOL: BK6SHS4 with TIDM: EAI
Concert Party
Resolution numbered 1 in the Admission Document, 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 8,618,443 votes of Independent Shareholders, in favour and 34,684 votes against.
In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on Admission the members of the Concert Party will own a maximum number of Ordinary Shares as follows:
| Number of Ordinary Shares on Admission | Percentage of Enlarged Issued Share Capital | Number of options over Ordinary Shares on Admission | Percentage of Enlarged Issued Share Capital on a fully diluted basis |
GTC Concert Party Members | ||||
Scott Schlichter | 5,870,406 | 11.75 | Nil | 11.07 |
Taro Koki | 3,601,437 | 7.21 | 1,064,583 | 8.8 |
Yuko Koki | Nil | Nil | 12,005 | 0.02 |
The Lunzer Trust | 61,072 | 0.12 | Nil | 0.12 |
Adam Shea Family | 763,396 | 1.53 | Nil | 1.44 |
Tag Concert Party Members | ||||
Todd Carter* | 2,963,021 | 5.93 | 1,977,083 | 9.32 |
Patrick De Souza | 5,426,164 | 10.86 | Nil | 10.24 |
Water Intelligence Plc | 3,981,009 | 7.97 | Nil | 7.51 |
Michael Solomon | 1,142,648 | 2.29 | Nil | 2.16 |
Total | 47.66 | 50.67 |
* Held personally and through Tocarte, LLC, a Company wholly owned by Todd Carter.
Appointment of Directors
In addition, the General Meeting approved the appointments of Dr. Patrick Jude DeSouza (aged 61), Todd Lawrence Carter (aged 56), Stephen Scott Schlichter (aged 52), David Anton (aged 57), Michael Joseph Kelly Jr (aged 62) and Akiko Mikumo (aged 66) (the "New Directors") to the board of the company with effect from Admission.
A list of the New Directors' current directorships and partnerships together with those held within the last five years is set out below:
| Current directorships and partnerships | Past directorships and partnerships
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Patrick DeSouza | Water Intelligence Plc |
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| Plainsight Systems |
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Todd Carter | Tagasauris, Inc. |
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| Tocarte, LLC |
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Scott Schlichter | GT Channel, Inc. |
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| Interstreamer Media, Inc. |
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| Dogma Studios |
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David Anton | Anton & Partners Inc |
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| Simplefy Inc. |
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| Pam & Gela Inc. |
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| Qasmyr Inc |
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Michael J. Kelly | Strategic Growth Partners | Bankrate |
| Cars.com | Unruly |
| Quantcast | Colspace |
| Dianomi LTD |
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Akiko Mikumo | Cambridge Science Corporation |
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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 11 September 2019, copies of which are available on the Company's website at www.entertainmentai.co.uk.
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
-END-
Entertainment AI Group | Tel: +1 203 654 5426 or +44 (0)7775 701 838 |
Patrick DeSouza, Chairman Todd Carter, CEO Scott Schlichter, Executive Director Adrian Hargrave, CFO |
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Blockchain Worldwide plc | via Walbrook PR |
Rodger Sargent Jonathan Hale |
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WH Ireland (Nomad and Joint Broker) | Tel: 020 7220 1666 |
Adrian Hadden Jessica Cave James Sinclair-Ford Matthew Chan |
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Dowgate Capital Ltd (Joint Broker) | Tel: 020 3903 7715 |
Stephen Norcross |
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Walbrook PR Ltd Nick Rome | Tel: 020 7933 8780 or [email protected] Mob: 07748 325 236 |
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Related Shares:
BLOC.L