AIM Sch 1 - Bidstack Group Plc (4045Z)

TIDMKIN

RNS Number : 4045Z

AIM

31 August 2018

 
             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: 
 Bidstack Group Plc 
 
  (Formerly Kin Group Plc - to be re-named following the proposed 
  Reverse Takeover ("RTO")) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 Registered Office: 
  201 Temple Chambers 
  3-7 Temple Avenue 
  London EC4Y 0DT 
 
  Principal Trading Address (from Admission): 
  Plexal 
  Stratford 
  London 
  E15 2GQ 
 COUNTRY OF INCORPORATION: 
 
   England & Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.kingroupplc.com (prior to Admission) 
 
   www.bidstack.com (post Admission) 
 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: 
 
   Kin Group Plc (which is an AIM Rule 15 Cash Shell) proposes 
   to acquire Bidstack Ltd by way of a RTO under Rule 14. Kin 
   Group Plc will change its name to Bidstack Group Plc at a General 
   Meeting prior to Admission if the acquisition is approved by 
   Kin Group Plc shareholders. 
 
   Bidstack is a UK based software company that has developed 
   technology to place programmatic advertising campaigns directly 
   into video games. It was founded by James Draper (CEO) and 
   Francesco Petruzzelli (CTO) in 2015. 
 
   Bidstack's customers are games publishers and developers (supply 
   side), for example Sports Interactive (part of Sega Europe) 
   with whom it has exclusive access to Football Manager 2018 
   and advertising agencies, brands (such as Dominos and Vodafone) 
   and programmatic advertising platforms (demand side). Bidstack 
   secures exclusive access to the native in-game advertising 
   space within video games from their developers or publishers. 
   Bidstack sells that advertising space either direct to specific 
   brands or programmatic advertising platforms. 
 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): 
 
   Consideration, Adviser, Placing and Vendor Placing Shares are 
   being issued at GBP0.06 per share. Ordinary Shares have a nominal 
   value of GBP0.005 each. 
   No Ordinary Shares are held in Treasury. 
 
   There are no restrictions on transferability of the Ordinary 
   Shares. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Placing of new Ordinary Shares to raise GBP3.5million 
   Vendor Placing of Ordinary Shares to raise GBP0.77million 
   Total fundraising of GBP4.27 million 
 
   Market Capitalisation on Admission - at the placing price of 
   6p per share - GBP11.93 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   39.4% 
 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): 
 Existing Directors 
  Donald John Stewart - Non-Executive Chairman 
 
  John Edward Taylor - Non-Executive Director 
 
  Lindsay Keith Anderson Mair - Non-Executive Director 
 
  Proposed Directors 
 
  James Paul Draper - Chief Executive Officer 
 
  Francesco ("Fran") Petruzzelli - Chief Technical Officer 
 
  John Joseph McIntosh - Chief Financial Officer 
 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): 
                              Number   % of Existing 
                          of Existing        Ordinary      Number of New    % of Enlarged 
                             Ordinary           Share    Ordinary Shares         Ordinary 
                               Shares         Capital       on Admission    Share Capital 
 
 
    NW1 Investments 
     Ltd                    3,996,307           15.98          3,996,307             2.01 
    Mr Rodger Sargent       1,100,000            4.40          1,100,000             0.55 
    Courtney 
     Investments 
     Limited                1,000,000            4.00          7,666,667             3.86 
    Mr Jon Hale             1,000,000            4.00          1,000,000             0.50 
    Mr David Evans            900,000            3.59            900,000             0.45 
    Mr Christopher 
     Akers                    800,000            3.20          2,800,000             1.41 
    Mr James Draper                 0            0.00         41,260,562            20.75 
    Mr Francesco 
     (Fran) 
     Petruzzelli                    0            0.00          7,250,000             3.65 
    Killik & Co                     0            0.00         15,000,000             7.54 
    Optiva Securities               0            0.00         15,000,000             7.54 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   N/A 
 (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) For Kin Group plc - 30 June 2018 
            For Bidstack Group Plc - 31 May 2018 
            (iii) Final Results for the year ending 31 December 2018 - 
            by 30 June 2019; 
            Unaudited Interim Results for the 6 months ending 30 June 2019 
            - by 30 September 2019; 
            Final Results for the year ending 31 December 2018 - by 30 
            June 2020. 
 EXPECTED ADMISSION DATE: 
 
   19 September 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   SPARK Advisory Partners Limited 
   5 St John's Lane 
   London 
   EC1M 4BH 
 NAME AND ADDRESS OF BROKER: 
 
   Peterhouse Capital Limited 
   3 New Liverpool House 
   15 Eldon Street 
   London 
   EC2M 7LD 
 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 in 
   relation to the Applicant will be available free of charge 
   to the public during normal business hours on any day (Saturdays, 
   Sundays and public holidays excepted) from the of ces of: 
 
   SPARK Advisory Partners Limited 
   5 St John's Lane, 
   London, 
   EC1M 4BH, 
 
   until one month from the date of Admission in accordance with 
   the AIM Rules. 
 
   This document will also be available for download from the 
   Company's website at www.kingroupplc.com (up to Admission) 
   and at www.bidstack.com (post Admission). 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   The QCA Corporate Governance Code issued by the Quoted Companies 
   Alliance 
 DATE OF NOTIFICATION: 
 
   31 August 2018 
 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 [e-mail] or visit www.rns.com.

END

PAAEANPFDEDPEEF

(END) Dow Jones Newswires

August 31, 2018 05:15 ET (09:15 GMT)