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Share Name Share Symbol Market Type Share ISIN Share Description
Digitalbox LSE:DBOX London Ordinary Share GB00BJK9H642 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.125p -2.04% 6.00p 5.75p 6.25p 6.125p 6.00p 6.125p 24,998 10:04:46
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Media 0.0 -0.3 -0.3 - 5.42

AIM Schedule 1 - Polemos Plc

13/02/2019 10:15am

UK Regulatory (RNS & others)


TIDMPLMO

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 GBP10m 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 GBP1.2 million, 
              of which up to GBP1 million will be satisfied in cash and GBP200,000 
              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: GBP1.020 million 
 
  Secondary offering: None 
 
  Market capitalisation on Admission: GBP12.4 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): 
                                    Pre admission/         Following Admission/Share 
   Significant Shareholder         Share Reorganisation           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 rns@lseg.com or visit www.rns.com.

END

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February 13, 2019 05:15 ET (10:15 GMT)

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