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Monday 16 September, 2019

AIM

Schedule One Update - Blockchain Worldwide plc

RNS Number : 4391M
AIM
16 September 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:

 

Blockchain Worldwide plc (to be renamed Entertainment AI plc upon Admission)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered Address: 4th Floor 43-44 Albemarle Street, London, England, W1S 4JJ, United Kingdom

 

Trading Address: 1730 E. Holly Avenue, El Segundo, CA 90245, United States of America

 

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.entertainmentai.co.uk

 

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:

Blockchain Worldwide PLC ("BLOC" or the "Company") is a cash shell quoted on the Standard Segment of the Official List and currently has its shares suspended from trading. It has agreed to acquire each of GTChannel, Inc. ("GTC"), Tagasauris, Inc. ("Tag") and Entertainment AI, Inc. ("EAI"). The Company will be renamed Entertainment AI plc and will be admitted to trading on the London Stock Exchange AIM together with its new, wholly owned subsidiaries. Through its subsidiaries, the Company will be a technology and media group, headquartered in Los Angeles, California, with its registered office in the UK.

Entertainment AI Plc's mission is to be a first mover in a video-first world or what is seen to be the coming Third Wave of TV following the broadcast and cable eras. The Third Wave is marked by full mobility and interactivity with content available 24/7 on mobile devices.

GTC both creates its own video content, focused on automotive interests, and owns a Multi-Channel Network ("MCN") with approximately 10,000 content creator partners based in the US, Russia, Japan and Latin America catering to a global audience of automotive and associated lifestyle enthusiasts. In 2018, across the MCN, 8.5 billion videos were viewed and in 1H 2019 that figure was over 6.3 billion.

Tag is an AI and machine-learning technology company that has historically served its technology to large media companies. Tag has a proprietary process for enriching videos and then serving video-based opportunities to audiences, such as GTC's, while they are watching videos. Tag's intellectual property (patent with an early priority date, trade secrets and know-how) enriches raw video in a process conceptualized as a "Micro-moments Factory".

EAI has both data analytic technology and material contracts with strategic partners. Together these assets should enable GTChannel, Tagasauris and Entertainment AI synergistically to unlock value for the creators and consumers.

The Company will combine these businesses, creating an operating platform offering a "One Stop Shop" for a global, enthusiast automotive and lifestyle audience as a provider of direct-to-consumer content and e-commerce opportunities, driving advertising, e-commerce and subscription revenues. In addition, the Company seeks to license its technology to third parties.

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):

 

Securities to be admitted: 44,957,876 ordinary shares of nominal value 12 pence each

 

Issue price: 45 pence

 

Treasury shares: None

 

There are no restrictions on the transfer of the securities to be admitted.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

New capital to be raised on Admission is expected to be c. £8.61 million.

Market capitalisation is expected to be c. £22.5 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

61.7%

 

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:

 

None

 

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):

 

Patrick (Pat) Jude DeSouza (proposed Non-Executive Chairman)

 

Todd Lawrence Carter (proposed Chief Executive Officer)

 

Stephen Scott Schlichter (proposed Executive Director)

 

Akiko Mikumo (proposed Non-Executive Director)

 

Michael (Mike) Kelly (proposed Non-Executive Director)

 

David Anton (proposed Non-Executive Director)

 

Jonathan Edward Hale (Director, current Chief Executive Officer of BLOC, to step down as a director upon Admission)

 

Rodger David Sargent (Director, current Non-Executive Chairman of BLOC, to step down as a director upon Admission)

 

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):

 

Shareholder

% before Admission

% upon Admission

Gresham House Asset Management

N/A

13.34%

Stephen Scott Schlichter

N/A

11.75%

Patrick (Pat) Jude DeSouza

N/A

10.86%

Hargreave Hale

9.60%

9.48%

Water Intelligence Plc

N/A

7.97%

Taro Koki

N/A

7.21%

Tocarte, LLC / Todd Carter

N/A

5.93%

Sumitomo Corporation

N/A

4.63%

Jonathan Hale

4.20%

4.30%

Rathbone Investment Management

N/A

3.47%

MD Barnard

4.90%

2.31%

Russell Backhouse

6.20%

0.38%

Mohamed Patel

5.50%

0.33%

Courtney Investments

4.90%

0.30%

Jason Mackay

3.60%

0.22%

Paul Howard

3.20%

0.20%

Optiva Securities

3.30%

0.20%

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(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) 30 June

(ii) 30 June 2019 (Blockchain Worldwide Plc, to be renamed Entertainment AI Plc)

(ii) 31 December 2018 (Tagasauris Inc)

(ii) 31 December 2018 (GT Channel Inc)

(iii) Unaudited results the six months to 31st December 2019 by 31st March 2020

(iii) Audited results for the year ended 30th June 2020 by 31st December 2020

(iii) Unaudited results the six months to 31st December 2019 by 31st March 2020

 

EXPECTED ADMISSION DATE:

 

30 September 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

NAME AND ADDRESS OF BROKER:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

and

 

Dowgate Capital Limited

15 Fetter Lane

London

EC4A 1BW

 

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 at the following:

 

Website prior to admission: www.bloc-worldwide.com

 

Website upon admission: www.entertainmentai.co.uk

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

Quoted Companies Alliance (QCA) code

 

DATE OF NOTIFICATION:

 

16/09/2019

 

NEW/ UPDATE:

 

Update

 

 


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