Issue of Equity
Pentagon Protection plc
(to be renamed "YOLO Leisure and Technology plc"
("Pentagon" or the "Company")
Additional Funds Raised - Second Subscription for Ordinary Shares
The board of Pentagon (the "Board") is pleased to announce that, following
further demand from investors, the Company has raised an additional £475,250,
before expenses (the "Second Subscription"), by way of a subscription for
36,557,683 new Ordinary Shares at a price of 1.3 pence per share (the
"Subscription Price"). This brings the total funds raised for the Company to
£1,086,850.
The proceeds of the Second Subscription will be used to increase the cash
reserves of the Company, as the Board seeks to accelerate the implementation of
the Company's new investment strategy.
In addition, the Company has agreed to issue a further 7,257,116 Ordinary
Shares in lieu of fees associated with the transaction, at the Subscription
Price, of which 1,814,279 have been issued to Simon Robinson, a director of the
Company.
Application will be made for the 43,814,799 new Ordinary to be admitted to
trading on AIM. Admission and dealing is expected to occur at 8.00 a.m. on
Monday 21 July 2014. The new Ordinary Shares will rank pari passu with the
existing Ordinary Shares in issue. Following the issue of the new Ordinary
Shares as outlined above, and the issue of shares as announced on 24 June 2014,
there will be 101,994,855 Ordinary Shares in issue. This number may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company.
As outlined in the circular to shareholders dated 24 June 2014, the Company
will enter into a warrant instrument pursuant to which the Company will issue
one warrant for every four Ordinary Shares subscribed for pursuant to the
subscriptions ("Subscriber Warrants"). Accordingly the Company has issued a
further 9,139,417 Subscriber Warrants in respect of the Second Subscription,
and the aggregate number of Subscriber Warrants in issue pursuant to both
subscriptions will be 20,900,951.
The Subscriber Warrants may be exercised at any time within 36 months of the
completion of the Subscription, and shall entitle the subscribers to subscribe
for one new Ordinary Share for each Subscriber Warrant held at the Subscription
Price.
Additionally, as outlined in the circular to shareholders dated 24 June 2014,
the Company has agreed to issue Peterhouse warrants to subscribe for new
Ordinary Shares at the placing price equal to 3% of the number of the Enlarged
Share Capital (the "Broker Warrants"). The aggregate number of Broker Warrants
in issue following both subscriptions will be 3,059,846. The Broker Warrants
are exercisable at the Subscription Price for up to 5 years.
A further 3,500,000 and 1,500,000 Warrants are being issued to Simon Robinson
and Sohail Bhatti, the Company's CEO and FD respectively, at an exercise price
of 1.3p each. In addition, Simon Robinson has acquired 3,846,153 new Ordinary
Shares pursuant to the Second Subscription at the Subscription Price, which is
deemed to be a related party transaction under the AIM Rules for Companies. The
independent Director consider, having consulted with Cairn, the Company's
nominated adviser, that the terms of the subscription are fair and reasonable
insofar as the Company's Shareholders are concerned. Mr Robinson therefore
holds 5,660,432 Ordinary Shares presenting 5.55 per cent. of the Enlarged Share
Capital of the Company.
Commenting on the subscriptions, Simon Robinson, said:
"I am pleased with the confidence being shown by professional investors in the
newly restructured Company. This funding will enable us to press forward with
implementing our new investment strategy."
--ENDS-
For further information please contact:
Pentagon Protection plc/ Yolo Leisure and Technology plc
Simon Robinson simonrobinsonYOLO@icloud.com
Cairn Financial Advisers LLP
Sandy Jamieson Tel: +44 20 7148 7900
Peterhouse Corporate Finance Limited (Sole broker)
Eran Zucker / Lucy Williams Tel: + 44 20 7469 0930