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SEEEN PLC

Management Reports Sep 27, 2019

7910_rns_2019-09-27_4080df3f-3e1c-4550-b6a1-1e2630c7ad13.html

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RNS Number : 0297O

Blockchain Worldwide PLC

27 September 2019

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
Patrick DeSouza Water Intelligence Plc
Plainsight Systems
Todd Carter Tagasauris, Inc.
Tocarte, LLC
Scott Schlichter GT Channel, Inc.
Interstreamer Media, Inc.
Dogma Studios
David Anton Anton & Partners Inc
Simplefy Inc.
Pam & Gela Inc.
Qasmyr Inc
Michael J. Kelly Strategic Growth Partners Bankrate
Cars.com Unruly
Quantcast Colspace
Dianomi LTD
Akiko Mikumo Cambridge Science Corporation

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
Blockchain Worldwide plc via Walbrook PR
Rodger Sargent

Jonathan Hale
WH Ireland (Nomad and Joint Broker) Tel: 020 7220 1666
Adrian Hadden

Jessica Cave

James Sinclair-Ford

Matthew Chan
Dowgate Capital Ltd (Joint Broker) Tel: 020 3903 7715
Stephen Norcross
Walbrook PR Ltd

Nick Rome
Tel: 020 7933 8780 or [email protected]

Mob: 07748 325 236

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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