The following information is disclosed by Kin Group Plc ("Kin" or the "Company") in accordance with Rule 26 of the AIM Rules. These requirements were last reviewed and updated by the company on 31 August 2018.
On 5 June 2018, the Company announced that it had invested £400,000 by way of a secured convertible loan note ("Convertible Loan Note") in bidstack Limited ("bidstack") and that it was in discussions which might lead to the acquisition of the entire issued, and to be issued, share capital of bidstack by way of a Reverse Takeover under Rule 14 of the AIM Rules for Companies.
On 31 August 2018 Kin Group announced that it had entered into a conditional agreement to acquire the entire share capital of bidstack other than the shares to be issued to it pursuant to the exercise of its conversion rights arising under the Convertible Loan Note, for an aggregate consideration of approximately £6.8 million. The consideration is to be satisfied by the issue of new ordinary shares to the bidstack shareholders ("Consideration Shares"). At the same time, the Company has conditionally raised approximately £3.5 million by way of a placing in order to provide working capital to finance the growth of the enlarged group. In addition certain bidstack shareholders have conditionally agreed to sell certain Consideration Shares by way of a Vendor Placing.
bidstack is a provider of native in-game advertising that is dynamic, targeted and automated, serving the global video games industry across multiple platforms. Its proprietary technology is capable of inserting adverts into natural advertising space within video games. The key benefit of native in-game advertising over non-native variants (e.g. video rolls and banner ads) is that it appears authentic and "natural" to the environment and does not adversely affect the gamer's experience. In addition, bidstack's advertisements cannot be excluded with ad-blocking software and the gamer cannot and has no need to skip through the advertisement. bidstack's advertisements retain and can enhance the authenticity of the game's artwork.
The Directors believe that bidstack is a dynamic young business in a sector which they believe is capable of significant growth, and that the proposed reverse takeover presents the Company and its shareholders with an exciting opportunity to invest in a business with significant potential in a developing technology sector.
Appointed in November 2015, Donald is a solicitor and has practiced corporate law, particularly focused on smaller quoted companies, for almost 30 years. Between April 2013 and July 2015 he was on the board of Progility Plc and, before that, had been a corporate partner in the London office of a global law firm. He is a former director (and past chairman) of the Quoted Companies Alliance, the UK not-for-profit organisation dedicated to promoting the cause of smaller quoted companies.
John is an adaptable business turnaround consultant with a flair for execution and motivating teams to make positive and impactful change. Since July 2015, John has worked on the turnaround of Northern Aerospace, a leading supplier of precision machined parts to the aerospace industry. Prior to that he spent over 20 years in the military, commanding attack helicopter formations and advising senior government ministers at the strategic level. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence responsible for Army matters. Between 2009 and 2013 he was regimental second in command and acting commanding officer of 3 Regiment Army Air Corps following 3 years as an attack helicopter squadron commander with 4 Regiment Army Air Corps.
Lindsay is an experienced investment banker with extensive capital markets experience in a broad range of sectors acquired over a thirty year career in the City. He is a director of corporate finance at SP Angel Corporate Finance LLP and previously worked in the corporate finance departments of a number of City firms including Sanlam, Astaire Securities (as managing director) and Daniel Stewart and Corporate Synergy (both as head of corporate finance).
On completion of the acquisition of bidstack it is intended that the following individuals will be appointed to the Board:
James is the co-founder and Chief Executive Officer of bidstack. He initiated bidstack's move into the gaming space in 2017 and led the negotiations to secure the three year contract with SEGA's Football Manager title. He has been responsible for the day to day management of bidstack, as well as overseeing its strategic direction. Prior to bidstack, James spent several years working within marketing and advertising with a range of clients in the sports and b2b space.
Francesco is the co-founder and Chief Technology Officer of bidstack. He created bidstack's core artificial intelligence engine, heads its development studio and oversees its team of developers and programmers. Prior to bidstack, Francesco founded Whaleslide, a privacy conscious search engine allowing users to control all aspects of their online lives from one webpage.
After qualifying with Deloitte in 1994, John worked with Sony, advertising agencies and the BBC before concentrating on online, multi-media businesses. He was CFO and COO of DCD Media plc for five years until July 2011 and CFO of Progility Plc from November 2012 to April 2015, growing the business from a £12 million to £60 million turnover. Since leaving Progility John has worked as a consultant CFO for a number of entities in UK, Europe and Hong Kong, and since October 2016 as CFO for CRS GT ltd, which is licensed to trade as McLaren GT.
The Group uses the requirements of the UK Corporate Governance Code as an indicator of best practice. The Directors are committed to ensuring appropriate standards of Corporate Governance are maintained by the Group.
The Board recognises its collective responsibility for the long term success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk. The Board agrees and monitors the progress of a variety of Group activities. These include strategy, business plan and budgets, acquisitions, major capital expenditure and consideration of significant financial and operational matters. The Board also monitors the exposure to key business risks and considers legislative, environmental, employment, quality and health and safety issues.
During a normal year there is a minimum of ten scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board agenda is set by the Chairman in consultation with the other Directors.
Under the provisions of the Company's Articles of Association all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand for election at the next following annual general meeting, ensuring that each Board member faces re-election at regular intervals.
All of the Directors have access to the advice and services of the Company's legal counsel.
The Board has two principal standing committees: the Audit Committee and the Remuneration Committee, each with specific terms of reference.
The Audit Committee comprises Lindsay Mair (Chair), John Taylor and Donald Stewart.
It meets a minimum of twice a year and its remit is to review the annual and interim accounts and the appropriateness of accounting policies, to review the internal controls and financial reporting, and to make recommendations on these matters to the Board. It also considers the appointment and fees of the external auditor, the resulting auditor reports and discusses the action taken on problem areas identified by Board members or in external audit reports. The Chairman of the Audit Committee reports the outcome of the Audit Committee meetings to the Board and the Board receives the minutes of all Audit Committee meetings.
The Remuneration Committee comprises John Taylor, Donald Stewart and Lindsay Mair. It is chaired by John Taylor. It meets a minimum of twice a year. Its remit is to assess the performance of the Directors and to consider and make recommendations to the Board on remuneration policy for Directors and Senior Managers of the required calibre.
The Company is incorporated in England and Wales with registered number 04466195.
The Company's registered office is at 201 Temple Chambers 3-7 Temple Avenue, London EC4Y 0DT.
Its main country of operation is the United Kingdom.
The Company's Articles of Association can be found here
The Company's shares are admitted to trading on AIM.
There are no other exchanges or trading platforms to which the Company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.
There are no restrictions on the transfer of securities.
|Total issued share capital||25,010,280|
|Total Voting Capital||25,010,280|
|Percentage issued share capital not in public hands||17.84%|
As of 27 November 2017 Kin Group Plc had been notified of the following holdings comprising more than three per cent of the issued share capital of the company:
|Shareholder name||Number of shares||Holding %|
|NW1 Investments Limited||3,996,307||15.98|
|Courtney Investments Limited||1,000,000||4|
As of 27 February 2018 the directors of Kin Group Plc had interests in the following numbers of shares in the company:
|Director||Number of shares||Holding %||Number of warrants|
The Company is subject to the UK City Code on Takeovers and Mergers.
Announcements made by the Company in the past 12 months can be found on the London Stock Exchange
|19 September 2018||TR-1: Notification of major interest in shares|
|19 September 2018||Admission to AIM, Completion of Acquisition and Directors Holdings|
|18 September 2018||Change of name to Bidstack Group Plc|
|17 September 2018||Result of General Meeting and Total Voting Rights|
|31 August 2018||Proposed Acquisition of Bidstack Limited & Placing|
|22 August 2018||Interim Results for six months ended 30 June 2018|
|16 August 2018||Bidstack Limited ("Bidstack") - Transaction update|
|02 July 2018||Result of Annual General Meeting|
|07 June 2018||Posting of Annual Report & Accounts|
|05 June 2018||Subscription for Secured Convertible Loan Notes in bidstack Limited ("bidstack")|
|01 March 2018||TEMPORARY SUSPENSION OF TRADING ON AIM|
|28 February 2018||Final Results for the year ended 31 December 2017|
|19 February 2018||Update|
The Company's admission document can be found here
|08 June 2018||Notice of Annual General Meeting held on 2 July 2018|
|27 October 2017||Notice of General Meeting held on 13 November 2017|
|05 October 2017||CVA Proposal|
|Standard Terms and conditions which form Appendix XI of the Proposal|
|29 June 2016||Proposed Placing and Notice of General Meeting|
One Advisory Limited,
201 Temple Chambers 3-7 Temple Avenue,
SPARK Advisory Partners Limited,
5 St John's Lane,
10 Queen Street Place,
Neville Registrars Limited,
Peterhouse Capital Limited,
New Liverpool House,
15 Eldon Street,
7 St James Terrace,
Page last updated: 31 August 2018