REG - Gfinity PLC - Directorate Change

GfinityAnnouncement

23/08/2023 11:30

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RNS Number : 2326K  Gfinity PLC  23 August 2023

 

For immediate release

23 August 2023

Gfinity plc

("Gfinity" or the "Company")

Directorate Change

 

The Board of Gfinity, is pleased to announce the appointment of David Halley
as Chief Executive and a Director with immediate effect. Following the
appointment of David Halley, Neville Upton has reverted to his previous role
of non-executive Chairman.

 

David Halley has over 25 years' experience spanning banking, hedge funds and
insurance, incorporating risk management and trading roles. He founded and
served as the CIO of Capstone Financial (HK) Ltd, founded a crypto related
insurance broker and has previously been a member of the investment management
team for Man-Vector Limited, a commodity trading advisor (CTA) hedge fund that
was part of the Man Group. David Halley served as the Risk Manager for the
fund. David Halley is currently a director of Tourbillon Group UK Limited
which, as announced in June this year, acquired 72.5 per cent. of the
Company's gaming subsidiary, Athlos.

Further AIM Disclosures on David Halley

As required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for
Companies, further disclosures on David Halley are as follows.

David Michael Halley, aged 48, has held the following directorships and/or
partnerships in the past five years:

 Current directorships and/or partnerships  Past directorships and/or partnerships
 Capstone Insurance Brokers Ltd             Capstone Financial (HK) Ltd
 Capfin Group Ltd                           Setrell International AG
 CIB Holdings Ltd
 Capfin Labuan Ltd
 Tourbillon Group Ltd
 Tourbillon Group (UK) Ltd
 Athlos Game Technologies Limited
 One Oak Tree Limited
 Capfin International Limited
 Global Era Limited

 

David Halley, who currently holds no ordinary shares in the Company
participated in the Subscription as announced on 9 August 2023, by subscribing
for 66,666,667 New Ordinary Shares, representing 1.96% in the Company's
Enlarged Share Capital on Admission.

 

As also previously announced on 9 August 2023, on appointment to the Board,
David Halley is not receiving any direct monetary remuneration in place of
which the Company intended to make a significant award of share options to him
to subscribe for New Ordinary Shares at the Issue Price. Accordingly, the
Company has today granted David Halley an option to subscribe for up to
271,922,393 New Ordinary Shares at an exercise price of 0.06p per New Ordinary
Share exercisable for a period of 7 years from the date of grant. The options
will be subject to normal good/bad leaver provisions and will vest as to 50%
on award and 50% on the first anniversary of the award.

 

The award of the options to David Halley is a related party transaction
pursuant to AIM Rule 13. The independent directors, being Neville Upton and
Hugo Drayton ("Independent Directors") consider, having consulted with the
Company's Nominated Adviser, that the terms of the option award to David
Halley are fair and reasonable insofar as the Company's shareholders are
concerned. In forming their view, the Independent Directors have taken into
account that as described above, David Halley will not currently receive any
direct monetary remuneration.

 

As further described above, David Halley is currently a director of Tourbillon
Group UK Limited ("Tourbillon") which, as announced in June this year,
acquired 72.5 per cent. of the Company's gaming subsidiary, Athlos. David
Halley owns the entire issued share capital of Tourbillon.

 

There is no further information on David Halley required to be disclosed under
Schedule Two, paragraph (g) of the AIM Rules for Companies.

 

General Meeting

The circular published on 9 August 2023 contained details of the Subscription
and the Share Capital Reorganisation and the notice of the General Meeting
which will be held at the offices of Fladgate LLP at 16 Great Queen Street,
London, WC2B 5DG at 10.00 a.m. on 30 August 2023. A copy of the Circular,
together with this announcement, is available on the Company's website at
www.gfinityplc.com (http://www.gfinityplc.com)

 

Shareholders are reminded that details of how to submit a proxy and vote
online are set out in the Circular and the latest time and date for receipt of
voting instruction for the General Meeting is 10.00am on 25 August 2023.

Other Information

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").

 

The person who arranged for the release of this announcement on behalf of the
Company was Neville Upton, Chairman and Director.

 

Words and phrases defined in the announcement dated 9 August 2023 will have
the same meanings in this announcement.

 

 

Enquiries:

 Gfinity Plc                    Neville Upton,    ir@gfinity.net

                                Chairman

 Beaumont Cornish Limited       Roland Cornish    +44 (0)207 628 3369

 Nominated Adviser and Broker   Michael Cornish   www.beaumontcornish.co.uk (http://www.beaumontcornish.co.uk/)

 

ENDS

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