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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 -2.00% 6.125p 5.75p 6.50p 6.25p 6.125p 6.25p 7,000 08:34:01
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Media 0.0 -0.3 -0.3 - 5.53

Polemos PLC Result of GM - Admission to AIM

27/02/2019 3:00pm

UK Regulatory (RNS & others)


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TIDMPLMO

RNS Number : 3219R

Polemos PLC

27 February 2019

27 February 2019

POLEMOS PLC

("Polemos" or the "Company")

Result of General Meeting

Share Reorganaisation

Change of name

Admission to trading on AIM

Polemos plc (AIM: PLMO), announces that at the General Meeting of the Company held today, all resolutions put to shareholders were duly passed. Consequently, the acquisitions of Digitalbox Publishing (Holdings) Limited and Mashed Productions Limited, the Placing, the MVC Subscription, the conversion of loan notes, the Share Reorganisation and various other matters (details of which were set out in a circular to shareholders dated 8 February 2019 (the "Admission Document")) can now proceed to completion and the change of the Company's name to Digitalbox plc can be registered at Companies House.

Resolution numbered 1 in the Notice of General Meeting, 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 11,461,340 votes of Independent Shareholders, in favour and 270 votes against.

Completion of the DBPH Acquisition and admission of the Company's Ordinary Shares to trading on AIM is expected to take place at 8.00 a.m. on 28 February 2019 ("First Admission"), with the MP Acquisition and Admission of the MP Consideration Shares expected to complete on 5 March 2019 ("Second Admission").

In addition at the General Meeting, the appointments of James Carter, Jim Douglas, David Joseph, Martin Higginson and Sir Robin Miller to the board of the Company were approved and will take effect from First Admission. Nigel Burton, will remain a director whilst John Treacy will resign as a director on First Admission. The information on each of the new directors required to be disclosed under Schedule Two paragraph (g) (i)-(viii) of the AIM Rules for Companies is disclosed later in this announcement.

Concert Party

In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on First Admission the members of the Concert Party will own the following number of New Ordinary Shares:

 
                                                                                                              Percentage 
                                                                                                                  of New 
                                                                                                                Ordinary 
                                                                                                               Shares on 
                                                                                                                   First 
                                                                                                               Admission 
                                                                                                               (assuming 
                                                                                                                the DBPH 
                                                                                                                Warrants 
                                                                                                                 held by 
                                                                                                                   David 
                                                                                                               Marks and 
                                                                                                                  Martin 
                                                                                                               Higginson 
                                                                                     Number of                       and 
                                       Number   Percentage                        New Ordinary                   Adviser 
                                       of New       of New                      Shares subject      Maximum     Warrants 
                                     Ordinary     Ordinary                         to the DBPH       number         held 
                                       Shares       Shares                            Warrants       of New   by Leander 
                                     on First     on First                          or Adviser     Ordinary    have been 
 Concert Party                      Admission    Admission                            Warrants       Shares   exercised) 
 Higginson 
  Family(1)                         9,787,549        11.02                           1,590,933   11,378,482        12.36 
 Sir Robin 
  Miller                              775,464         0.87                                   -      775,464         0.84 
 Dobbie 
  Family(2)                         8,243,000         9.28                                   -    8,243,000         8.95 
 Napier Brown 
  Family 
  Office                            3,342,446         3.76                                   -    3,342,446         3.63 
 Hepworth 
  Family(3)                         3,303,898         3.72                                   -    3,303,898         3.59 
 Leander and 
  Leander 
  Employees(4)                      1,439,555         1.62                             112,857    1,552,412         1.69 
 David Marks                                -         0.00                           1,590,933    1,590,933         1.73 
 M Capital 
  Ventures(5)                       3,383,332         3.81                                   -    3,383,332         3.67 
                -----------------------------  -----------  ----------------------------------  -----------  ----------- 
                                   30,275,244        34.08                           3,294,723   33,569,967        36.44 
                =============================  ===========  ==================================  ===========  =========== 
 

1 All of the Higginson Family DB Consideration Shares are held by Sam Higginson and all of the DBPH warrants are held by Martin Higginson.

2 The Dobbie Family comprises William Dobbie and Leonie Dobbie who hold 659,291 and 7,583,709 shares respectively.

3 The Hepworth Family comprises Paul Hepworth who holds 412,854 shares, John Hepworth who holds 2,478,190 shares and Mark Hepworth who holds 412,854 shares.

4 Alex Davies and Gareth Jones, directors of Leander hold 760,577 and 111,122 shares respectively. Leander holds 112,857 Adviser Warrants and 567,856 New Ordinary Shares on First Admission.

5 The directors of M Capital Ventures include Martin Higginson and Sir Robin Miller.

Immediately following First Admission, the Concert Party will hold in aggregate 30,275,244 New Ordinary Shares, representing 34.08 per cent. of the New Ordinary Share Capital as at First Admission. Assuming only the DBPH Warrants and Adviser Warrants held by members of the Concert Party are exercised, the Concert Party will hold 33,569,967 New Ordinary Shares, representing 36.44 per cent. of the New Ordinary Share capital as enlarged by such an exercise.

In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on Second Admission the members of the Concert Party will own the following number of New Ordinary Shares:

 
                                                                                                                     Percentage 
                                                                                                                         of New 
                                                                                                                       Ordinary 
                                                                                                                      Shares on 
                                                                                                                         Second 
                                                                                                                      Admission 
                                                                                                                      (assuming 
                                                                                                                       the DBPH 
                                                                                                                       Warrants 
                                                                                                                        held by 
                                                                                                                          David 
                                                                                                                      Marks and 
                                                                                                                         Martin 
                                                                                                                      Higginson 
                                                                                     Number of                              and 
                                       Number   Percentage                        New Ordinary                          Adviser 
                                       of New       of New                      Shares subject                         Warrants 
                                     Ordinary     Ordinary                         to the DBPH                             held 
                                       Shares       Shares                            Warrants      Maximum number   by Leander 
  Concert                           on Second    on Second                          or Adviser     of New Ordinary    have been 
   Party                            Admission    Admission                            Warrants              Shares   exercised) 
 Higginson 
  Family(1)                         9,787,549        10.84                           1,590,933          11,378,482        12.16 
 Sir Robin 
  Miller                              775,464         0.86                                   -             775,464         0.83 
 Dobbie 
  Family(2)                         8,243,000         9.13                                   -           8,243,000         8.81 
 Napier Brown 
  Family 
  Office                            3,342,446         3.70                                   -           3,342,446         3.57 
 Hepworth 
  Family(3)                         3,303,898         3.66                                   -           3,303,898         3.53 
 Leander and 
  Leander 
  Employees(4)                      1,439,555         1.60                             112,857           1,552,412         1.66 
 David Marks                                -         0.00                           1,590,933           1,590,933         1.70 
 M Capital 
  Ventures(5)                       3,383,332         3.75                                   -           3,383,332         3.62 
                -----------------------------  -----------  ----------------------------------  ------------------  ----------- 
                                   30,275,244        33.55                           3,294,723          33,569,967        35.89 
                =============================  ===========  ==================================  ==================  =========== 
 

1 All of the Higginson Family DB Consideration Shares are held by Sam Higginson and all of the DBPH warrants are be held by Martin Higginson.

2 The Dobbie Family comprises William Dobbie and Leonie Dobbie who hold 659,291 and 7,583,709 shares respectively.

3 The Hepworth Family comprises Paul Hepworth who holds 412,854 shares, John Hepworth who holds 2,478,190 shares and Mark Hepworth who holds 412,854 shares.

4 Alex Davies and Gareth Jones, directors of Leander hold 760,577 and 111,122 shares respectively. Leander holds 112,857 Adviser Warrants and 567,856 New Ordinary Shares on Second Admission.

5 The directors of M Capital Ventures include Martin Higginson and Sir Robin Miller.

Immediately following Second Admission, the Concert Party will hold in aggregate 30,275,244 New Ordinary Shares, representing 33.55 per cent. of the New Ordinary Share Capital as at First Admission. Assuming only the DBPH Warrants and Adviser Warrants held by members of the Concert Party are exercised, the Concert Party will hold 33,569,967 New Ordinary Shares, representing 35.89 per cent. of the New Ordinary Share capital as enlarged by such an exercise.

Share Reorganisation

Immediately following the General Meeting, 907 existing Ordinary Shares were issued at a price of 1 pence per share to ensure that as part of the Share Reorganisation an exact whole number of New Consolidated Shares will be issued. At the Share Reorganisation Record Date, being 6 p.m. today, the 118,080,000 existing Ordinary Shares will be consolidated into Consolidated Ordinary Shares each on the basis of one Consolidated Ordinary Share for each 2,500 Existing Ordinary Shares. Each Consolidated Ordinary Share will then be sub-divided into 125 New Ordinary Shares and 2,375 New Deferred Shares. Immediately following the Share Reorganisation, the Company's issued share capital will comprise 5,904,000 Ordinary Shares of GBP0.01 each and 386,907,464 existing deferred shares of GBP0.0499 each and 112,176,000 new deferred shares of GBP0.01 each.

Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the Shareholder within 10 Business Days of each Admission. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission.

Change of Name

Shareholders have approved the change of Company name to Digitalbox plc.

The change of name will be processed with Companies House and is expected to become effective on 27 February 2019. The tradable instrument display mnemonic ("TIDM") of the Company is expected to change to DBOX with effect from 7 a.m. on 28 February 2019.

Admission to trading on AIM

The Convertible Loan Note Shares, DB Consideration Shares, Placing Shares, MCV Subscription shares and Adviser Shares will result in the allotment of a total of 82,919,155 New Ordinary Shares. These shares, together with the 5,904,000 arising from the Share Reorganisation will mean that there will be 88,823,155 in issue on First Admission.

Application for admission to trading on AIM of the 88,823,155 New Ordinary Shares has been made and dealings are expected to commence on 28 February 2019. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

The New Ordinary Shares will trade under the ISIN: GB00BJK9H642 and SEDOL: BJK9H642.

In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, on First Admission, its issued share capital will comprise 88,823,155 Ordinary Shares of GBP0.01 each and 386,907,464 Deferred Shares of GBP0.0499 each and 112,176,000 New Deferred Shares of GBP0.01 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 88,823,155. 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.

Appointment of Directors

James Carter (53), Jim Douglas (49), David Joseph (53), Martin Higginson (55) and Sir Robin Miller (78) (together the "Proposed Directors") will be appointed to the board of the Company with effect from First Admission. As previously stated in this announcement, Nigel Burton, will remain a director whilst John Treacy will resign as a director on First Admission. The Directors' interests in the Company on First Admission are as follows:

 
                                                 Director's shareholding 
                                                      as a percentage of 
   Director                                          the total number of 
                       Director's shareholding        Ordinary Shares on 
                                                         First Admission 
 James Carter                       10,908,078                     12.28 
 Jim Douglas                        10,908,078                     12.28 
 David Joseph                                -                         - 
 Martin Higginson                            -                         - 
 Sir Robin Miller                      775,465                      0.87 
 Nigel Burton                          591,500                      0.67 
 

1 Each of James Carter and Jim Douglas hold Management Options which, upon exercise, will result in the issue by the

Company of 1,504,404 New Ordinary Shares pursuant to the Share Option Scheme.

2 Martin Higginson holds DBPH Warrants which, upon exercise, will result in the issue by the Company of 1,590,933 New

Ordinary Shares pursuant to the Warrant Acquisition Agreement.

3 Martin Higginson and Sir Robin Miller are directors of M Capital Ventures which will hold 3,383,332 New Ordinary Shares

on Second Admission.

Listed below are the Proposed Directors' current directorships and partnerships and any former directorships and partnerships held in the last five years.

 
 James Carter 
 Current directorships and partnerships   Former directorships and partnerships 
 Digitalbox Publishing Limited            Factory Media Limited 
 Digitalbox Publishing (Holdings)         Made From Media Ltd. (dissolved) 
  Limited 
 
 Jim Douglas 
 Current directorships and partnerships   Former directorships and partnerships 
 Digitalbox Publishing Limited            Future Publishing Limited 
 Digitalbox Publishing (Holdings) 
  Limited 
 
 Martin Higginson 
 Current directorships and partnerships   Former directorships and partnerships 
 Britten House Limited                    Armco Development Limited (dissolved) 
 Digitalbox Innovations Ltd               Conkwell Grange Estate (SPV) 
                                           LLP 
 Digitalbox Publishing (Holdings)         Digitalbox.Labs Limited (dissolved) 
  Limited 
 Ellel Garden Village LLP                 Digitalbox Network Limited (dissolved) 
 Immotion Studios Limited                 Digitalbox Publishing Limited 
 Immotion Group PLC                       Elms Hall (SPV) Limited (dissolved) 
 Immotion VR Limited                      Gamesko Limited 
 M Capital Investment Partners            Hindley Investments Limited 
  Limited                                  (dissolved) 
 M Capital Investment Partners            Interactive Digital Entertainment 
  (Holdings) Limited                       (UK) Limited (dissolved) 
 M Capital Management Limited             M Capital Developments Limited 
                                           (dissolved) 
 M Capital Nominees LLP                   MIM1 Limited (dissolved) 
 M Capital Ventures Limited               MIM2 Limited (dissolved) 
 M Capital (West Halkin) Limited          MIM3 Limited (dissolved) 
 Miaccom Developments Limited             MIM4 Limited (dissolved) 
 Miaccom Limited                          SDE Digital Entertainment Group 
                                           Limited 
 Netperform Limited                       SDE Digital Entertainment Holdings 
                                           Limited 
 Studio Liddell Limited                   SDE Digital Entertainment Limited 
 The Broadway (SPV) Limited               Triangle Investments (Lancaster) 
                                           LLP (dissolved) 
 VR Acquisition (Holdings) Limited        Voucherbag.com Limited (dissolved) 
                                          VRZONE Limited (dissolved) 
 
 
 David Joseph 
 Current directorships and partnerships   Former directorships and partnerships 
 Beacon Events Management Limited         Aspermont Media Limited 
 Integral 2 Limited                       Boat International Group Limited 
 Wasted Talent Limited (shadow            Fastminds Limited (dissolved) 
  director) 
                                          Industry Insider Limited (dissolved) 
                                          MTL Media Limited 
                                          Range Records Limited 
                                          The Information Industry Network 
                                           Limited 
                                          Urban Media Europe Limited 
 
 Sir Robin Miller 
 Current directorships and partnerships   Former directorships and partnerships 
 Bikesport New.com Limited                Amistha Holdings Limited 
 Brave Bison Group PLC                    Butler,Tanner & Dennis Holdings 
                                           Limited (dissolved) 
 Crash Media Group Limited                Butler, Tanner & Dennis Limited 
                                           (dissolved) 
 Dennis Maps Limited                      Butler, Tanner & Dennis Maps 
                                           Limited (dissolved) 
 Digitalbox Publishing (Holdings)         East of England Showground Services 
  Limited                                  Limited 
 Gruppo Media Limited                     IBIS Media VCT 1 PLC (in liquidation) 
 Immotion Group plc                       Riders For Health (dissolved) 
 M Capital Ventures Limited               Stradbrook Acquisitions (Holdings) 
                                           Limited 
 Premier Education Group PLC              The Philanthropy Foundation 
                                           Limited 
 Robin Miller Consultants Limited         Time Out Group plc 
 The Golf Foundation 
 Tristar Communications Limited 
 Widford Press Limited 
 

The Directors have held the following directorships in companies that have been placed in receivership, compulsory liquidation, creditors' voluntary liquidation, administration or company voluntary arrangement or which entered into any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company:

 
 Director(s)              Company                    Details 
 Sir Robin William        Butler, Tanner & Dennis    Dissolved on 31 January 
  Miller                   Holdings Limited           2017 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Sir Robin William        Butler, Tanner & Dennis    Dissolved on 28 May 
  Miller                   Holdings Limited           2017 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Sir Robin William        Entertainment Rights       Dissolved on 30 December 
  Miller                   plc                        2010 via an administration 
                         -------------------------  ---------------------------- 
 Sir Robin William        Butler, Tanner & Dennis    Dissolved on 28 March 
  Miller                   Holdings Limited           2017 via a liquidation 
                                                      with no sums remaining 
                                                      owing to creditors 
                         -------------------------  ---------------------------- 
 Sir Robin William        IBIS Media VCT 1 PLC       In the process of 
  Miller                                              being liquidated via 
                                                      an application for 
                                                      members voluntary 
                                                      winding up dated 18 
                                                      January 2018 
                         -------------------------  ---------------------------- 
 Sir Robin William        Riders for Health          In the process of 
  Miller                                              being liquidated via 
                                                      an application for 
                                                      members voluntary 
                                                      winding up dated 22 
                                                      June 2009 
                         -------------------------  ---------------------------- 
 Sir Robin William        Sentana Sports Holdings    Entered administration 
  Miller                   Limited                    on 23 June 2009 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Armco Development          Dissolved on 12 May 
                           Limited                    2015 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Digitalbox.Labs Limited    Dissolved on 8 March 
                                                      2016 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Digitalbox Network         Dissolved on 8 March 
                           Limited                    2016 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Elms Hall (SPV) Limited    Dissolved on 29 March 
                                                      2016 via a liquidation 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Interactive Digital        Dissolved on 8 November 
                           Entertainment (UK)         2013 via an application 
                           Limited                    for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   M Capital Developments     Dissolved on 5 June 
                           Limited                    2018 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   MIM1 Limited               Dissolved on 16 September 
                                                      2014 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   MIM2 Limited               Dissolved on 16 September 
                                                      2014 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   MIM3 Limited               Dissolved on 16 September 
                                                      2014 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   MIM4 Limited               Dissolved on 16 September 
                                                      2014 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Triangle Investments       Dissolved on 23 October 
                           (Lancaster) LLP            2018 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   Voucherbag.com Limited     Dissolved on 13 October 
                                                      2015 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 Martin James Higginson   VRZONE Limited             Dissolved on 11 September 
                                                      2018 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 James Alexander Carter   Made from Media Ltd.       Dissolved on 4 October 
                                                      2016 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 David Joseph             Fastminds Limited          Dissolved on 29 November 
                                                      2016 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 David Joseph             Industry Insider Limited   Dissolved on 16 January 
                                                      2018 via an application 
                                                      for voluntary strike-off 
                         -------------------------  ---------------------------- 
 

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 8 February 2019, copies of which are available on the Company's website at www.digitalbox.com. Capitalised terms in this announcement have the same meaning as given in the Admission Document.

 
 Digitalbox                          Tel: 01225 430102 
 James Carter, CEO 
 
 Polemos plc                         Tel: 07785 234447 
 Nigel Burton, Chairman 
 WH Ireland (Nomad)                  Tel: 0117 945 3470 
 Mike Coe 
  Chris Savidge 
 Leander Capital (Lead broker)       Tel: 0207 195 1400 
 Alex Davies 
  Hugh Kingsmill Moore 
 
 Peterhouse Capital (Joint broker)   Tel: 020 7469 0930 
 Lucy Williams 
 Newgate Communications (Financial   Tel: 020 3757 6880; digitalbox@newgatecomms.com 
  PR) 
  Robin Tozer 
  Elisabeth Cowell 
 

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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