Digitalbox (LON:DBOX)

Digitalbox (LON:DBOX)


Share Price
7.63 p
Change
-0.25 (-3.17 %)
Market Cap
£6.88 m
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Digitalbox RNS Release

Schedule 1 - Polemos Plc


RNS Number : 8986P
AIM
13 February 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:

Polemos plc (to be renamed Digitalbox plc)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered address from Admission: Ground Floor, 2-4 Henry Street, Bath, BA1 1JT

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.digitalbox.com

 

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:

 

Polemos is a Rule 15 Cash Shell and trading in its shares is currently suspended.

 

Polemos has agreed to acquire Digitalbox Publishing Holdings Limited ("DBPH") for c. approximately £10m through a share for share exchange. The acquisition of DBPH constitutes a reverse takeover under AIM Rule 14 and accordingly, the Company will seek readmission ("Admission") of its shares to trading on AIM of the London Stock Exchange.

 

DBPH is a holding company, incorporated in England and Wales (company number 11054216). Its principal trading subsidiary is Digitalbox Publishing Limited ("DBP") DBP is a digital media business based in the UK. Through its brand "Entertainment Daily", it produces and publishes online UK entertainment news covering TV shows, showbiz and celebrity news. It generates revenue from the sale of advertising slots in and around the content it publishes.

 

Polemos has also agreed to acquire the entire issued share capital of Mashed Productions Limited, a digital media business which owns the online satirical news website "The Daily Mash", for a maximum total consideration of up to £1.2 million, of which up to £1 million will be satisfied in cash and £200,000 by the issue of new ordinary shares. These shares are expected to be admitted after Admission.

The main country of operation for the Company and its subsidiaries will be the UK.

 

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):

 

88,823,155 ordinary shares of 1 penny each ("New Ordinary Shares")

No shares held in treasury.

No restrictions as to transfer of the securities.

 

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £1.020 million

 

Secondary offering: None

 

Market capitalisation on Admission: £12.4 million (at the Placing Price)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Post Admission 74.65%

 

 

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):

 

Proposed Directors:

Sir Robert "Robin" William Miller (Non-Executive Chairman)

James Alexander Carter (Chief Executive Officer)

James "Jim" Douglas (Chief Operating Officer)

David Joseph (Chief Financial Officer)

Nigel John Burton (Non-Executive Director)

Martin James Higginson (Non-Executive Director)

 

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):

Significant Shareholder

Pre admission/ Share Reorganisation

Following Admission/Share Reorganisation


#

%

#

%

Barclay Direct Investing Nominees Limited

           15,173,795

             12.85

                 758,625

          0.85

Hargreaves Lansdown  (Nominees) Limited

           12,682,567

             10.74

                 634,125

          0.71

Nigel Burton

           11,830,835

             10.02

                 591,500

          0.67

JIM Nominees Limited

              8,954,002

               7.58

                 447,625

          0.50

 

Mr Kavi Narendra Dhana

              7,823,990

               6.63

                 391,125

          0.44

Interactive Investor Services Nominees Limited

              6,833,441

               5.79

                 341,625

          0.38

Interactive Investor Services Nominees Limited

              6,147,176

               5.21

                 307,250

          0.35

Vidacos Nominees Limited

              6,078,788

               5.15

                 303,875

          0.34

Alliance Trust Savings Nominees Limited

              4,819,258

               4.08

                 240,875

          0.27

Hargreaves Lansdown  (Nominees) Limited

              4,809,075

               4.07

                 240,375

          0.27

Neil Scott

              4,750,000

               4.02

                 237,500

          0.27

Lawshare Nominees Limited

              4,273,924

               3.62

                 213,625

          0.24

James Carter

                             -  

                    -  

           10,908,079

        12.28

Jim Douglas

                             -  

                    -  

           10,908,079

12.28

Sam Higginson

                             -  

                    -  

              9,787,549

        11.02

Leonie Dobbie

                             -  

                    -  

              7,583,709

          8.54

M Capital Ventures Limited

                             -  

                    -  

              3,383,332

          3.81

Napier Brown Holdings Limited

                             -  

                    -  

              3,342,447

          3.76


           94,176,851

             79.76

           50,621,320

        56.99

 

* This is disclosed net of disclosable holdings

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

No such persons.

 

(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)        30 June 2018

(iii)       Annual report for the year ended 31 December 2018 published by 30 June 2019.  Half year report for the six months ended 30 June 2019 published by 30 September 2019. 

Annual report for the year ended 31 December 2019 published by 30 June 2020.

 

EXPECTED ADMISSION DATE:

 

28 February 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited

24 Martin Lane

London EC4R 0DR

UK

 

NAME AND ADDRESS OF BROKER:

Leander Capital Partners Ltd

10 Old Burlington Street

London

W1H3AG

 

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 on the Company's website www.digitalbox.com from the date of the Company's admission.

 

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

13 February 2019

 

NEW/ UPDATE:

New

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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Digitalbox Timeline

Newswire
April 03 2013

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