Result of EGM
Pentagon Protection plc
("Pentagon" or the "Company")
Result of General Meeting and Board Changes
The Company is pleased to announce that, further to the announcement made on 24
June 2014, all the proposals put to the creditors of the Company concerning the
proposed Company Voluntary Arrangement were approved at the Creditors Meeting
held at 10.00 a.m. on Friday 11 July, and all resolutions of the General
Meeting put to Shareholders, held at 10.30 a.m. on the same day, were duly
passed.
The Company has therefore, inter alia:
* approved the Company Voluntary Arrangement ("CVA");
* approved the disposal of its trading subsidiaries;
* approved the adoption of an Investing Policy under AIM Rule 15;
* approved the appointment of Peterhouse Corporate Finance Limited
("Peterhouse") as Sole Broker and subscription by Peterhouse of 47,046,148
new Ordinary Shares at a price of £0.013 to raise £611,600;
* approved the issue of warrants; and
* approved the change of name to YOLO Leisure and Technology plc.
Application will be made for the 47,046,148 new Ordinary Shares issued to the
Placees pursuant to the Subscription to be admitted to trading on AIM.
Admission and dealing is expected to occur at 8.00 a.m. on Friday 18 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, the Company's total
issued share capital will be 58,180,056 Ordinary Shares of 1p each. This figure
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
The Company will enter into a warrant instrument pursuant to which the Company
will issue one Subscriber Warrant for every four Ordinary Shares subscribed for
pursuant to the Subscription or a total of 11,761,534 Subscriber Warrants.
Entry into the warrant instrument is conditional on admission of the new
Ordinary Shares to trading on AIM.
The Subscriber Warrant 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 £0.013.
Additionally, the Company has agreed to issue to Peterhouse Broker Warrants to
subscribe for new Ordinary Shares at the subscription price equal to 3% of the
Enlarged Share Capital of the Company, exercisable for up to 5 years. Based on
the current subscription of 47,046,148 new Ordinary Shares, this equates to
1,745,401 Broker Warrants.
Simon Robinson has now joined the Board as Chief Executive Officer and Sohail
Bhatti as Finance Director. Steve Chambers and Cecil O'Brien will resign from
office with no compensation for loss of office, and will waive all claims
against the Company under their appointment letters.
Simon Robinson (aged 46) - Chief Executive Officer
Simon Lee Robinson's career with Thomas Cook spanned 16 years from 1997 to
2013. Simon progressed his career in the hotel and leisure industry, from front
line customer service and commercial roles to CEO of Thomas Cook's retail joint
venture, with responsibility for £4.5bn of revenues together with 6
multi-channel and 3 product businesses.
After working in Germany in a shareholder relations capacity, Simon was
appointed Product Director, Tour Operations in 2001, generating revenues of £
1bn, and heading the rebranding strategy of the 3 customer brands. In 2003, he
was appointed as Retail Director, leading a network of 480 retail stores each
selling travel and financial services products. In 2007, following the merger
of Thomas Cook with Mytravel, he was promoted to Managing Director,
Multi-Channel Retail (UK), assuming responsibility for £3.5bn of revenues
incorporating ecommerce, 800 retail outlets and one of the most visited UK
travel websites.
In 2010, Simon joined Thomas Cook's European Online Travel Agency with
responsibility for the UK region. In late 2011, he was appointed CEO of the
newly created retail joint venture consisting of ecommerce, retail and a
variety of specialist businesses with combined revenues of £4.5bn.
Current Directorships Past Directorships in the last five
years
Thomas Cook Retail Ltd
Thomascook.com Limited
TCCT Retail Ltd
Sohail Bhatti (aged 54) - Finance Director
Mohammed Sohail Bhatti is a Fellow of The Association of Chartered Certified
Accountants (FCCA), and has served as finance and non-executive director of a
number of private and quoted companies for more than 20 years. In 1998, he
joined Transcomm plc, an AIM quoted telecommunications group as finance
director for one of its subsidiary undertakings and served for 6 years until
its acquisition by British Telecom in 2004. Later that year he supported the
private equity acquisition of a former Ericsson data radio technology company,
and founded Woodhouse Price Limited, a licensed accountancy practice.
Current Directorships Past Directorships in the last five
years
Woodhouse Price Limited Plant Offshore Group plc
Crystal Sigma Limited
Zone Minicabs Limited
There are no further details required to be disclosed pursuant to Rule 17 and
Schedule 2, paragraph (g) of the AIM Rules.
For further information please contact:
Pentagon Protection plc
Simon Robinson, Chief Executive Officer Email: simonrobinsonYOLO@icloud.com
Cairn Financial Advisers LLP
Sandy Jamieson Tel: +44 20 7148 7900
Peterhouse Corporate Finance Limited (Sole broker)
Eran Zucker Tel: + 44 20 7469 0930