URA HOLDINGS PLC

The following information is disclosed by URA Holdings plc (“URA” or “the Company”) in accordance with Rule 26 of the AIM Rules. These requirements were last reviewed and updated by the company on 27 September 2018.

BUSINESS DESCRIPTION

URA became an AIM Rule 15 cash shell on 20 December 2017 pursuant to which it must make an acquisition or acquisitions which constitute a reverse takeover (RTO) under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)). As the Company had not completed an acquisition or acquisitions which constitute a RTO under AIM Rule 14 before 21 June 2018 its shares were suspended from trading on that date.

However, on 21 June 2018 the Company announced it had signed non-binding heads of terms in connection with the proposed acquisition of Entertainment AI Limited ("EAI").  

Proposed Acquisition of Entertainment AI Limited

EAI has been formed to acquire 100% of Tagasauris, Inc. (“Tagasauris”) and the GTChannel, Inc. (the "GTChannel").  Both Tagasauris and GTChannel are USA incorporated companies.

Tagasauris has developed a patented “tagging” technology, which enables viewers of video clips to interact with the subject matter and purchase items highlighted in the video. Tagasauris is developing its proprietary technology via commercial relationships with some of the world’s largest entertainment and media companies. In addition, as announced earlier this year, Tagasauris is currently working with Water Intelligence plc (AIM:WATR.L) to create a sustainability channel on YouTube.  

The GTChannel operates an automotive lifestyle brand and channels across social media and digital outlets such as YouTube. It generates advertising revenue from Google based on GTChannel’s current base of approximately three billion and growing annual YouTube video views.  It also provides marketing campaigns for numerous automotive and consumer brands.  

The Directors believe that Tagasauris combined with the GTChannel as an entertainment platform will enable the GTChannel to further monetize and unlock value from its installed base of automotive viewers and brand relationships through the use of artificial intelligence and machine learning. With these core operating assets, the EAI platform will target the global direct-to-consumer market for car and lifestyle enthusiasts. It is EAI’s ambition to leverage this platform to take advantage of wider contextual commerce opportunities.

If completion of this acquisition and re-admission to trading on AIM does not occur prior to 20 December 2018, URA will have its listing upon AIM suspended pursuant to AIM Rule 40, and the Company will need to need to re-apply to AIM for admission to trading of its shares on AIM to be able to complete an RTO transaction.

BOARD OF DIRECTORS

Peter Redmond – Chairman

Peter Redmond is a corporate financier with over 30 years of experience in corporate finance and venture capital. He has acted on and assisted a wide range of companies to attain a listing over many years on the Unlisted Securities Market, the Main Market of the London Stock Exchange and AIM, whether by IPO or in many cases via reverse takeovers, across a wide range of sectors, ranging from technology through financial services to natural resources and, in recent years has done so as a director of the companies concerned. He was a founder director of Cleeve Capital plc (now Satellite Solutions Worldwide Group plc) and Mithril Capital plc (now Be Heard Group plc), both listed on AIM, and took a leading role in the reconstruction and refinancing of AIM-quoted Kennedy Ventures plc and 3Legs Resources plc (now SalvaRx Group plc). He is a director of Hemogenyx plc and Pires Investments plc.

Melissa Sturgess – Executive Director

Melissa Sturgess holds a BSc and an MBA and has many years of experience as a director of AIM and ASX quoted companies. She was most recently a key driver in the successful recapitalisation of Messaging International plc during 2016 which subsequently changed its name to SigmaRoc Plc, acquired a building materials business via a reverse takeover and raised £50 million from a range of investors in the Channel Islands and the UK. She is a director of Ananda Developments plc, Imperial Minerals plc and LB-Shell plc. 

Alex Gostevskikh – Non-Executive Director

Alex Gostevskikh MSc MBA, is a geologist with 28 years of experience in international mining and exploration for such commodities as gold, silver, antimony, mercury, and base metals. He has extensive corporate experience through his involvement with a number of listed companies on the AIM, TSE and NYSE markets. Alex is a QP member of the Mining and Metallurgical Society of America and acts as a Competent Person under the definitions of the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and as a Qualified Person under the AIM Note for Mining, Oil and Gas Companies.

CORPORATE GOVERNANCE

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. 

As an AIM listed company, the Company has chosen to adopt the QCA Code which contains a minimum standard of best practice corporate governance for AIM listed companies and for reporting corporate governance matters.

Click here to access the Company’s Corporate Governance Statement dated 26 September 2018.

Board Committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:

 



Audit Committee

Nomination Committee

Remuneration Committee

Peter Redmond

Director

YES

YES

YES

Melissa Sturgess

Director

NO

YES

YES

Alex Gostevskikh

Director

YES

NO

NO

Audit Committee

The purpose of the Audit Committee, which is chaired by Peter Redmond, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:

• to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company's performance;
• to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
• to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
• to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems; and
• to reviewthe need for an internal audit function.

Nomination Committee

The purpose of the Nomination Committee which is chaired by Melissa Sturgess is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The key terms are as follows:

• to regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
• to prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
• to satisfy itself with regard to succession planning.

Remuneration Committee

The purpose of the Remuneration Committee, which is chaired by Peter Redmond, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of Directors. The key terms are as follows:

• to determine and agree with the Board the framework or broad policy for the remuneration of both Executive and Non-Executive Directors;
• to determine the total individual remuneration package of each Director including, where appropriate, bonuses, incentive payments and share options;
• to determine targets for any performance related pay schemes; and
• to determine the policy for and scope of pension arrangements for full-time Executive Directors.

A base Director fee of £12,000 per annum is in place to ensure corporate overheads are kept to a minimum. 

COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION

URA is incorporated and registered in England with company number 5329401. 
The Company’s registered office is 6th Floor, 60 Gracechurch Street, London EC3V 0HR
The Company is subject to the UK Takeover Code. 
The Company's main country of operation is the United Kingdom.

CONSTITUTIONAL DOCUMENTS

The Company’s Articles of Association:

Articles of Association

SHAREHOLDER INFORMATION

Shares

The Company's shares are admitted to trading on AIM, but are currently suspended from trading pending completion of a reverse takeover that will allow re-admission to trading.

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 267,611,581 

Total Voting Rights 267,611,581 

Percentage issued share capital not in public hands is 26.3%.

Significant Shareholders

As of 27 September 2018 the Company 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 %

Estes Limited

37,103,611

13.87

Spreadex Ltd

15,555,556

5.81

D. C. Steinpreis

10,000,000

3.74



The directors of URA have the following beneficial interests in the Company

Shareholder name

Number of shares

Holding %

Melissa Sturgess

24,322,222

9.09

Peter Redmond

11,111,111

4.15

Alex Gostevskikh

6,666,667

2.49

 

FINANCIAL INFORMATION

Annual and Interim Reports

Annual Report & Financial Statements, 30 June 2018 (562Kb)

Interim report for the period ending 31 Dec 2017  (110Kb)

Annual Report & Accounts, 30 June 2017  (162Kb)

Interim report for the period ending 31 Dec 2016  (45Kb)

Annual Report & Accounts, 30 June 2016 and Notice of AGM (189Kb)

Interim report for the period ending 31 Dec 2015  (45Kb)

Annual Report & Accounts, 30 June 2015  (169Kb)

Interim report for the period ending 31 Dec 2014  (36 Kb)

Annual Report & Accounts, 30 June 2014  (174Kb)

Interim report for the period ending 31 Dec 2013  (9 Kb)

Annual Report & Accounts, 30 June 2013  (351 Kb)

Interim report for the period ending 31 Dec 2012  (168 Kb)

Annual Report & Accounts, 30 June 2012  (324 Kb)

Interim report for the period ending 31 Dec 2011  (181 Kb)

Annual Report & Accounts, 30 June 2011  (211 Kb)

Interim report for the period ending 31 Dec 2010  (304 Kb)

 

 

COMPANY ANNOUNCEMENTS

22 November 2018

Result of AGM

7 November 2018

Update on Proposed Acquisition

29 October 2018

Notice of Annual General Meeting

 

18 October 2018

Final Results

2 October 2018

Exercise of Warrants

25 July 2018

Exercise of Warrants

21 June 2018

Statement re Suspension

14 May 2018

Exercise of Options

02 May 2018

Director/PDMR Shareholding

29 Mar 2018

Interim Report for the Period Ending 31 Dec 2017

 

ADVISERS

Nominated Adviser and Broker

Northland Capital Partners Limited 
40 Gracechurch Street, 2nd Floor
London EC2V 0BT

Auditor

UHY Hacker Young 
4 Thomas More Square
London E1W 1YW

Joint Broker

 

Peterhouse Corporate Finance Limited
New Liverpool House 
15 Eldon Street
London EC2M 7LD 

Solicitors

 

Memery Crystal

165 Fleet Street

London EC4A 2DY

Registrar

Computershare Investor Services plc 
PO Box 82, the Pavillions 
Bridgwater Road 
Bristol BS99 7NH