AIM Schedule 1 - Blockchain Worldwide Plc (2991M)

TIDMBLOC

RNS Number : 2991M

AIM

13 September 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: 
 
   Blockchain Worldwide plc (to be renamed Entertainment AI plc 
   upon Admission) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Registered Address: 4th Floor 43-44 Albemarle Street, London, 
   England, W1S 4JJ, United Kingdom 
 
   Trading Address: 1730 E. Holly Avenue, El Segundo, CA 90245, 
   United States of America 
 COUNTRY OF INCORPORATION: 
 
   England & Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.entertainmentai.co.uk 
 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: 
 Blockchain Worldwide PLC ("BLOC" or the "Company") is a cash 
  shell quoted on the Standard Segment of the Official List and 
  currently has its shares suspended from trading. It has agreed 
  to acquire each of GTChannel, Inc. ("GTC"), Tagasauris, Inc. 
  ("Tag") and Entertainment AI, Inc. ("EAI"). The Company will 
  be renamed Entertainment AI plc and will be admitted to trading 
  on the London Stock Exchange AIM together with its new, wholly 
  owned subsidiaries. Through its subsidiaries, the Company will 
  be a technology and media group, headquartered in Los Angeles, 
  California, with its registered office in the UK. 
  Entertainment AI Plc's mission is to be a first mover in a 
  video-first world or what is seen to be the coming Third Wave 
  of TV following the broadcast and cable eras. The Third Wave 
  is marked by full mobility and interactivity with content available 
  24/7 on mobile devices. 
  GTC both creates its own video content, focused on automotive 
  interests, and owns a Multi-Channel Network ("MCN") with approximately 
  10,000 content creator partners based in the US, Russia, Japan 
  and Latin America catering to a global audience of automotive 
  and associated lifestyle enthusiasts. In 2018, across the MCN, 
  8.5 billion videos were viewed and in 1H 2019 that figure was 
  over 6.3 billion. 
  Tag is an AI and machine-learning technology company that has 
  historically served its technology to large media companies. 
  Tag has a proprietary process for enriching videos and then 
  serving video-based opportunities to audiences, such as GTC's, 
  while they are watching videos. Tag's intellectual property 
  (patent with an early priority date, trade secrets and know-how) 
  enriches raw video in a process conceptualized as a "Micro-moments 
  Factory". 
  EAI has both data analytic technology and material contracts 
  with strategic partners. Together these assets should enable 
  GTChannel, Tagasauris and Entertainment AI synergistically 
  to unlock value for the creators and consumers. 
  The Company will combine these businesses, creating an operating 
  platform offering a "One Stop Shop" for a global, enthusiast 
  automotive and lifestyle audience as a provider of direct-to-consumer 
  content and e-commerce opportunities, driving advertising, 
  e-commerce and subscription revenues. In addition, the Company 
  seeks to license its technology to third parties. 
 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): 
 
   Securities to be admitted: 44,957,876 ordinary shares of nominal 
   value 12 pence each 
 
   Issue price: 45 pence 
 
   Treasury shares: None 
 
   There are no restrictions on the transfer of the securities 
   to be admitted. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   New capital to be raised on Admission is expected to be c. 
   GBP8.61 million. 
   Market capitalisation is expected to be c. GBP22.5 million. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   61.7% 
 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: 
 
   None 
 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): 
 
   Patrick (Pat) Jude DeSouza (proposed Non-Executive Chairman) 
 
   Todd Lawrence Carter (proposed Chief Executive Officer) 
 
   Stephen Scott Schlichter (proposed Executive Director) 
 
   Akiko Mikumo (proposed Non-Executive Director) 
 
   Michael (Mike) Kelly (proposed Non-Executive Director) 
 
   David Anton (proposed Non-Executive Director) 
 
   Jonathan Edward Hale (Director, current Chief Executive Officer 
   of BLOC, to step down as a director upon Admission) 
 
   Rodger David Sargent (Director, current Non-Executive Chairman 
   of BLOC, to step down as a director upon Admission) 
 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): 
   Shareholder                       % before Admission   % upon Admission 
    Gresham House Plc                                N/A             13.34% 
                                     -------------------  ----------------- 
    Stephen Scott Schlichter                         N/A             11.75% 
                                     -------------------  ----------------- 
    Patrick (Pat) Jude DeSouza                       N/A             10.86% 
                                     -------------------  ----------------- 
    Hargreave Hale                                 9.60%              9.48% 
                                     -------------------  ----------------- 
    Water Intelligence Plc                           N/A              7.97% 
                                     -------------------  ----------------- 
    Taro Koki                                        N/A              7.21% 
                                     -------------------  ----------------- 
    Tocarte, LLC / Todd Carter                       N/A              5.93% 
                                     -------------------  ----------------- 
    Sumitomo Corporation                             N/A              4.63% 
                                     -------------------  ----------------- 
    Jonathan Hale                                  4.20%              4.30% 
                                     -------------------  ----------------- 
    Rathbone Investment Management                   N/A              3.47% 
                                     -------------------  ----------------- 
    MD Barnard                                     4.90%              2.31% 
                                     -------------------  ----------------- 
    Russell Backhouse                              6.20%              0.38% 
                                     -------------------  ----------------- 
    Mohamed Patel                                  5.50%              0.33% 
                                     -------------------  ----------------- 
    Courtney Investments                           4.90%              0.30% 
                                     -------------------  ----------------- 
    Jason Mackay                                   3.60%              0.22% 
                                     -------------------  ----------------- 
    Paul Howard                                    3.20%              0.20% 
                                     -------------------  ----------------- 
    Optiva Securities                              3.30%              0.20% 
                                     -------------------  ----------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   None 
 (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) 30 June 
   (ii) 30 June 2019 (Blockchain Worldwide Plc, to be renamed 
   Entertainment AI Plc) 
   (ii) 31 December 2018 (Tagasauris Inc) 
   (ii) 31 December 2018 (GT Channel Inc) 
   (iii) Unaudited results the six months to 31(st) December 2019 
   by 31(st) March 2020 
   (iii) Audited results for the year ended 30(th) June 2020 by 
   31(st) December 2020 
   (iii) Unaudited results the six months to 31(st) December 2019 
   by 31(st) March 2020 
 EXPECTED ADMISSION DATE: 
 
   30 September 2019 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 NAME AND ADDRESS OF BROKER: 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 
   and 
 
   Dowgate Capital Limited 
   15 Fetter Lane 
   London 
   EC4A 1BW 
 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 at the following: 
 
   Website prior to admission: www.bloc-worldwide.com 
 
   Website upon admission: www.entertainmentai.co.uk 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 

   Quoted Companies Alliance (QCA) code 
 DATE OF NOTIFICATION: 
 
   13/09/2019 
 NEW/ UPDATE: 
 
   New 
 

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September 13, 2019 07:00 ET (11:00 GMT)