Sch 1 - Bidstack Group Plc

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 £0.06 per share. Ordinary Shares have a nominal value of £0.005 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 £3.5million

Vendor Placing of Ordinary Shares to raise £0.77million

Total fundraising of £4.27 million

Market Capitalisation on Admission - at the placing price of 6p per share - £11.93 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):

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 offices 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