Milestone Group plc: Your Virtual Digital Department
Licence Agreement, Issue of Equity & Total Voting Rights
Milestone Group Plc
(“Milestone” or the “Company”)
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. 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. 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. 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:
Current percentage holding Resultant percentage holding
Deborah Jane White 34,883,774 (15.21%) 34,883,774 (14.63%)
HBS 049 Limited 30,000,000 (13.08%) 30,000,000 (12.58%)
Cormac Crawford 18,954,772 (8.26%) 18,954,772 (7.95%)
Brett J. Desmond (all held by
Aurum Nominees Ltd) 15,729,204 (6.86%) 15,729,204 (6.60%)
Martin King 13,667,049 (5.96%) 13,667,049 (5.73%)
BGP Global Services - 9,090,909 (3.81%)
Lynchwood Nominees Ltd 9,083,489 (3.96%) 9,083,489 (3.81%)
(“Milestone” or the “Company”)
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. 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. 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. 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:
Current percentage holding Resultant percentage holding
Deborah Jane White 34,883,774 (15.21%) 34,883,774 (14.63%)
HBS 049 Limited 30,000,000 (13.08%) 30,000,000 (12.58%)
Cormac Crawford 18,954,772 (8.26%) 18,954,772 (7.95%)
Brett J. Desmond (all held by
Aurum Nominees Ltd) 15,729,204 (6.86%) 15,729,204 (6.60%)
Martin King 13,667,049 (5.96%) 13,667,049 (5.73%)
BGP Global Services - 9,090,909 (3.81%)
Lynchwood Nominees Ltd 9,083,489 (3.96%) 9,083,489 (3.81%)
For further information, please contact:
Milestone Group Plc
Deborah White, Chief Executive Tel: 020 7929 7826
Strand Hanson Limited, NOMAD
Richard Tulloch / David Altberg Tel: 020 7409 3494
Hybridan LLP, Broker
Claire Louise Noyce Tel: 020 7947 4350
College Hill, PR
Jamie Ramsay Tel: 020 7457 2020
Milestone Group Plc
Deborah White, Chief Executive Tel: 020 7929 7826
Strand Hanson Limited, NOMAD
Richard Tulloch / David Altberg Tel: 020 7409 3494
Hybridan LLP, Broker
Claire Louise Noyce Tel: 020 7947 4350
College Hill, PR
Jamie Ramsay Tel: 020 7457 2020
Copyright Milestone Group PLC 2010 | Registered in England & Wales, Company Number 4689130
