Blockchain Worldwide PLC Result of GM (0297O)

TIDMBLOC

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 30(th) 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 GBP0.01 each in the issued share capital of the Company into 3,041,666 ordinary shares of GBP0.12 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 GBP0.12 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:

 
                                                                                          Percentage 
                                                                                          of Enlarged 
                                                   Percentage                            Issued Share 
                                                   of Enlarged    Number of options       Capital on 
                             Number of Ordinary    Issued Share      over Ordinary      a fully diluted 
                             Shares on Admission     Capital      Shares on Admission        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       Past directorships and 
                     partnerships                    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.         Strategic Growth Partners       Bankrate 
  Kelly 
                    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: [phone] or [phone] 
 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: [phone] 
 Adrian Hadden 
  Jessica Cave 
  James Sinclair-Ford 
  Matthew Chan 
 
 Dowgate Capital Ltd (Joint Broker)      Tel: [phone] 
 Stephen Norcross 
 
 Walbrook PR Ltd                         Tel: [phone] or [e-mail] 
  Nick Rome                               Mob: [phone] 
 
 
 
 

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END

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September 27, 2019 12:07 ET (16:07 GMT)