REG - B90 Holdings PLC - Acquisition

B90 HoldingsAnnouncement

22/12/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211222:nRSV4133Wa&default-theme=true

RNS Number : 4133W  B90 Holdings PLC  22 December 2021

For release: 07.00, 22 December 2021

 

B90 Holdings plc

("B90", the "Company" or "Group")

 

Acquisition of Spinbookie and Subscription to raise £596,800

 

B90 Holdings plc (AIM: B90), the online marketing and operating company for
the gaming industry, announces that it has entered into an agreement with
Entercreation Limited (the "Vendor") to acquire certain assets, including the
domain, business IP, and 100% of the operations of Spinbookie.com
("Spinbookie"), an online sportsbook and casino (the "Acquisition").

 

The Company is also pleased to announce that it has raised £596,800 (before
expenses) through a subscription of 4,973,333 new ordinary shares of no par
value in the capital of the Company ("Ordinary Shares") (the "Subscription
Shares") with certain existing investors at a price of 12 pence per Ordinary
Share (the "Issue Price") (the "Subscription").  The Issue Price represents a
premium of 17% to yesterday's closing mid market price per Ordinary Share,
being the last practicable business day prior to this announcement, of 10.25
pence.

 

The Acquisition

 

Spinbookie is a newly established fully operational website operating on
BetConstruct, an industry leading gaming software developer platform.
Spinbookie has fully functional and compliant payment options implemented.
Spinbookie operates under a Curacao gambling license, with number 365/JAZ
Sub-license GLH-OCCHKTW0711052021.

 

Spinbookie will be operating in different and complementary markets to B90's
existing operations, including expanding the Group's reach into new
terrortories in South America. Marketing agreements are already in place to
drive traffic to Spinbookie, and the combined business will benefit from the
Company's existing agreement with Nordic Group Ltd, announced on 23 August
2021, as well as the acquisition of the affiliate website Oddsen.nu, announced
on 30 September 2021, which will be used to drive additional traffic.
 Spinbookie's existing full casino and sportsbook product covers most major
global sporting events, including a large range of live betting markets. The
casino offering includes suites from Microgaming, Evolution and other key
casino suite providers. The Spinbookie operations will be handled using the
existing Bet90 operational team.

 

The consideration for the Acquisition will be satisfied by the issue of an
initial 8.6 million new ordinary shares of nil par value in the capital of B90
("Ordinary Shares") ("Consideration Shares"). A further 8.6 million new
Ordinary Shares will be issued to the Vendor if the net gaming revenue of
Spinbookie exceeds a cumulative amount of €500,000 within the first 12
months after completion of the Acquisition ("Earn-out Shares").  Based on the
closing mid market price per Ordinary Share on 21 December 2021, the latest
practicable date prior to this announcement, the value of the Consideration
Shares is £881,500 and the maximum consideration payable, assuming the issue
of the Earn-out Shares is £1,763,000. The Consideration Shares and Earn-out
Shares will rank pari passu in all respects with the existing Ordinary Shares
in issue at the time such shares are issued. The Vendor has agreed to a
lock-in period in relation to the Consideration Shares of six months following
completion of the Acquisition.  During the lock-in period, the vendor cannot
sell, transfer or otherwise dispose of, or create any encumbrance over, any of
the Consideration Shares (or any interest in them), or enter into any
agreement to do so.  As Spinbookie is recently established, there are no
financial accounts available that can be disclosed pursuant to Schedule Four
of the AIM Rules.

 

The Subscription

 

The Company has raised £596,800 via a subscription for the Subscription
Shares at the Issue Price.

 

In addition, the Company also announces that it has agreed with certain
creditors to convert outstanding liabilities and will settle them, along with
finders' fees in relation to this fundraise, amounting to £49,670 , via the
issue of 413,917 new Ordinary Shares, at 12 pence per share (the "Conversion
Shares").

 

The net proceeds of the Subscription will augment the Company's  working
capital and  facilitate the expansion of the Group's operations and launch of
Spinbookie.

 

Commenting on the Acquisition, Karim Peer, Non-Executive Chairman said:

 

"The acquisition of Spinbookie continues the development of our business. As
the consideration is being paid in shares, the team is incentivised to drive
future growth and profits by establishing a larger customer base.  We believe
this is a good acquisition for the Company as it is planned to accelerate our
timeline to profitability, as well as adding a valuable new domain to our
online real estate.  By utilising our recently signed affiliate deal with
Nordic Group, as well as our other, well established direct to customer
marketing initiatives, we will introduce the Spinbookie brand into new and
different markets, facilitating more growth and accelerating customer
acquisition."

 

Admission

When issued, the Consideration Shares, Conversion Shares and Subscription
Shares, totalling in aggregate 13,987,250 new Ordinary Shares, will rank pari
passu with the existing Ordinary Shares and application is being made to the
London Stock Exchange for admission of the Consideration Shares, Conversion
Shares and Subscription Shares to trading on AIM ("Admission") which is
expected to take effect at 8.00 a.m. on or around 31 December 2021.

 

Total voting rights

Following the issue of the Consideration Shares, Conversion Shares and
Subscription Shares, the Company's total issued share capital will consist of
238,406,583 Ordinary Shares with voting rights. The Company does not hold any
Ordinary Shares in treasury and accordingly there are no voting rights in
respect of any treasury shares. On Admission, the abovementioned figure of
238,406,583 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 to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

 

-ends-

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European (Withdrawal) Act 2018.

 

For further information please contact:

 

B90 Holdings
plc
                                +44 (0)1624 605
764

Karim Peer, Non-Executive Chairman

Marcel Noordeloos, Chief Financial Officer

 

Strand Hanson Limited (Nominated Adviser)
                     +44 (0)20 7409 3494

James Harris / James Dance / Rob Patrick

 

Whitman Howard Ltd (Broker)

Nick Lovering

 

Belvedere (Financial PR & IR)
                                         +44 (0)20 3687
2754

John West / Llewellyn Angus

 

About B90 Holdings plc

B90 Holdings plc is a group of companies focused on the operation of its own
online Sportsbook and Casino product as well as marketing activities for other
online gaming companies.

 

Website: www.b90holdings.com (http://www.b90holdings.com)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQKZMZZRMLGMZM