Board changes and appointment of Joint Broker

RNS Number : 6189Z

Location Sciences Group PLC

25 May 2021

 

25 May 2021

Location Sciences Group PLC
("Location Sciences" or the "Company")

Board changes, Directors' Interests and appointment of Joint Broker

Board changes

Location Sciences is pleased to announce that, following the passing of the resolutions at the General Meeting held on 21 May 2021 and the admission today of the New Ordinary Shares in relation to the fundraise, Simon Wilkinson and Dr Nigel Burton have been appointed to the Board of the Company as Non-Executive Chairman and Non-Executive Director respectively.

Simon Wilkinson is a highly experienced software executive and entrepreneur, having been involved with a number of public and private companies over his career. He was most recently CEO then Chairman of Mobica, a world-leading, award-winning software services company offering bespoke development, QA and consultancy. He was previously Chief Executive Officer of Myriad Group AG, which was listed in Zurich, and founder and Chief Executive Officer of Magic4 Ltd, a mobile messaging software market leader, backed by 3i, Philips Ventures and Motorola Ventures.

Dr Nigel Burton spent 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries.  Following this he spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. He is currently a Non-Executive Director of BlackRock Throgmorton Investment Trust plc, DeepVerge plc, eEnergy Group plc, Mobile Streams plc and Microsaic Systems plc.

The Company's Audit, Remuneration and Nomination Committees will be chaired by Dr Nigel Burton and Simon Wilkinson will be a member of all committees.  Dr Nigel Burton will also assume the responsibilities of Senior Non-Executive Director.

As anticipated in the circular to shareholders published by the Company on 4 May 2021 ("Circular"), Kelvin Harrison and Benjamin Chilcott have now stepped down from the Board.

The Company intends to initiate a process to identify and appoint a second independent Non-Executive Director in addition to Nigel Burton, who is deemed independent, with a view to making an appointment as soon as reasonably practicable and ideally within six months following Admission, subject to finding an appropriate candidate with relevant experience. Further consideration will be given to appointing a third independent Non-Executive Director following the anniversary of Admission and before the Company's 2022 annual general meeting.

Directors' Interests

The Directors together hold an aggregate of 182,371,111 Ordinary Shares, representing 7.0 per cent. of the Company's current issued ordinary share capital ("Issued Share Capital") (being 2,605,087,398 Ordinary Shares), as set out in the table below.

Director	Number of Ordinary Shares held 1	Percentage of the Enlarged Issued Share Capital
Mark Slade	26,204,444	1.0
David Rae	13,666,667	0.5
Simon Wilkinson	75,000,000	2.9
Dr Nigel Burton	67,500,000	2.6
TOTAL	182,371,111	7.0

¹   The interests above exclude the 22,888,889 unexercised but out-of-the-money options over Ordinary Shares held at the date of this announcement by the Executive Directors. It is expected that these options will be surrendered and that new options will be granted to the Executive Directors.  If any new options are granted, details will be notified to Shareholders via a Regulatory Information Service.

The Directors have been issued with the following warrants over Ordinary Shares pursuant to the Director Warrant Instrument, the Broker Warrant Instrument and the Promoter Warrant Instrument:

Director	Number of Ordinary Shares subject to Director Warrants	Number of Ordinary Shares subject to Broker Warrants	Number of Ordinary Shares subject to Promoter Warrants
Mark Slade	30,000,000	10,000,000	-
David Rae	30,000,000	6,250,000	-
Simon Wilkinson	30,000,000	-	500,000,000
Dr Nigel Burton	30,000,000	25,000,000	-
TOTAL	120,000,000	41,250,000	500,000,000

The Directors together hold an aggregate of 661,250,000 warrants over Ordinary Shares, representing 25.4 per cent. of the Issued Share Capital.  This figure reduces to 14.5 per cent. of the Issued Share Capital as further increased by the exercise in full of the Promoter Warrants, the Cornerstone Investor Warrants, the Broker Warrants, and the Director Warrants (and assuming no other issuance, including such as that which may arise from the exercise of other options which may be granted to other employees in future).

Appointment of Joint Broker

The Directors are pleased to announce the appointment of Turner Pope Investments (TPI) Ltd as joint broker to the Company.

Simon Wilkinson, Non-Executive Chairman, commented:

"Nigel and I are delighted to be joining the Board and look forward to working with Mark and David as we look to position Location Sciences to maximise its potential.

The Company would also like to take this opportunity to thank Kelvin Harrison and Benjamin Chilcott for their contributions to Location Sciences during a particularly challenging period for the Company."

A copy of this announcement is available on the Company's website https://www.locationsciencesgroup.ai/investor-relations/rns-news-alerts/ .  

Terms defined in the Circular shall have the same meanings when used in this announcement.

For further information please contact:

Location Sciences Group PLC   via Milk & Honey PR

Mark Slade, Chief Executive Officer

David Rae, CFO and Commercial Director

Allenby Capital Limited (Nominated Adviser)  Tel: [phone]

David Hart

David Worlidge

Peterhouse Capital (Joint Broker)   Tel: [phone]

Charles Goodfellow

Eran Zucker

Turner Pope Investments (TPI) Ltd (Joint Broker)  Tel: [phone]

James Pope

Andy Thacker

Milk & Honey PR   Tel: [phone]

Kirsty Leighton

Jessica Ballinger

In accordance with the requirements of the AIM Rules Schedule 2(g), Mr. Simon Wilkinson, 55, holds or has held the following directorships in the previous five years:

Current directorships		Past directorships
Darcey Wilkinson Equestrian Limited		Mobica Limited
RM222 Limited		Mobica Bidco Limited
		Mobica Holdings Limited
		Mobica GmbH (Germany)
		Mobica Ltd Sp. Zo.o
		Mobica Technologies Poland Sp. Zo.o
		Mobica US Inc.

Mr Wilkinson was a director of S&J Wilkinson Limited which was wound up following a court order under the Insolvency Act 1986.  A notice was given on 30 January 1997 which stated that the winding-up of the company was complete.

In accordance with the requirements of the AIM Rules Schedule 2(g), Dr. Nigel John Burton, 63, holds or has held the following directorships in the previous five years:

Current directorships	Past directorships
Wasdale Head Limited	Management Resource Solutions plc
Wasdale Head Inn Limited	Nu-Oil and Gas plc
SenseToys Limited	Remote Monitored Systems plc
ASD Visual Aids Limited	GyroMetric Systems Limited
Microsaic Systems plc	Strat Aero International Limited
Tau Capital plc	UKAerovision Limited
eEnergy Group plc	Corcel plc
Mobile Streams plc	Digitalbox plc
Streams Data Limited	Modern Water plc
Mobile Streams Inc
eEnergy Holdings Limited
DeepVerge plc
Highbec Limited
Blackrock Throgmorton Trust plc

Dr Burton was a director of Pease Limited within the 12 months prior to the company appointing a liquidator in June 1998. The company was subsequently liquidated in 2002.

There is no further information to be disclosed pursuant to Schedule 2(g) of the AIM Rules for Companies in relation to Mr Wilkinson or Dr Burton.

About Location Sciences Group PLC:

Location Sciences is the pre-eminent global location verification provider to the $160 billion digital advertising industry. Working in partnership with brands, media agencies and suppliers to reduce ad-wastage and improve the effectiveness of location-based advertising campaigns.

The digital advertising market-place remains unregulated and un-monitored, with an estimated $19 billion wasted on ad-fraud in 2018. Location Sciences has developed Verify, the world's first independent location verification product. Utilising sophisticated machine learning and pattern recognition technologies, Verify detects location ad-fraud and shines a light on location data inaccuracy with the aim of bringing back integrity, transparency and trust to the market place.

Rule 26 website:  www.locationsciencesgroup.ai

Verify website:  www.locationsciences.ai

LinkedIn:  https://www.linkedin.com/company/locationsciences

Twitter:  @LocationSci

 

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