REG - B90 Holdings PLC - Placing and Subscription, Conversion of CLNs

B90 HoldingsAnnouncement

15/09/2023 07:00

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RNS Number : 5419M  B90 Holdings PLC  15 September 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TRACKWISE DESIGNS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

15 September 2023

B90 Holdings plc

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

Placing and Subscription to Raise £2.0 million

Conversion of CLNs and Completion of Acquisition

B90 Holdings plc (AIM: B90), the online marketing and service provision
company for the gaming industry, is pleased to announce that it has raised
£2.0 million (before expenses) through a placing (the "Placing") and
subscription (the "Subscription") (together, the "Fundraising") of 36,731,551
new ordinary shares (the "Fundraising Shares") of no par value each in the
capital of the Company ("Ordinary Shares") at a price of 5.44491 pence per
Ordinary Share (the "Issue Price").

Key Highlights & Use of Proceeds

The £2.0 million gross proceeds of the Fundraising will be used as follows:
 

·      £1.1 million: investments in inorganic growth opportunities

·      £0.4 million: further investment in B90's own assets

·      £0.5 million: general working capital and Fundraising expenses

The Issue Price represents a discount of 10 per cent. to 5-day volume weighted
average price per Ordinary Share as at close of business on 12 September 2023.

The Fundraising Shares will represent approximately 8.4 per cent. of the
Company's enlarged share capital at Admission (as defined below). The
Fundraising Shares will be issued under existing authorities. The Fundraising
is not underwritten.

Conversion of CLNs

Concurrent with the Fundraising, the Company has served conversion notices to
all the holders of the Company's existing convertible loan note ("Loan
Notes"), pursuant to which £4,546,352 Loan Notes, together with £180,398 of
accrued interest shall be converted at the Issue Price, resulting in the issue
of 86,810,441 new Ordinary Shares ("Loan Note Shares"). Following this
conversion, no Loan Notes shall remain in issue.

Company Update

Further to its announcement on 12 July 2023, the Company today announces
completion of the acquisition of Emwys AB. The balance consideration due to
the vendor, Funko International AB, is being settled as to €1.25m in cash
together with €1.6 million in equity, which the parties have agreed to issue
at the Issue Price, resulting in the vendor receiving 25,271,308 new Ordinary
Shares ("Consideration Shares").

To date, the Emwys acquisition has performed positively in line with
management's expectations and the Company will now progress full integration
of the acquisition and looks forward to providing an update on recent trading
along with the interim accounts for the six months ended 30 June 2023, which
it expects to announce on or around 29 September 2023.

The Fundraising

The Company has raised £2.0 million (before expenses) through the Placing and
the Subscription at the Issue Price. The Fundraising is conditional, amongst
other things, upon:

·       Receipt by the Company of cleared funds in respect of all the new
Ordinary Shares to be issued pursuant to the Subscription;

 

·     the Placing Agreement becoming unconditional in all respects save for
Admission and not having been terminated in accordance with its terms; and

 

·      Admission occurring by no later than 8.00 a.m. on 21 September
2023 (or such later date as Zeus Capital Limited ("Zeus"), Panmure Gordon (UK)
Limited ("Panmure"), the Company's joint brokers, Strand Hanson Limited
("Strand Hanson"), the Company's Nominated Adviser, and the Company may agree,
not being later than 8.00 a.m. on 30 September 2023).

Mark Blandford, strategic adviser to B90, has subscribed for 14,876,279 new
Ordinary Shares in the Subscription at the Issue Price. In addition, his
holding of Loan Notes is being converted. As a result, upon Admission Mr
Blandford will be interested in 75,756,509 Ordinary Shares which will
represent approximately 17.24% per cent. of the Company's enlarged issued
ordinary share capital at Admission.

Settlement of liabilities and fees

The Company also agreed to convert certain existing liabilities and to settle
certain professional adviser fees, amounting in aggregate to £466,090,
through the issue of new Ordinary Shares at the Issue Price, resulting in the
issue of 8,560,111 new Ordinary Shares ("Liability and Fee Shares").

Placing Agreement

The Company has entered into a Placing Agreement with Zeus, Panmure and Strand
Hanson, pursuant to which Zeus and Panmure, as agents for the Company, have
agreed to use their reasonable endeavours to procure Placees for the Placing
at the Issue Price. The Placing Agreement contains warranties from the Company
in favour of Zeus, Panmure and Strand Hanson in relation to, inter alia, the
accuracy of the information contained in the documents relating to the Placing
and also certain other matters relating to the Company and its affairs. In
addition, the Company has agreed to indemnify Zeus, Panmure and Strand Hanson
in relation to certain liabilities that it may incur in respect of the
Placing.

Zeus, Panmure and/or Strand Hanson may terminate the Placing Agreement in
certain circumstances (including for breach of warranty at any time prior to
Admission and in the event of any matter including, without limitation, any
change or development in economic, financial, political, diplomatic or other
market conditions or any change in any government regulation) occurring which,
in the good faith opinion of Zeus, Panmure and Strand Hanson, is (or will be
if it occurs) likely materially and prejudicially to affect the financial
position or the business or prospects of the Company or otherwise makes it
impractical or inadvisable for Zeus, Panmure or Strand Hanson to perform their
respective obligations under the Placing Agreement.

Admission and Settlement

Application will be made for the 36,731,551 Fundraising Shares, 86,810,441
Loan Note Shares, 25,271,308  Consideration Shares, and 8,560,111 Liability
and Fee Shares (together, the "New Shares") to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and
dealings in the New Shares will commence at 8.00 a.m. on or around 21
September 2023. These dates and times may change.

All New Shares will be issued fully paid. The New Shares will be allotted and
credited as fully paid and will rank pari passu in all respects with the
Company's existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or after the date
on which they are issued.

Total voting rights

On Admission, the Company's total issued share capital will consist of
439,518,227 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
439,518,227 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, B90
under the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules.

-Ends-

For further information please contact:

 B90 Holdings plc                              +44 (0)1624 605 764
 Ronny Breivik, Executive Chairman

 Strand Hanson Limited (Nominated Adviser)     +44 (0)20 7409 3494
 James Harris / Richard Johnson / Rob Patrick

 Zeus Capital Limited (Joint Broker)           +44 (0)20 3829 5000
 Louisa Waddell / Simon Johnson

 Panmure Gordon (UK) Limited (Joint Broker)    +44 (0)20 7886 2500
 Simon J French

 Belvedere (Financial PR & IR)                 +44 (0)20 3008 6864
 John West / Llewellyn Angus

 

About B90 Holdings plc

B90 Holdings plc is a leading company in the online gambling industry, focused
on the operation of its own online Sportsbook and Casino product as well as
marketing activities for other online gaming companies.  We specialise in
providing innovative gaming experiences and state-of-the-art technology
solutions. With a strong focus on customer satisfaction and responsible
gambling practices, B90 Holdings is dedicated to shaping the future of the
online gaming landscape.

Each of the times and dates in this Announcement is subject to change. If any
of the above times and/or dates change, the revised times and/or dates will be
notified by announcement through a Regulatory Information Service. References
to time in this Announcement are to London time.

 

 

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