The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Guscio plc / Index: AIM / Epic:
GUSC.L / Sector: Software
23 September 2016
Guscio plc
(“Guscio”, the
“Company” or the “Group”)
Directorate
Appointment and Corporate Update
Guscio plc, the technology company focused on programmes in
physical literacy and sporting assessment, is pleased to announce a
corporate update including the appointment of a new director to the
Board, a senior management appointment, the merger of the Company’s
two trading subsidiaries and a proposed name change of the Company
to Sportsdata plc.
Board and Management Team
Appointments
The Company is pleased to announce the appointment of Professor
Michael Caine to the Board as
non-executive director and Mr. Jim
Morris as National Skills2Achieve (“S2A”) Development and
Distribution Manager, a non-board role.
As Dean and Professor of Sports Technology and Innovation at
Loughborough University and a founding
director of two university spin-out technology companies, Professor
Caine brings considerable experience in the growth and development
of innovative technology companies, as well as an extensive network
within the academic and commercial sport, education and technology
communities, to the role.
Professor Caine has co-founded two technology-based, university
spinout companies. He remains actively involved with
Progressive Sports Technologies Ltd, an innovation consultancy
providing research and development services to many of the world’s
leading sporting goods brands. In this capacity, he has
successfully commercialised and licensed products to companies
operating globally, generating revenues in excess of £25 million
for licensees. During his tenure with Loughborough University, Professor Caine has led
the development of an international postgraduate campus on the
Olympic Park in London and was the
inaugural Director of the Sports Technology Institute – one of the
most advanced R&D facilities specialising in the development
and validation of sporting goods. He successfully led
negotiations with Nanyang Technological
University and the Singaporean Economic Development Board,
which resulted in the creation of the Institute of Sports Research
in Singapore (a multi-million
pound initiative to create a centre of excellence within the
Southeast Asia region).
Over the course of his career, Professor Caine has received a
number of accolades including the Professional Engineering
Innovation Award in 2008, Ipso-TUM Academic Challenge Sports
Innovation Award in 2006 and the Medical Innovation of the Year
award in 2004. Professor Caine is currently Dean,
Loughborough University London and
Chair of the Board of Youth Sports Direct, the product development
and trading branch of the Youth Sport Trust (“YST”), the major
charity which together with Sportsdata (100% owned by Guscio) has
developed the Skills2Achieve (“S2A”) programme.
The Company is also pleased to welcome Mr. Jim Morris to the management team. In his
new role, Mr. Morris will oversee proposed the national roll-out of
S2A, with responsibility for its development and distribution to
support the Company and its partner, the YST, in the delivery of
the innovative programme. Mr. Morris was previously
Development Manager for the YST, working across six county areas
with sports co-ordinators and Head teachers to support the work
completed by Primary Subject Leaders of PE and Secondary Heads of
PE. Prior to this, Mr. Morris completed a BSc in Sports
Coaching and an MSc in Sport Psychology and then worked in Further
and Higher Education for 12 years.
Grant of warrants
As part of Professor Caine’s remuneration of his role as
non-executive director of Guscio, he has been issued with warrants
granting him the right to subscribe for up to 750,000 ordinary
shares of 0.1 pence each in the
Company (“Ordinary Shares”) at a price of 4
pence per Ordinary Share. The warrants will expire upon the
fifth anniversary of Professor Caine’s appointment.
Following the issue of the new warrants as detailed above, there
are warrants outstanding over 4,561,157 Ordinary Shares, equivalent
to 3.26 per cent. of the fully diluted share capital of the Company
as at the date of this announcement. At the date of this
announcement the Company has 135,304,535 Ordinary Shares in
issue.
Merger of Sportsdata and Dataplay
As detailed in the Company’s admission document dated
4 May 2016, prepared in connection
with the Company’s acquisitions of Sportsdata Limited
(“Sportsdata”) and Dataplay Holdings Limited (“Dataplay”), and
re-admission of the enlarged group to trading on AIM (the
“Admission Document”), one of the reasons for acquiring both the
Sportsdata and Dataplay businesses was, and remains, the fact that
there are considerable commercial synergies between both businesses
as they operate in the same sports technology sector.
Following their acquisitions, it has become apparent to the
directors of Guscio that the most efficient way to harness these
synergies and to save costs is to amalgamate both businesses within
one company. Consequently, the Dataplay business has now been
transferred to Sportsdata and, as such, all commercial activities
from the start of 1 October 2016, the
new financial year, will be conducted through Sportsdata. The
Directors consider that the merger of Sportsdata and Dataplay will
lead to a cost saving of approximately £10,000 for the group
annually.
Transfer of intellectual property
rights and assumption of indebtedness due to Starnevesse
Limited
As part of the acquisition of the Dataplay business by
Sportsdata, Sportsdata has, pursuant to the asset and business
purchase agreement between the parties dated 22 September 2016, acquired the business,
liabilities and the assets of Dataplay which includes the
assignment of the intellectual property rights of Dataplay. Such
intellectual property was previously acquired by Dataplay from
Starnevesse Limited (“Starnevesse”) pursuant to a deed of
assignment of intellectual property dated 18
March 2016 (as described in the Admission Document). As part
of the consideration payable by Sportsdata for the transfer of the
assets and business including the intellectual property rights from
Dataplay, Sportsdata agreed, with Starnevesse’s consent, to the
assumption of the outstanding indebtedness owed by Dataplay to
Starnevesse pursuant to the intellectual property assignment from
Starnevesse. The terms of repayment to Starnevesse remain
unchanged.
Starnevesse, is a company beneficially owned and controlled by
Richard Thompson (a director of
Guscio) as to 98.25 per cent., further details of which are set out
in the Admission Document. Since the publication of the Admission
Document, Dataplay has made an additional £40,000 payment to
Starnevesse in accordance with the terms of the intellectual
property assignment. The amount of the outstanding indebtedness to
Starnevesse now assumed by Sportsdata is £183,000.
Proposed Change of Name
The Board considers, particularly in light of the above merger
of the underlying businesses, that it is appropriate to change the
Company’s name to Sportsdata plc. A resolution
proposing this change of name will be included in the next Annual
General Meeting of the Company.
Guscio Managing Director, Gail
Ganney, said: “Securing first-class leadership is
central to our strategy to build a successful sport technology
company; we are therefore delighted to welcome Mike and Jim to the
team as we advance our next exciting phase of development.
With S2A at the core of this phase, Jim will be vital to its
roll-out, whilst also strengthening our partnership with the Youth
Sport Trust. Mike brings remarkable commercial experience
across technology, sports and enterprise and has built a
considerable network within the global sports and technology
community, which we are confident will prove a significant asset as
we continue to develop our product offering and explore
opportunities in the wider sports and technology industries.
“Our other corporate activities are also key to our
development. We believe the merger will create a more
streamlined and cost efficient business, whilst the name change
better reflects the Company’s core focus. We continue to work
hard on a number of other initiatives and look forward to updating
the market on further progress.”
Regulatory disclosures
Professor Michael (Mike) Peter
Caine, aged 44, is or has been a director of the following
companies in the past five years:
Current directorships |
Past directorships within the last 5
years |
- Progressive Sports Technologies Limited
- Youth Sport Direct Limited
- Centre for Engineering and Manufacturing Excellence LTD
|
|
Professor Caine was a director of I.M.T. Technologies Limited
when the company entered into a company voluntary arrangement on 11
October 1999. The company was put into a creditors’ voluntary
liquidation on 3 October 2000 and a
statement of affairs of the company as at 29
September 2000 estimated a total deficiency to creditors of
£241,909. The company was ultimately dissolved on 3 February 2003.
There are no other matters due to be disclosed pursuant to
schedule 2(g) of the AIM Rules for Companies in connection with
Professor Caine’s appointment.
**ENDS**
For further information, please visit http://www.guscioplc.com/
or contact:
Gail Ganney
Richard Thompson |
Guscio plc |
Tel: +44 (0) 1707 659111 |
|
|
|
David Worlidge
James Reeve
Liz Kirchner
Graham Bell |
Allenby Capital
Limited |
Tel: +44 (0) 20 3328 5659 |
|
|
|
Duncan Vasey
Lucy Williams |
Peterhouse Corporate
Finance |
Tel: +44 (0) 20 7220 9797 |
|
|
|
Lottie
Brocklehurst
Grace-Anne Marius |
St Brides
Partners |
Tel: +44 (0) 20 7236
1177 |
Notes to Editors
Guscio plc is an AIM quoted technology company focused on
tracking and assessing physical literacy and development in
children. Working in close partnership with the Youth Sport
Trust, a leading independent charity devoted to changing young
people’s lives through sport, its proprietary technology includes a
web-based programme, skills2achieve, which can track and assess
progress in physical literacy in schools; and a white-label
platform for the tracking, assessment and evidencing of impact in
sports.