REG - Best of the Best PLC - Letter of Intent and Strategic Investment

Best Of The BestAnnouncement

08/09/2022 16:30

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RNS Number : 8317Y  Best of the Best PLC  08 September 2022

 

The information communicated in this announcement is inside information for
the purposes of Article 7 of Regulation 596/2014.

 

 

   08 September 2022

 

Best of the Best plc

("Best of the Best", "BOTB", "the Company" or "the Group")

 

Letter of Intent with Globe Invest Limited accelerates international growth
ambitions

 

and

 

Proposed stake in BOTB to be acquired by Globe Invest Limited

 

 

 

Best of the Best plc (LSE: BOTB), the provider of online competitions to win
cars and other prizes, announces that the Company has signed a non-binding
letter of intent with Globe Invest Limited, the family office of Teddy Sagi,
(the "Letter of Intent" or "LOI"). Globe Invest Limited has a number of
affiliated entities (together referred to as "GIL") which have an extensive
international presence covering content, digital marketing and software
development sectors in particular, which BOTB expects to benefit from.

 

This LOI sets out that BOTB and GIL will enter into a Licensing and
Distribution Agreement and a Marketing and Collaboration Agreement
(collectively the "Agreements"). The outline of the Agreements is summarised
below and will be subject to arm's length commercial terms being agreed. A
further announcement will be made in due course subject to the Agreements
being entered into.

 

The Licensing and Distribution Agreement

 

Under the Licensing and Distribution Agreement BOTB will exclusively license
to GIL  (with a right to sub-license on a B2B basis) the BOTB  business
model, concept  and related services, in all territories outside the UK.

 

The Marketing and Collaboration Agreement

The Marketing and Collaboration Agreement will allow GIL to promote BOTB
content in the UK non-exclusively, based on an agreed revenue share or CPA
model. The parties will also discuss and agree cross-promotional commitments
in connection with each party's products and services.

Rationale for the LOI

Since the successful transformation of BOTB from a bricks and mortar operator
to an online pureplay in the skill-based competition space, the Board of BOTB
has been actively considering its options for international expansion and
delivering its product set to a global audience. After much consideration, the
Board has concluded that the most effective way to deliver and achieve this,
and therefore the most efficient way to create value for shareholders, is by
way of a partnership agreement with established global operators. The Board
considers GIL,   given its extensive international presence and proven track
record of growing global B2C and B2B businesses to be the ideal fit.

 

 

 

Proposed strategic stake in BOTB to be acquired by GIL

 

Following the signing of the LOI and as an indicator of GIL's commitment to
its long-term collaboration with BOTB, it today (or as soon as possible)
intends to acquire a 29.9% strategic shareholding in BOTB.  It is intended
that these shares will be acquired from the Company's currently largest and
founding shareholders - William Hindmarch (Chief Executive) and certain
persons associated with William Hindmarch, as well as Rupert Garton
(Commercial Director).

 

Currently, and prior to the intended acquisition of shares, William Hindmarch
(and certain associated persons) and Rupert Garton respectively hold 32.06%
and 9.06% of BOTB's total issued share capital. Following successful
completion of the proposed transaction, they will continue to respectively
hold 11.86% and 3.35% and remain significant and supportive shareholders.

 

It is intended that 2,501,740 BOTB shares will be acquired by GIL at a price
of 400p, representing a c.10% discount to the closing mid-market share price
of BOTB of 445p at the market close on 7 September 2022, being the last
trading day ahead of the proposed transaction.

 

Once GIL has completed the proposed acquisition of a significant shareholding
in the Company, the Board of BOTB has agreed that GIL will have the right to
appoint a maximum of two non-executive directors to the Board of the Company.
Both William Hindmarch and Rupert Garton will continue in their respective
current roles as CEO and Commercial Director. It is anticipated that
additional expertise and management will join the Company to support in the
execution of the international growth plans and further announcements
regarding any such appointments to the Board and senior management team will
be made in due course.

 

When the Agreements are entered into, and by virtue of GIL being a substantial
shareholder of BOTB, it will be considered a related party for the purposes of
the AIM Rules and the Agreements will be deemed Related Party Transactions,
requiring a further announcement.

 

William Hindmarch, Chief Executive of BOTB, said:

"BOTB has evolved significantly over the last five years, and that
transformation, notably to becoming an online only operator, has delivered
significant benefits to date. As a Board and management team, we have always
believed that BOTB has a product set that can be successfully
internationalised. The agreement with GIL intends to provide the business with
the operational expertise and reach to execute a global strategy, whilst
further leveraging BOTB's existing database and building upon the strong
foundations that we have created. As founder of this business, I am both
optimistic and excited to be announcing this strategic partnership with a
business that has global expertise and a proven track record in digital
marketing and distribution. I remain committed to leading BOTB to the next
stage of its evolution in conjunction and with the support of GIL".

 

Globe Invest Limited added:

"William and Rupert have built an admirable business model with BOTB in the UK
and we feel privileged that we will be a part of the next stage of the BOTB
journey, helping it to grow in its home market and to distribute the product
to a new international audience.  We look forward to supporting and working
closely with BOTB, William and Rupert to make the most of the opportunities
ahead."

 

-ENDS

 

 

Enquiries:

 

 Best of the Best plc             William Hindmarch, Chief Executive   via Buchanan

                                  Rupert Garton, Commercial Director

 Buchanan                         Chris Lane                           T: 0207 466 5000

 (Public Relations & Press)       Toto Berger

                                  Jack Devoy

 Oakvale Capital                  Daniel Burns                         T: 0207 580 3838
 (Financial Adviser)              Kieran Davey

 finnCap                          Corporate Finance                    T: 020 7220 0500

 (Nominated Adviser and Broker)   Carl Holmes

                                  Teddy Whiley

                                  Alice Lane

                                  Harriet Ward

 

Notes to Editors

 

Globe Invest Limited ("Globe Invest") acts as the single-family office for the
self-made entrepreneur, Teddy Sagi. Globe Invest also acts as a holding
company and invests (directly and/or through subsidiaries and/or affiliates)
in various sectors including marketing, software development, real estate,
hospitality, technology companies, e-commerce services, distribution services,
financial services, etc. For more information about Globe Invest and its
shareholder, please visit www.globeinvest.com.

 

 

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