Overview

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Key Information

Guild Esports PLC is incorporated under the laws of England and Wales under the company number 12187837. The Company's shares are traded on the main market of the London Stock Exchange under the ticker symbol GILD. The Company’s principal activity is to own and operate a popular and successful esports brand that will submit teams to compete in major esports competitions. The Company is headquartered in London, UK.

Total issued share capital of the Company: 622,317,362 shares at a par value of 0.001p each.

No securities are held in treasury. There are no restrictions on the transfer of shares.

Legal Entity Identifier: 213800IE96YMHXDJ7H92

Board of Directors

Jasmine Skee, Chief Executive Officer, Jasmine Skee has been in the esports business for the past 9 months, helping Guild tackle its strategic planning and define its vision. With her unique positioning within the company, Jasmine has been intrinsic in leading the Guild team from its London office and ensuring the business and its teams continue to see success. Involved in Guild’s day-to-day business and marketing strategy and execution, Jasmine also has developed valuable relationships with Sky and Subway and remains a key stakeholder.

Prior to her time with Guild, Jasmine developed an extensive toolkit over a lengthy career in marketing, including generating authentic business relationships, managing high-performing teams, creating expansive, creative marketing campaigns with direct market metrics and ROIs, and developing an extensive network of contacts throughout various industries.

Jasmine’s career spans sports, music, tech, gaming and entertainment. Her roles have included the UK lead at Snapchat where she delivered innovation with AR, and Three UK as director of propositions and products. Here she led a fast-thinking, agile and proactive approach to create products for Three’s customers that could capitalise on their IT transformation plus led the launch of 5G and signing the Chelsea Football Partnership.

Before her time at Three UK, Jasmine was the marketing director at Live Nation, where she developed the brand’s marketing strategy in the UK. Prior to this, she had 5 years at O2 where she held a pivotal role as head of music sponsorship. Here Jasmine helped launch and manage the then newly created O2 Priority moments ticketing programme, which included managing 15 music venues across the UK.

Jasmine is also a successful consultant, helping clients, both large and small, in areas including:

• Digital Transformation
• Sponsorship Strategy and Activation
• Brand Experience and Event Operations
• Brand Strategy and Influencer Strategy
• Organisational Design and Business Transformation

Throughout her career, Jasmine has been recognised for her contribution to the marketing and advertising industry. In 2011, Jas was ranked eighth by her peers in Event magazine’s Top 100 Club for her contribution to the industry. In 2010, she was named in the Hospital Club’s top 100 for emerging talent in the industry.

Franklin Derek Lew (known as Derek Lew), Non-Executive Chairman, Derek Lew is an active esports investor. Derek is a venture capital investor and is the President and CEO of Growthworks Capital Limited, one of Canada’s leading venture capital firms with over $900M (CAD) invested. He is a partner with Initio Capital Group Inc. a Vancouver BC early stage angel investment firm and a lawyer experienced in the areas of corporate, commercial and real estate law. Derek is the director of the Frank and Joan Lew Charitable Trust and the FJL Housing Society. He is a member of the Law Society of British Columbia and a Bachelor of Arts from the University of British Columbia and a Bachelor of Law from the University of Alberta.

Brian Stockbridge, Senior Independent Director, has over 20 years' experience in corporate finance, including direct investments and financing into companies, IPOs, capital raisings and mergers and acquisitions for both public and private companies. He is Chief Executive Officer of First Sentinel Corporate Finance Limited. He has held board positions on several public and private companies throughout his career, most notably with Rangers Football Club and Allegiance Insurance. Brian has also held director and management positions with Zeus Capital, Allenby Capital, Noble & Company and Grant Thornton. He served as a Regulator for the Panel on Takeovers and Mergers, where he presided a significant number of transactions, including many valued over £1bn.

Stephen Duval, Special Advisor to the Board. Mr Duval is a seasoned executive and financier with 25 years of experience in the sports, media and entertainment sectors in Europe and the US, where he has deployed and advised on deals with an aggregate value in excess of $5 billion.

Over his career, Mr Duval has built networks and businesses in areas of specific relevance for Guild's growth strategy. He is presently the CEO and Co-Founder of Empowerment IP, a rights monetisation firm that provides advisory services and strategic capital to IP holders across the above-mentioned sectors and directly advises on transactions involving celebrity equity, brand equity, globally recognised intellectual property and brand development. Prior to this, Mr Duval co-founded 23 Capital, the first sector branded and largest direct lender focused on sports, media and entertainment that was backed by billionaire George Soros, and which deployed approximately $3.7bn and made institutional capital a net return in excess of $2 billion.

Mr Duval has deep experience in the field of structuring and monetisation of IP assets and has worked with top sports and entertainment assets globally, including the Premier League, Tennis Australia, The NBA, NFL and NFL Players Association and entertainment multinationals Live Nation and AEG, amongst others. Mr Duval's experience in high-level transactions includes providing structuring and capital advisory to major groups including music giants Universal Music Group and Warner Music Group, as well as Oak View Group, a global sports and live entertainment development and investment company. He has also provided structuring and funding for European football transfers with an aggregate value over $2 billion, with clients including top-flight clubs Barcelona, Manchester United, and Real Madrid. Separately, he has co-created and co-structured digital IP deals with leading footballers, including Neymar da Silva Santos Jr and Lionel Messi.

Nathan Pillai, Special Advisor to the Board. Mr Pillai has more than two decades' experience as an operator, builder and investor of blue-chip sport and entertainment properties including Manchester United, FC Barcelona, Chelsea FC, Williams Racing, World Rally Championship and SailGP. He also has significant exposure to capital markets and high growth territories.

Mr Pillai is the Co-Founder and Managing Partner of Caerus Ventures ("Caerus"), an early stage investor and developer of key technologies transforming sport, music, entertainment and gaming. Caerus recently partnered with Swiss non-profit, the NEAR Foundation, to launch their first fund. Previously, Mr Pillai led M&A and new ventures across the sports and entertainment spectrum in his role as Head of Global Business Development at Endeavor-owned IMG. While at Endeavor, he sat on the board of FC Diez, the football media company established to operate the Champions League for UEFA's equivalent in Latin America, CONMEBOL.

Mr Pillai additionally served as the operating partner for Endeavor's early stage-investment into SailGP, the racing league owned by Oracle's Co-Founder and former CEO, Larry Ellison. In under three seasons he led a team which helped grow broadcast coverage to over 190 territories, increased commercial revenues, doubled the number of races and sold teams to the likes of F1 World Champion Sebastian Vettel. Mr Pillai's extensive experience across motor sport, the Middle East and transformative technologies aligns with Guild's strategic expansion into new growth territories and industries.

Corporate Information / Advisers

RNS Announcements

Reports and Shareholder Documents

 

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

• given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;

• the Board has established an audit committee and a remuneration committee comprising at least three non-executive directors. The terms of reference of these committees are as follows:

• the Company’s audit committee is comprised of Derek Lew and Jocelin Caldwell. The audit committee is to meet at least twice a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts; the effectiveness of the Company's internal controls and risk management systems; auditor reports; and terms of appointment and remuneration for the auditor; and

• the Company’s remuneration committee is comprised of Derek Lew and Brian Stockbridge. The remuneration committee is to meet at least twice a year and has as its remit the determination and review of, among others, the remuneration of executives on the Board and any share incentive plans of the Company.

• the FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and

• the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.

However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.

The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The Financial Conduct Authority will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in this Prospectus are themselves misleading, false or deceptive.

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