Investment in Sportsdata Limited

25 February 2015 Guscio PLC ("Guscio" or the "Company" or the "Group") Investment in Sportsdata Limited The Company is pleased to announce that, in line with its investing policy that was approved by shareholders on 8 September 2014, it has entered into an agreement to acquire a 30 per cent. interest in the issued share capital of Sportsdata Limited ("Sportsdata") (the "Investment"). Background to the Investment Sportsdata, a recently incorporated private technology company, has developed and implemented a website application for the purposes of monitoring and improving physical literacy, the participation of children in sports and active pursuits at school. The website has been developed with Youth Sports Trust ("YST"), a leading charity for sports-driven and educational programmes. Sportsdata has entered into a collaboration agreement with YST to utilise the website via a recently launched Skills2Achieve programme. The Skills2Achieve programme aims to sell licenses to operate the website to primary schools throughout the United Kingdom. On 23 December 2014, the Guscio announced that it had entered into an agreement to provide Sportsdata with a £125,000 nominal unsecured convertible loan note with a right to increase the facility at a later date by up to £75,000 (the "Loan"). Since the announcement of the Loan, YST have now successfully made the following sales: (i) 40 schools that have signed a license agreement and have paid in full; and, (ii) 160 schools that have confirmed their commitment to sign a license agreement and are in the process of making the appropriate payments. The Board of Guscio believe that Sportsdata's indicated target figures for the Skills2Achieve collaboration may be achieved prior to the start of the school summer term. In the period from 1 September 2014 to 31 January 2015, Sportsdata produced a loss for the period of £114,740 and recorded no revenue. Total assets less current liabilities were (£98,056), including cash of £17,186. Details of the Investment As part of the Investment, the Company has exercised its right to increase the Loan facility by £75,000 and subsequently convert the aggregate £200,000 total value of the Loan into 2,293 ordinary shares in Sportsdata at a price of £87.22 per ordinary share (the "Loan Conversion") in accordance with the terms of the Loan agreement. In addition, the Company has further subscribed for 1,686 ordinary shares at a price of £118.62 each in Sportsdata for a total consideration of £200,000. Furthermore, an additional agreement has been reached to acquire 1,080 ordinary shares in Sportsdata from certain of the company's existing third-party shareholders in consideration for £128,000 in cash at a price of £118.62 per ordinary share. Together the Investment will result in Guscio holding 30 per cent. of the enlarged issued share capital of Sportsdata. Related Party Transaction Richard Thompson, a director of the Company, is an existing 35 per cent. shareholder of Sportsdata and is also on the board of Sportsdata. Accordingly, the Investment constitutes a related party transaction as defined by the AIM Rules for Companies. The Directors of the Company other than Mr Thompson, having consulted with Sanlam Securities UK Limited, the Company's Nominated Adviser, consider that Investment is fair and reasonable insofar as shareholders are concerned. For further additional information please contact: Guscio PLC Tony Humphreys / Marcus Yeoman 020 3053 1897 Sanlam Securities UK Limited Virginia Bull / Simon Clements 020 7628 2200 Peterhouse Corporate Finance Limited Lucy Williams / Eran Zucker 020 7469 0936
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