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: 514,617,362 shares at a par value of 0.001p each.
53.1% of the issued capital is not held in public hands.
No securities are held in treasury.
There are no restrictions on the transfer of shares.
Legal Entity Identifier: 213800IE96YMHXDJ7H92
Board of Directors
Carleton Curtis, Executive Chairman (Age 44), is a global media executive with an established record of multi-platform innovation and growth across esports, sports and entertainment properties. Prior to Guild Esports, Mr. Curtis served as Vice President, Programming at Activision Blizzard since 2017 and was responsible for the global strategy and vision of the Overwatch League, Call Of Duty League, and Major League Gaming. Prior to joining Activision Blizzard, he led the esports division at Red Bull as Program Director, overseeing business operations, partnerships, programming, live events, teams & athletes, social media, and marketing.
Before entering the esports industry in 2015, Mr. Curtis spent seven years at Fox Sports Media Group in Los Angeles, CA. From 2013 to 2015, he served as Senior Director, Digital Strategy at Fox Sports Digital where he led strategic operations including audience development, partnerships, distribution, and marketing. In that position, Mr. Curtis served as the chief digital liaison between the UFC, Red Bull Media House, and Street League Skateboarding, including digital support for incoming partners FIFA and the USGA. From 2008 to 2013, Mr. Curtis served as Director, Digital Media & Marketing at Fuel TV, a division of Fox Cable Networks, later FS2. Mr. Curtis holds a B.A. in Mass Communications and English from the University Of California at Berkeley.
Kalum (Kal) Lee Hourd, Chief Executive Officer (Age 44), is an experienced esports entrepreneur with more than 20 years' leadership roles at growth businesses. He was previously an advertising executive with Directwest Limited, where he led a team that worked directly with large corporate advertisers across Canada and the US, and increased Directwest’s national portfolio by 140%.
As Vice President for Montana Homes Limited, he oversaw its growth over a sustained period, including growth of 55% between 2018 and 2019.
James Savage, Executive Finance Director (Age 30) is a member of the Association of Chartered Certified Accountants. James is the Company’s Finance Director and will be responsible for managing the financial risks of the Company and for financial planning and record-keeping, as well as financial reporting to the Board. He spent seven years at PKF Littlejohn LLP, most recently as a manager in the Capital Markets team. He has provided financial audit, corporate finance and business valuation services to a range of companies, across various capital markets in the UK, US and Canada.
Franklin Derek Lew (known as Derek Lew), Non-Executive Director (Age 50) Derek Lew is an active esports investor and the Chairman of Blue Star Capital PLC (BLU:AIM). 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.
Andrew Drake, Non-Executive Director (Age 34) is a seasoned esports entrepreneur and operator. Andrew is the founder of Bad Moon Talent LLC, a leading esports talent management and consulting company based in Los Angeles. Prior to founding Bad Moon Talent LLC, Andrew contributed to numerous marketing and esports initiatives within Activision, Blizzard and Major League Gaming, including the launches of the Call of Duty World League and the Overwatch League. Most recently he worked at Activision Blizzard Esports with a focus on creative content building and talent management/negotiations across several professional sports leagues.
David Scott Gardner, Non-Executive Director (Age 43) is Managing Director of DB Ventures Ltd, and oversees David Beckham’s commercial businesses, partnerships and global brand management. He is a director of a number of businesses in David Beckham’s portfolio including the Seven Global joint venture with Global Brands Group and Studio 99, the content studio and production company. Aside from brand and business management, he partners with David Beckham to support the growth of Inter Miami CF, the newest MLS franchise, in which Beckham is a co-owner. David was a professional footballer in his early career and met Beckham when both were youth team players at Manchester United. He went on to launch several entrepreneurial operations which managed commercial rights for players, rights holders and brands. He has been a participant in a number of investments that have launched luxury and lifestyle brands both in the UK and globally. He has also served as executive producer on a number of highly successful documentaries including Class of 92.
Simon Walters, Non-Executive Director (Age 57) is a qualified chartered accountant with extensive board level experience in industry and finance and as a non executive director at several Uk public companies. He previously served as finance director of the privately-held Molyneux property group, whose interests included 52 per cent of listed Molyneux Estates plc; Shani, UK clothing manufacturer; and Wood Hall Securities, a private equity group. Simon has also been a non-executive director of AIM-quoted Bilston & Battersea Enamels plc, finance director of the Fish! chain of restaurants, and director of NetFM, an internet radio station where he headed a consortium of backers; finance director of AIM-quoted AFC Energy plc and Neville Porter plc, and finance director of main market-listed OTAQ plc. Since 2003, Simon has provided finance director services to a portfolio of listed and unlisted companies in various sectors, currently through Headline FD Limited, of which he is a director.
Christopher Sullivan, Non-Executive Director (Age 63), retired from his role as Chief Executive of the Corporate & Investment Bank at Santander UK at the end of 2018, having successfully built and grown the business over three years to comply with the UK Banking Reform standards. Prior to joining Santander, Chris had spent 40 years with the Royal Bank of Scotland and NatWest in various senior management roles with 11 years on the Group executive committee which included heading up Corporate Banking, Retail Banking, Direct Line / Insurance businesses and Retail Direct Division culminating in appointment to his final role with the Group as the Deputy Group Chief Executive.
Chris is currently a director of Cannaray Ltd, one of Europe's leading CBD businesses and the deputy chairman of law firm DWF plc. Throughout his career, Chris has focussed on building new propositions and businesses, e.g. WorldPay, Direct Line Group, RBS Aviation Capital and Lombard – businesses sold and valued in excess of £20bn.
Corporate Information / Advisers
Company Secretary: James Stephen Savage
Guild Esports PLC
Room 4, 1st Floor
50 Jermyn Street
Zeus Capital Limited
82 King Street
Mirabaud Securities Limited
10 Bressenden Place
Solicitors to the Company
16 Great Queen Street
Auditors and Reporting Accountants
PKF Littlejohn LLP
15 Westferry Circus
Computershare Investor Services PLC
27 Dover Street
22 October 2020
|Exercise of Warrants||
|21 October 2020||Guild Esports signs Valorant team||
19 October 2020
Exercise of Warrants
|19 October 2020||
£3.6m Sponsorship Deal Agreed
|29 September 2020||Publication of Prospectus|
|22 September 2020||Terms and Conditions of Placing|
|9 September 2020||Intention to Float|
Reports and Shareholder Documents
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 Simon Walters (as committee chair), Christopher Sullivan and Andrew Drake. 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 Christopher Sullivan (as committee chair), Simon Walters and Andrew Drake. 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.