THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE, SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.
1 June 2021
Pioneer Media Holdings Inc.
("Pioneer" or the "Company")
Admission to the Access Segment of the AQSE Growth Market
Pioneer is pleased to announce that trading of its shares consisting of 55,536,433 Common Shares of no par value will commence trading at 8.00 a.m. today on the Access segment of the AQSE Growth Market, with ISIN number CA7237472005. The Company is dual listed on both the Canadian Securities Exchange ("CSE") and the AQSE Growth Market (CSE: PNER, AQSE: PNER).
The Company also announces that it has raised
Pioneer is an investment company whose primary objective is to invest its funds for purposes of generating returns from capital appreciation and investment income. It intends to accomplish these goals through the identification of and investment in securities of private and publicly listed entities that are involved in or connected with the eSport and mobile gaming industries. Investments will be acquired and held for short-term gains, income generation, or long-term capital appreciation, dependent upon the specific investment. The paramount goal of the Company will be to generate maximum returns from its investments.
Pioneer operates as an investment company, rather than an investment fund. That is, the Company intends to be active in managing its investments and active with respect to each entity in which it holds an interest. It will do this by doing one or more of (i) holding a significant equity interest, (ii) having representation on the board of directors, or observer status on board meetings and matters, (iii) appointing an advisor to the advisory board; (iv) appointing a member of management, (v) imposing restrictions on the management, or holding approval or veto rights over decisions made by management, and (vi) having a right to restrict transfer of shares of other shareholders, or the right to issue new shares.
Michael Edwards - CEO & Director
Mr. Edwards has a wealth of experience in building and scaling technology companies in private and public markets, including the following: (i) co-founded AreaConnect.com, a consumer content company which was acquired by Marchex, a Nasdaq listed company, in 2008; (ii) invested in early-stage consumer companies such as Punch'd (later acquired by Google), Wander (later acquired by Yahoo), Summify (later acquired by Twitter), BlueBat Games (later acquired by Novomatic Group, Retsly (later acquired by Zillow) and Password Box (later acquired by Intel); (iii) co-founded LX Ventures, a publicly listed consumer internet foundry that acquired and scaled Mobio Technologies; (iv) co-founded Growlab, a seed-stage accelerator focussing on consumer-facing digital product. Growlab later merged with Extreme Startups to create
Mark Rutledge - Director
Mr. Rutledge has over 25 years of experience as a serial entrepreneur, C-level executive and strategic adviser with a particular expertise in structuring and financing early-stage start-ups. In the initial stages of his career, Mr. Rutledge practised securities and entertainment law, acting for clients such as Viacom, Disney, Paramount, Time Warner, and Canal+, and arranging over
Darcy Taylor - Director
Mr. Taylor has over 20 years of senior executive experience building successful companies and brands spanning,
Andrew Stewart - CFO & Corporate Secretary
Mr. Stewart is a Chartered Professional Accountant providing accounting services to private and public companies. Mr. Stewart has over 20 years of experience working as a financial manager and controller within resource based industries, technology, shell corporations, and early stage start-up enterprises. Mr. Stewart holds a Bachelors of Commerce (Accounting) from the University of
As of the date of this announcement, Pioneer holds investments in 10 companies, as described below:
1. The Drops eSports Inc.
The Company holds 6,666,667 common shares of The Drops Esports Inc. ("Drops"), which represents approximately 5.7% of the issued and outstanding common shares of Drops. The shares of Drops were acquired for
2. The Dibs eSports Corp.
The Company holds a
The note is convertible into shares of Dibs; and if converted the Company would own approximately 3% of the issued and outstanding common shares of Dibs. Such shares of Dibs are estimated to have a current value of
3. Guild eSports Plc
The Company holds 31,000,000 ordinary shares Guild Esports plc ("Guild"), which represents approximately 6.3% of the issued and outstanding ordinary shares of Guild. The Company acquired 3,000,000 ordinary shares at
4. Googly eSports Plc
The Company holds 19,000,000 ordinary shares of Googly eSports Plc ("Googly"), which represents approximately 15.4% of the issued and outstanding ordinary shares of Googly. In October 2019 the Company acquired 3,000,000 ordinary shares at
5. Diemens eSports Pty Ltd.
The Company holds 3,333,333 common shares of Diemens eSports Pty Ltd. (formerly The Cubs eSports Pty Ltd.) ("Diemens") which it acquired at AUD$0.015 per share for
6. Dynasty eSports Pte Ltd.
The Company holds 272,154 common shares of Dynasty eSports Pte Ltd. ("Dynasty"), which represents approximately 10% of the issued and outstanding common shares of Dynasty. In October 2019 the Company acquired 95,686 common shares at
7. Leaf Mobile Inc.
The Company owns 20,110,328 common shares in the capital of Leaf Mobile Inc. ("Leaf"). In March 2020 the Company (through PAI) acquired 10,000,000 common shares for nominal consideration of
8. Formation Esports SaS
The Company holds 12,500,000 common shares of Formation eSports SaS ("Formation"), which represents approximately 7.5% of the issued and outstanding common shares of Formation. In September 2020, the Company acquired 10,000,000 common shares for nominal consideration (
9. Blue Star Capital Plc
The Company holds 114,583,333 ordinary shares of Blue Star Capital Plc ("Blue Star"), which represents approximately 2.3% of the issued and outstanding ordinary shares of Blue Star. The shares were acquired for aggregate consideration of
10. NFT Investments Plc
The Company holds 5,000,000 ordinary shares of NFT Investments Plc ("NFT"), which represents approximately 0.5% of the issued and outstanding ordinary shares of NFT. The shares were acquired at
Information pursuant to AQSE Access Rule 6.2
The information published in the Company's Listing Statement in accordance with CSE's rules are incorporated by reference to this announcement. The Listing Statement is available at https://webfiles.thecse.com/sedar_filings/00047225/2104091549051548.pdf.
Further information is available on the Company's website at https://pioneermedia.co/ and under the Company's SEDAR profile at www.sedar.com. The telephone number of Pioneer's registered office is +44 (0) 203 989 2222. The Company's Registry ID is BC1251568 and Business Number is 785823485.
There is no provision of the Company's articles of association that would have an effect of delaying, deferring or preventing a change in control of the Company.
A Lock-in Agreement entered into between (1) Michael Edwards, Pioneer Financial Holdings Inc., Marallo Holdings Inc., Julie Hamilton, Mark Rutledge, Darcy Taylor, Andrew Stewart, Olivia Edwards and DJF Capital Inc. ("Directors and Shareholders") (2) First Sentinel Corporate Finance Limited ("First Sentinel") and (3) the Company ("Lock-In Agreement") pursuant to which the Directors and Shareholders have agreed with First Sentinel and the Company not to dispose of any Common Shares held by them for a period of 12 months from admission to the Access Segment of the AQSE Growth Market ("Lock-In Period"). Certain disposals are excluded from the Lock-In Agreement including those relating to acceptance of a general offer made to all shareholders, pursuant to a court order, in the event of the death of a Director and/or Shareholder or as otherwise agreed to by First Sentinel. The Lock-In Agreement also contains covenants given by the Directors and Shareholders to use their reasonable endeavours to ensure that any persons deemed to be connected with them also adhere to the terms of the Lock-In Agreement.
Michael Edwards, Marallo Holdings Inc. and Pioneer Financial Holdings, Inc. (the "Covenantors"), First Sentinel and the Company entered into a Relationship Agreement to regulate the relationship between the Company and the Covenantors with effect from Admission. The Relationship Agreement contains customary terms and conditions, including a requirement that any transactions or arrangements proposed to be entered into between any Covenantor or his associates and the Company be transacted on arms' length terms and approved by the Directors other than any interested Covenantor who is also a Director. The Relationship Agreement will remain in full force and effect so long as the Covenantors' aggregate shareholding in the Company exceeds 20 per cent.
Corporate Adviser Agreement
An AQSE Corporate Adviser agreement between the Company pursuant to which the Company has appointed First Sentinel to act as corporate adviser and broker to the Company on an on-going basis following Admission for which the Company agreed to pay a fee of
The Directors who have sought and received appropriate legal advice, are of the opinion that the Company is currently not subject to the Alternative Investment Fund Managers Directive (AIFMD) and accordingly is at present not required to be registered as an Alternative Investment Fund (AIF) under AIFMD; and that Admission will not of itself trigger an obligation so to register, given that its activities and management and control are outside the
Aquis Rule Compliance Committee
In addition to the Audit Committee, the Company has set up an Aquis Rule Compliance Committee, which will meet not less than four times a year.
The Company executed a warrant instrument pursuant to which the Company authorised the grant of 555,364 warrants over common shares at 45p per share for an exercise period of five years under which it will grant warrants to First Sentinel on Admission.
CREST and Depositary Interests
CREST is a paperless settlement system allowing securities to be transferred from one person's CREST account to another without the need to use securities certificates or written instruments of transfer. Securities issued by non-
The Company's articles of association permit the holding and transfer of Common Shares and the Depositary Interests under CREST. With effect from Admission, it will be possible for CREST members to hold and transfer interests in Common Shares within CREST pursuant to a Depositary Interest arrangement established by the Company.
The Common Shares will not themselves be admitted to CREST. Instead, the Depositary, acting as depositary, will issue Depositary Interests in respect of the underlying Common Shares. The Depositary Interests will be independent securities constituted under English law which may be held and transferred through CREST. Depositary Interests will have the same international security identification number (ISIN) as the underlying Common Shares and will not require a separate listing on the Official List. The Depositary Interests will be created and issued pursuant to the Deed Poll, which will govern the relationship between the Depositary, as depositary, and the holders of Depositary Interests.
Application has been made for the Depositary Interests in respect of the underlying Common Shares to be admitted to CREST with effect from Admission.
On 20 May 2021 the Deed Poll was executed by the Depositary.
The Depositary Interests will be created pursuant to and issued on the terms of the Deed Poll. The Deed Poll is executed by the Depositary, in favour of the holders of the Depositary Interests from time to time. Prospective holders of Depositary Interests should note that they will have no rights against Euroclear or its subsidiaries in respect of the underlying Common Shares or the Depositary Interests representing them. Common Shares will be transferred to an account of the Depositary or its nominated custodian (Custodian) and the Depositary will issue Depositary Interests to participating members.
Each Depositary Interest will be treated as one Common Share for the purposes of determining, for example, eligibility for any dividends. The Depositary will pass on to holders of Depositary Interests any stock or cash benefits received by it as holder of Common Shares on trust for such Depositary Interest holder. Depositary Interest holders will also be able to receive from the Depositary notices of meetings of holders of Common Shares and other information to make choices and elections issued by the Company to the Shareholders.
In summary, the Deed Poll contains, amongst other things, provisions to the following effect:
· the Depositary will hold (itself or through the Custodian), as bare trustee, the underlying securities issued by the Company and all and any rights and other securities, property and cash attributable to the underlying securities for the time being held by the Depositary or Custodian pertaining to the Depositary Interests for the benefit of the holders of the Depositary Interests. The Depositary will re-allocate securities or distributions allocated to it or the Custodian pro rata to the Common Shares held for the respective accounts of the holders of Depositary Interests but will not be required to account for fractional entitlements arising from such re-allocation;
· holders of Depositary Interests warrant, amongst other things, that the securities in the Company transferred or issued to the Depositary or Custodian for the account of the Depositary Interest holder are free and clear of all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Company's articles of association or any contractual obligation, or applicable law or regulation binding or affecting such holder;
· the Depositary and any Custodian must pass on to Depositary Interest holders, or exercise on their behalf, all rights and entitlements received by the Depositary or the Custodian in respect of the underlying securities. Rights and entitlements to cash distributions, to information, to make choices and elections and to attend and vote at meetings shall, subject to the Deed Poll, be passed on in the form which they are received, together with amendments and additional documentation necessary to effect such passing-on, or exercised in accordance with the Deed Poll. If arrangements are made which allow a holder to take up rights in the Company's securities requiring further payment, the holder must put the Depositary or its appointed agent in cleared funds before the relevant payment date or other date notified by the Depositary if it wishes the Depositary to exercise such rights;
· the Depositary will be entitled to cancel Depositary Interests and treat the holders as having requested a withdrawal of the underlying securities in certain circumstances including where a Depositary Interest holder fails to furnish to the Depositary such certificates or representations as to material matters of fact, including his identity, as the Depositary deems appropriate;
· the Deed Poll contains provisions excluding and limiting the Depositary's liability to the lesser of the value of the Common Shares, cash and property represented by the Depositary Interests at the relevant date and
· the Depositary is entitled to charge holders of Depositary Interests reasonable fees and expenses for the provision of its services under the Deed Poll;
· the holders of Depositary Interests are required to agree and acknowledge with the Depositary that it is their responsibility to ensure that any transfer of Depositary Interests by them which is identified by the CREST system as exempt from stamp duty reserve tax is so exempt, and to notify the Depositary if this is not the case, and to pay to Euroclear any interest, charges or penalties arising from non-payment of stamp duty reserve tax in respect of such transaction;
· the Depositary is entitled to make deductions from any income or capital arising from the underlying securities, or to sell such underlying securities and make deductions from the sale proceeds therefrom, in order to discharge the indemnification obligations of Depositary Interest holders;
· the Depositary may terminate the Deed Poll by giving 30 days' notice. During such notice period holders may cancel their Depositary Interests and withdraw their deposited property and, if any Depositary Interests remain outstanding after termination, the Depositary must, among other things, deliver the deposited property in respect of the Depositary Interests to the relevant Depositary Interest holders or, at its discretion, sell all or part of such deposited property. It shall, as soon as reasonably practicable, deliver the net proceeds of any such sale, after deducting any sums due to the Depositary, together with any other cash held by it under the Deed Poll pro rata to holders of Depositary Interests in respect of their Depositary Interests; and
· the Depositary or the Custodian may require from any holder information as to the capacity in which Depositary Interests are or were owned and the identity of any other person with or previously having any interest in such Depositary Interests and the nature of such interest and evidence or declarations of nationality or residence of the legal or beneficial owners of Depositary Interests and such information as is required for the transfer of the relevant Common Shares to the holders. Holders agree to provide such information requested and consent to the disclosure of such information by the Depositary or Custodian to the extent necessary or desirable to comply with their legal or regulatory obligations. Furthermore, to the extent that the Company's articles of association require disclosure to the Company of, or limitations in relation to, beneficial or other ownership of the Company's securities, the holders of Depositary Interests are to comply with the Company's instructions with respect thereto.
It should also be noted that holders of Depositary Interests may not have the opportunity to exercise all of the rights and entitlements available to holders of the Common Shares including, for example, the ability to vote on a show of hands. In relation to voting, it will be important for holders of Depositary Interests to give prompt instructions to the Depositary to vote the underlying shares on their behalf.
Depositary Services and Custody Agreement
The Company has entered into a depositary services and custody services agreement between the Company and the Depositary (Depositary Agreement). The Depositary Agreement relates to the Depositary's appointment as Depositary and Custodian in relation to the Common Shares, including the issue and cancellation of depositary interests and maintaining the Depositary Interests register.
The depositary services and custody services are for a period of three years and then is terminable on not less than six months' notice. On termination, the parties agree to phase out the Depositary's operations in an efficient manner without adverse effect on members and the Depositary shall deliver to the Company (or as it may direct) all documents and other records relating to the Depositary Interests which is in its possession and which is the property of the Company.
CREST the paperless share settlement system and system for the holding and transfer of shares in uncertified form in respect of which Euroclear
Deed Poll the deed poll dated 20 May 2021 made by the Depositary.
Depositary Computershare Investor Services PLC registered in
Depositary Interests depositary interests issued in uncertificated form by the Depositary on the terms and conditions of the Deed Poll and each representing one Common Share.
The directors of the Company accept responsibility for the contents of the announcement.
For further information, please contact:
Pioneer Media Holdings Inc.
Michael Edwards, CEO & Director
First Sentinel Corporate Finance Limited
Brian Stockbridge / Gabrielle Cordeiro
Tel: +44 (0) 207 183 7407 (