21 May 2021
Location Sciences Group PLC
("Location Sciences" or the "Company")
Result of General Meeting, Issue of Equity and Total Voting Rights
Result of General Meeting
The Company is pleased to announce that at its General Meeting held earlier today in connection with the proposed fundraise and Board changes announced on 4 May 2021, all Resolutions were put to the meeting and were duly passed. The voting results from the General Meeting are included at the end of this announcement.
Issue of new Ordinary Shares in consideration for cancellation of warrants
The Company announces that it has also agreed with the existing warrant holder in the Company to surrender all warrants over Ordinary Shares issued pursuant to the warrant instrument dated 12 December 2016, in consideration for the issue and allotment of 5,000,000 new Ordinary Shares at 0.2 pence per new Ordinary Share in the Company (the "Warrant Cancellation Shares"). The Warrant Cancellation Shares will be issued utilising the Company's existing share authorities put in place at the Company's annual general meeting held on 9 April 2020 and by way of a subscription with the Company.
Admission of New Ordinary Shares
Application has been made to the London Stock Exchange for 2,017,750,000 new Ordinary Shares, which comprises the Placing Shares, the Subscription Shares, the Fees Shares (excluding 42,500,000 Fees Shares in respect of the second year's fees of the Proposed Directors), the Broker Option Shares and the Warrant Cancellation Shares, to be admitted to trading on AIM. It is anticipated that Admission will occur and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 25 May 2021.
Total Voting Rights
Following Admission, the Company will have 2,605,087,398 Ordinary Shares in issue. The Company holds no shares in treasury. Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 2,605,087,398.
Shareholders may use this figure of 2,605,087,398 as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
A separate announcement will be made relating to the planned Board changes which will become effective immediately following Admission.
A copy of this announcement is available on the Company's website https://www.locationsciencesgroup.ai/investor-relations/rns-news-alerts/.
Terms defined in the circular to shareholders published by the Company on 4 May 2021 shall have the same meanings when used in this announcement.
For further information please contact:
Location Sciences Group PLC via Milk & Honey PR
Mark Slade, Chief Executive Officer
David Rae, CFO and Commercial Director
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0)20 3328 5656
David Hart
David Worlidge
Turner Pope Investments (TPI) Ltd (Placing Agent) Tel: +44 (0)20 3657 0050
James Pope
Andy Thacker
Peterhouse Capital (Broker) Tel: +44 (0) 20 7220 9791
Charles Goodfellow
Eran Zucker
Milk & Honey PR Tel: +44 (0)20 3637 7310
Kirsty Leighton
Jessica Ballinger
| No. | Resolution
| For* | Against |
| 1 | To approve the waiver granted by the Panel on Takeovers and Mergers described in the Circular. | 91.2% | 8.8% |
| 2 | To grant the Directors authority to allot equity securities in the Company in the amounts set out in the Notice of General Meeting. | 91.2% | 8.8% |
| 3 | To grant the Directors authority to allot equity securities in the Company for cash as if section 561 of the Act did not apply in the amounts set out in the Notice of General Meeting. | 91.2% | 8.8% |
| 4 | To elect Simon Wilkinson as a Director with effect from Admission. | 95.6% | 4.4% |
| 5 | To elect Dr Nigel Burton as a Director with effect from Admission. | 95.6% | 4.4% |
* Includes proxies received to be voted at the discretion of the Chairman.
About Location Sciences Group PLC:
Location Sciences is the pre-eminent global location verification provider to the $160 billion digital advertising industry. Working in partnership with brands, media agencies and suppliers to reduce ad-wastage and improve the effectiveness of location-based advertising campaigns.
The digital advertising market-place remains unregulated and un-monitored, with an estimated $19 billion wasted on ad-fraud in 2018. Location Sciences has developed Verify, the world's first independent location verification product. Utilising sophisticated machine learning and pattern recognition technologies, Verify detects location ad-fraud and shines a light on location data inaccuracy with the aim of bringing back integrity, transparency and trust to the market place.
Rule 26 website: www.locationsciencesgroup.ai
Verify website: www.locationsciences.ai
LinkedIn: https://www.linkedin.com/company/locationsciences
Twitter: @LocationSci
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