Directorate Change, Change of Name & Warrants
YOLO Leisure and Technology plc
("YOLO" or the "Company")
Proposed Directorate Change, Proposed Change of Name and Grant of Warrants
YOLO Leisure and Technology plc (AIM:YOLO) is pleased to announce that, following its recent placing and strategic decision to focus on technology opportunities in the fields of big data, machine learning, telematics and the internet of things (IoT), John Taylor and Donald Stewart have provisionally agreed to join the Board of the Company ("Board") following publication of the Company's audited accounts for the year to 30 September 2019 (the "2019 Accounts"). Such appointments are subject to standard regulatory approvals.
On 2 October 2019, it was announced that the Board had conducted a review of the Company's investment strategy and that the Board had decided that, in the light of the current market conditions and pipeline opportunities, within the scope of its current investment strategy it should give particular focus to technology opportunities in the fields of big data, machine learning, telematics and the internet of things (IoT). At the time it was also announced that the Board intended to identify new directors with more specialist sector experience.
Proposed Directorate Change
John and Donald worked together successfully on the reverse takeover transaction between Bidstack Group Plc (formerly known as KIN Group Plc) and Bidstack Limited, which completed on 19 September 2018. Bidstack Group plc won the "Best Performing Share Award for 2019" at the recent Aim Awards. The Board believes their collective and relevant experience will assist the Company in the delivery of its value creation plan.
John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent 18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant Colonel. Between 2013 and 2015 he was senior strategic communications ofﬁcer for the Ministry of Defence. John is a non-executive director of Two Shields Investments Plc, an AIM quoted technology investment company and a non-executive director of Sabien Technology Group plc, an AIM-quoted provider of energy reduction technologies.
Donald is a solicitor and has practised corporate law, particularly focused on smaller quoted companies, for almost 30 years. Between April 2013 and July 2015 he was on the board of AIM quoted Progility Plc and, before that, had been a corporate partner in the London office of a global law firm. He is a former director (and past chairman) of the Quoted Companies Alliance, the UK not-for-profit organisation dedicated to promoting the cause of smaller quoted companies.
It is intended that John will join the Company as Chairman and Donald will join the Board as Non-Executive Director and Company Secretary.
Simon Robinson and Sean Nicolson will step down as directors at the time that the two new directors are appointed. Sohail Bhatti will remain as Finance Director.
Proposed Change of Name
The Company intends to change its name to Asimilar Group plc. A general meeting will be convened to consider the necessary resolution.
Grant of Warrants and Related Party Transaction
Subject to the completion of their appointment to the Board, the Company has agreed to grant John Taylor and Donald Stewart 2,000,000 warrants each to subscribe for ordinary shares of 0.01p each at an exercise price of 10p per share, exercisable for a period of 3 years from the date of their appointment. The Company has also agreed to grant Sohail Bhatti 1,000,000 warrants on the same terms and at the same time as the other new Board members.
The granting of warrants to Sohail Bhatti, Finance Director of the Company, is considered to be a related party transaction ("Transaction") pursuant to Rule 13 of the AIM Rules for Companies. Simon Robinson and Sean Nicolson consider, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.
Simon Robinson said: "Our commitment has always been resolute in our pursuit of value creation for our shareholders. Following our strategic review we believe that now is the right moment to focus on the chosen fields that can capitalise on new technology opportunities arising. The support received by the Board from our shareholders along the journey has been outstanding and we are extremely grateful. We are excited for John and Donald to join with their experience and expertise, once the appropriate approvals have been agreed."
John Taylor said: "The Company has a clean balance sheet and a highly supportive shareholder base. I am confident that working closely with my fellow Board members we can capture a small number of high impact investments that over time will be able to create and generate real and tangible value for the Company's shareholders. The proposed Company name change to Asimilar Group reflects an ambitious agenda and at the same time underlines our belief that a successful investment strategy requires challenging the accepted norms and setting ambitious execution targets."
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
YOLO Leisure and Technology plc
Simon Robinson, Executive Chairman
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Cairn Financial Advisers LLP (Nominated Adviser)
Sandy Jamieson, Liam Murray
Tel: +44 20 7213 0880
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Peterhouse Capital Limited (Broker)
Duncan Vasey, Lucy Williams
Tel: + 44 20 7220 9797
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Walbrook PR Ltd
Tel: +44 20 7933 8787 or [email protected]
Mob: +44 7980 541 893
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