Licence Agreement, Issue of Equity & Total ...
Milestone Group PLC
"Milestone" or the "Company"
Licence Agreement, Issue of Equity & Total Voting Rights
Licence agreement with BGP Global Services Limited and launch of OnSide
AIM quoted Milestone Group PLC (AIM: MSG), the digital solutions provider,
announces that it has signed an agreement with BGP Global Services Limited
("BGP") for the exclusive licence of its Facilitated Electronic Data System
("FEDS") within UK community sports programmes (the "Licence").
BGP will issue a perpetual licence of FEDS, an innovative and bespoke web
application that can be currently run on portable networked computer systems, to
OnSide Limited ("OnSide"), a newly incorporated Company and a wholly owned
subsidiary of Milestone, for use in the UK community sporting sector, initially
to be launched in football, but to be extended to cover other community sports.
The signing of this agreement is a key strategic development for Milestone
following the recent refocus of the business to digital technology and
solutions. Â OnSide will bring together the established FEDS platform with
Milestones' skill set in mobile technology, developed in part through its
association with JumpStart Wireless, which the directors of Milestone (the
"Directors") believe will deliver a ground breaking tool for sports coaches in
the local community.
The Directors believe that OnSide will be a unique and innovative platform which
will encompass both web and mobile technology and will eliminate the majority of
the paperwork traditionally associated with sports coaching, as well as creating
a direct link between the training session and head office where the paperwork
is normally collated and as a result dramatically reducing costs and greatly
improving the productivity of local sports coaching. In addition, the Directors
believe that OnSide will enable, for the first time, information from sports
coaches, local authorities, community groups and law enforcement agencies to be
successfully collated and shared between them via real-time information
gathering. OnSide aims to create a safer environment for the participants in
community sports, coaches and the public, enhance community cohesion whilst also
providing cost and process efficiencies within the system.
OnSide will be running a pilot scheme with various community football coaches in
London, before launching nationwide during the course of 2012 on a subscription
basis.
Paul Elliott MBE, the former Chelsea and Celtic player, Piara Powar, the
Executive Director of FARE (Football Against Racism in Europe), and Bob Quick,
the former Metropolitan Police Assistant Commissioner, will be the ambassadors
for OnSide.
In consideration for the grant of the Licence, the Company will pay, in total,
£140,000 to BGP to be satisfied by the issue of 18,181,818 ordinary shares of
0.1 pence each in the capital of the Company ("Ordinary Shares"), equivalent to
an issue price of 0.77 pence per Ordinary Share which is equal to the average
closing share price for Milestone for the last ten business days. Â The Ordinary
Shares will be issued to BGP in three tranches, with the first tranche of
9,090,909 Ordinary Shares, valued at £70,000, being issued to BGP today.  Two
further tranches of Ordinary Shares of 3,896,104 and 5,194,805, with values of
£30,000 and £40,000 respectively, will be issued on certain performance related
targets being satisfied.
In addition to the issue of Ordinary Shares to BGP in consideration for the
grant of the Licence, BGP will be entitled to 50 percent. of OnSide's net
profits, which are defined as the actual profits generated by OnSide that
directly relates to OnSide's use of FEDS, less costs and reasonable deductions.
All new intellectual property developed by OnSide will be owned by OnSide and
not BGP.
Deborah White, CEO of Milestone, commented:
"The creation of OnSide through the relationship between Milestone and BGP will
bring together state of the art software and our strong skill set in mobile
devices to deliver a revolutionary platform for sporting coaches throughout all
sports and communities. OnSide will dramatically reduce the costs associated
with sports coaching and create a safer environment for sports to take place. I
am grateful to Paul Elliott, Piara Powar and Bob Quick for the passion and
dedication they have given to this new venture and look forward to working with
BGP going forward."
Information on BGP
BGP provide a wide range of accredited and discreet consultancy, training and
investigation services to law enforcement agencies and industry professionals
throughout the world. BGP has worked in partnership with London's Metropolitan
Police Service, the City of London Police, and the Crown Prosecution Service as
well as with major international corporations and sporting bodies. BGP delivers
training and assistance to both the public and private sector using their
bespoke immersive training platforms such as FEDS.
Issue of Equity
As detailed above, Milestone has agreed to issue 9,090,909 Ordinary Shares at a
price of 0.77 pence per Ordinary Share to BGP. Â Application will be made for, in
aggregate, 9,090,909 new Ordinary Shares to be admitted to trading on AIM, which
is expected to occur no later than 18 April 2010. The new Ordinary Shares, when
fully paid and issued, will rank pari passu in all respects with the existing
Ordinary Shares of Milestone.
Total Voting Rights
Following the issue, Milestone will have in issue 238,444,975 Ordinary Shares
with voting rights. The Company does not hold any Ordinary Shares in treasury.
The figure of 238,444,975 Ordinary Shares 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 under the FSA's Disclosure and Transparency
Rules.
So far as the Company is aware and subject to any new notifications received,
the following persons will have a notifiable interest in the issued share
capital of Milestone following this issue of Ordinary Shares:
+-----------------------+--------------------------+---------------------------+
|Â |Current percentage holding| Resultant percentage |
| | | holding |
+-----------------------+--------------------------+---------------------------+
|Deborah Jane White | 34,883,774 (15.21%)Â | 34,883,774 (14.63%)Â |
+-----------------------+--------------------------+---------------------------+
|HBS 049 Limited | 30,000,000Â (13.08%)| 30,000,000Â (12.58%)|
+-----------------------+--------------------------+---------------------------+
|Cormac Crawford | 18,954,772 Â Â (8.26%)| 18,954,772 Â Â (7.95%)|
+-----------------------+--------------------------+---------------------------+
|Brett J. Desmond (all| 15,729,204Â Â (6.86%)| 15,729,204Â Â (6.60%)|
|held by Aurum Nominees| | |
|Ltd) | | |
+-----------------------+--------------------------+---------------------------+
|Martin King | 13,667,049Â Â (5.96%)| 13,667,049Â Â (5.73%)|
+-----------------------+--------------------------+---------------------------+
|BGP Global Services | -Â | 9,090,909Â Â (3.81%)|
+-----------------------+--------------------------+---------------------------+
|Lynchwood Nominees Ltd | 9,083,489Â Â (3.96%)| 9,083,489Â Â (3.81%)|
+-----------------------+--------------------------+---------------------------+
FOR FURTHER INFORMATION:
Milestone Group PLC Tel: 020 7929 7826
Deborah White, Chief Executive
Strand Hanson Ltd, NOMAD Tel: 020 7409 3494
Richard Tulloch / David Altberg
Hybridan LLP, Broker Tel: 020 7947 4350
Claire Louise Noyce
College Hill, PR Tel: 020 7457 2020
Jamie Ramsay
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Milestone Group PLC via Thomson Reuters ONE
[HUG#1504129]