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.


Donald Stewart - Non-executive Chairman

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 Taylor - Non-executive Director and Chairman of the Remuneration Committee

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 Mair - Non-executive Director and Chairman of the Audit Committee

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 Draper - Chief Executive Officer

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 Petruzzelli - Chief Technology Officer

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.

John McIntosh CA - Finance Director

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.

Corporate Governance and Board Responsibilities

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.

Audit Committee

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.

Remuneration Committee

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.

Articles of Association

The Company's Articles of Association can be found here

Shareholder Information


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%

Significant Shareholders

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
Rodger Sargent 1,100,000 4.4
Courtney Investments Limited 1,000,000 4
Jon Hale 1,000,000 4
David Evans 900,000 3.59
Chris Akers 800,000 3.2

Directors shareholdings

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
Donald Stewart 156,400 0.63% 275,103
John Taylor 60,000 0.24% 515,205
Lindsay Mair 250,000 1% 312,603

Takeover Code

The Company is subject to the UK City Code on Takeovers and Mergers.

Company announcements

Announcements made by the Company in the past 12 months can be found on the London Stock Exchange

27 November 2017 TR-1: notification of major holdings
23 November 2017 TR-1: notification of major holdings
21 November 2017 TR-1: notification of major holdings
17 November 2017 TR-1: notification of major holdings
17 November 2017 TR-1: notification of major holdings
15 November 2017 Director/PDMR shareholding - Issue of warrants
15 November 2017 Change of Registered Office, appointment of Company Secretary and Total Voting Rights
15 November 2017 Board changes effective
15 November 2017 Update on Suspension, CVA, Placing
14 November 2017 Director/PDMR shareholding - new shares acquired as part of the CVA
13 November 2017 Result of General Meeting
27 October 2017 Consolidation of share capital and Notice of General Meeting
26 October 2017 Update on CVA, Placing and suspension
proposed Share Consolidation
25 October 2017 Total Number of CVA Capitalisation Shares
24 October 2017 Results of Creditors' Meeting, Shareholders' CVA Meeting and General Meeting
05 October 2017 Proposed CVA, Placing and proposed Board Changes update
03 October 2017 Proposed CVA, Placing and proposed Board Changes
28 September 2017 Interim Results for the six months ended 30 June 2017
11 September 2017 Update re suspension
31 August 2017 Update re suspension: Administrators appointed
23 August 2017 Update re suspension
20 July 2017 Loan Note Conversion, Issue of Warrants & Equity
18 July 2017 Statement re. Suspension
18 July 2017 Suspension - Kin Group plc
07 July 2017 TR-1: Notification of major interest in shares
03 July 2017 Conversion of loan notes, issue of warrants & TVR
20 June 2017 Non Regulatory - new contract - NHS Trust
14 June 2017 Grant of Options
13 June 2017 Convertible Loan Notes update
30 May 2017 Conversion of Loan Notes, Issue of Warrants & TVR
15 May 2017 Convertible Loan Note Facility
05 May 2017 Result of AGM, Change of Name and TVRs
11 April 2017 Posting of Annual Report and Notice of AGM
11 April 2017 Non Regulatory - Customer renewal
05 April 2017 Publication of Annual Report & Accounts
04 April 2017 Proposed Change of Name
03 April 2017 Final Results for the year ended 31 December 2016
22 February 2017 Non Regulatory - New client contract win
16 February 2017 Non Regulatory - Results of Case Study
13 February 2017 Change of Registered Office
25 January 2017 Completion of Placing
19 January 2017 Restoration - Fitbug Holdings plc
19 January 2017 Trading Update
18 January 2017 New customer win covering 14,000 employees
18 January 2017 Suspension - Fitbug Holdings Plc
16 January 2017 Change of Adviser
13 December 2016 Corporate Wellness Partnership
08 November 2016 Directorate Change
21 September 2016 Interim Results
11 January 2016 NED appointment
08 February 2016 Litigation settlement
22 March 2016 Successful customer rollout
08 June 2016 Holding in Company
13 June 2016 Further working capital loan
13 June 2016 Preliminary results for 2015
29 June 2016 Board changes
29 June 2016 Notice of AGM
29 June 2016 Proposed fundraising
20 July 2016 Result of open offer
21 July 2016 Open offer underwriting update
22 July 2016 Result of AGM
25 July 2016 Adoption of shares
27 July 2016 Holdings in Company
06 January 2015 Kiqplan functionality
23 January 2015 Race for life
27 January 2015 Legal action update
29 January 2015 Jawbone promotion
13 February 2015 Trading Update
16 February 2015 Fitbug stock
24 February 2015 Kiqplan in samsung health
25 February 2015 Fitbit appeal
29 April 2015 Fitbit employee wellness
05 May 2015 Fitbit tower watson partnership
12 May 2015 Kiqplan toolkit launch
27 May 2015 Directorate change
01 June 2015 AGM result
16 June 2015 Appointment of financial officer
18 June 2015 klm in flight retail deal
10 July 2015 £1,665,000 Raised
17 August 2015 Appointment of CEO
04 September 2015 Board changes
30 September 2015 Fitbug interim results
19 October 2015 Board changes
29 October 2015 Holdings in Company
23 November 2015 Launches kiqplan app
01 December 2015 Board changes
11 December 2015 Holdings in Company
23 December 2015 Further working capital
30 December 2015 Trading Update
11 February 2014 Launch of Fitbug kik plan
26 March 2014 Group Sales Director
23 April 2014 Appointment of CEO and retail representative
30 April 2014 2015 loan extension
29 May 2014 Final Results
26 June 2014 Result of AGM
29 July 2014 Fitbug loan
30 September 2014 Interim Results
22 October 2014 Retail deals
28 October 2014 Share price
28 October 2014 Share price update
05 November 2014 Board change
05 November 2014 Director dealing
05 November 2014 Kiqplan
14 November 2014 Kiqplan samsung
26 November 2014 Loan extension
09 December 2014 Accelerate growth
19 December 2014 New retail deals
30 December 2014 Voting Rights
09 January 2013 Fitbug launches 3 products at CES
28 January 2013 Fitbug Secures £500,000 Loan
08 February 2013 Fitbug change of adviser
07 March 2013 Fitbug Signs Partnership Deals with Three Leading Wellness Businesses
09 April 2013 Secures £750,000 Loan on Attractive Terms
31 May 2013 Final Results and AGM Notice
20 June 2013 Fitbug carepass
27 June 2013 Result of AGM
15 August 2013 Entry Into Asian Markets
10 September 2013 Leap for life
20 September 2013 Interim Results
21 October 2013 Fitbug orb
11 December 2013 Fitbug loan
17 September 2012 Fitbug Air Announcement
27 September 2012 Fitbug Holdings Interim Results

Admission Document and Circulars

Proposed Acquisition of Bidstack Ltd

Admission Document - Proposed Acquisition of Bidstack Ltd


The Company's admission document can be found here

Circulars sent to shareholders within the past 12 months

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
  Nominees Report
  CVA Circular
29 June 2016 Proposed Placing and Notice of General Meeting




Company Secretary

Liam O'Donoghue,
One Advisory Limited,
201 Temple Chambers 3-7 Temple Avenue,

Nominated Adviser

SPARK Advisory Partners Limited,
5 St John's Lane,


10 Queen Street Place,


Neville Registrars Limited,
Neville House,
Steelpark Road,
B62 8HD


Peterhouse Capital Limited,
New Liverpool House,
15 Eldon Street,


Kepstorn Solicitors,
7 St James Terrace,
Lochwinnoch Road,
PA13 4HB


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Page last updated: 31 August 2018