REG - Gfinity PLC - Results of Fundraise & Publication of Circular

GfinityAnnouncement

14/02/2023 07:00

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RNS Number : 7988P  Gfinity PLC  14 February 2023

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

14 February 2023

Gfinity PLC

 

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

 

Results of Fundraise & Publication of Circular

 

 

Further to the announcement of 13 February 2023 regarding the proposed
Fundraise (the "Fundraise Announcement"), the Company is pleased to announce
that it has conditionally raised £2 million (before expenses) in an upsized
Placing and Subscription.

 

Canaccord Genuity acted as Nominated Adviser, Sole Bookrunner and Sole Broker
in connection with the Fundraising.

The following Directors have agreed to subscribe for the following New
Ordinary Shares at the Issue Price under the Subscription:

 Director       Number of New Ordinary Shares subscribed for  Value of New Ordinary Shares subscribed for  Number of Ordinary Shares held on Admission  % Share Capital held on Admission  Number of Existing Warrants and New Warrants held on Admission
 Neville Upton  6,666,666                                     £10,000                                      21,543,911                                   0.81%                              6,666,666
 Jonathan Hall  6,666,666                                     £10,000                                      10,138,888                                   0.38%                              8,666,666
 Len Rinaldi    6,666,666                                     £10,000                                      8,666,666                                    0.33%                              8,666,666
 Hugo Drayton   6,666,666                                     £10,000                                      8,266,666                                    0.31%                              8,266,666
 TOTAL          26,666,664                                    £40,000                                      48,616,131                                   1.84%                              32,266,664

 

 

Subject to shareholder approval, the Company will issue 907,166,673 new
Ordinary Shares pursuant to the Placing and 426,166,661 new Ordinary Shares
pursuant to the Subscription at the issue price of 0.15 pence per share. In
total, 1,333,333,334 New Ordinary Shares will be issued as part of the
Fundraise.

 

Admission and dealings in the New Ordinary Shares is expected to commence on
AIM on 07 March 2023, subject to the passing of the Resolutions by
Shareholders at the General Meeting.

 

Further to the above and conditional on Admission, the Company expects to
issue a total of 1,333,333,334 New Warrants and 39,720,000 Introducer Warrants
on the terms set out in the Fundraise Announcement.

 

A circular, containing further details of the Fundraising and notice of the
General Meeting to be held at 10.00 a.m. on 06 March 2023 to, inter alia,
approve the resolutions required to implement the Fundraising, is expected to
be published and despatched to Shareholders today, 14 February 2023 (the
"Circular").  Following its publication, the Circular will be available on
the Group's website at https://www.gfinityplc.com/investors/reports/
(https://www.gfinityplc.com/investors/reports/)

 

Words and phrases defined in the Fundraise Announcement will have the same
meanings in this announcement.

 

 

Enquiries:

 

 Gfinity plc                                                                  www.gfinityplc.com (http://www.gfinityplc.com/)

 Neville Upton, Executive Chairman                                            ir@gfinity.net (mailto:ir@gfinity.net)

 Jonathan Hall, Chief Finance and Operating Officer

 Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner & Sole         Tel:+44 (0)207 523 8150
 Broker)

 Bobbie Hilliam / Patrick Dolaghan

 

About Gfinity

 

Gfinity is a leading media and technology company in the fast-growing esports
and gaming sector.  Founded in late 2012, Gfinity established itself as
esports and community engagement experts. More recently, the company's
business model has evolved to reflect the rapidly developing gaming market,
sharpening its strategic focus, based on 3 distinct areas:

 

Gfinity Digital Media is made up of 11 sites that reach up to 15 million
monthly unique active users and delivers 75 million impressions per month
across its social network of over 7,000,000 followers.

 

The Gfinity Engagement Platform (Athlos) is a fully configurable, white-label,
bespoke solution, designed to maximise community engagement through
competitive play, and is already trusted by some of the world's biggest gaming
and esports organisations.

 

Our JVs and Partnerships - Esports Solutions - allow the Company to benefit
from co-owned ideas, working with partners who value and benefit from
Gfinity's expertise, to create products such as the Global Racing Series with
Abu Dhabi Motorsport Management, and esports activities for Manchester United
FC, and Formula 1.

 

 

The information below set out in accordance with the requirement of the EU
Market Abuse Regulation provides further detail.

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Neville Upton
 2   Reason for the notification
 a)  Position/status                                  Executive Chairman
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Gfinity plc
 b)  LEI                                              213800GNV14EDQNRWI17
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00BT9QD572
 c)  Nature of the transaction                        Subscription for shares

                                                      For every New Ordinary Share subscribed for as part of the Fundraising,
                                                      Neville Upton has been issued with one warrant to subscribe for one Ordinary
                                                      Share at the Issue Price.
 d)  Price(s) and volume(s)

Price(s)    Volume(s)
                                                      GBP 0.0015  6,666,666

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 2,000,000

                                                      Aggregated Price: GBP 10,000
 f)  Date of the transaction                          14 February 2023
 g)  Place of the transaction                         Off Market

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 2,000,000

Aggregated Price: GBP 10,000

f)

Date of the transaction

14 February 2023

g)

Place of the transaction

Off Market

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Jonathan Hall
 2   Reason for the notification
 a)  Position/status                                  Chief Finance and Operating Officer
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Gfinity plc
 b)  LEI                                              213800GNV14EDQNRWI17
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00BT9QD572
 c)  Nature of the transaction                        Subscription for shares

                                                      For every New Ordinary Share subscribed for as part of the Fundraising,
                                                      Jonathan Hall has been issued with one warrant to subscribe for one Ordinary
                                                      Share at the Issue Price.
 d)  Price(s) and volume(s)

Price(s)    Volume(s)
                                                      GBP 0.0015  6,666,666

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 2,000,000

                                                      Aggregated Price: GBP 10,000
 f)  Date of the transaction                          14 February 2023
 g)  Place of the transaction                         Off Market

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 2,000,000

Aggregated Price: GBP 10,000

f)

Date of the transaction

14 February 2023

g)

Place of the transaction

Off Market

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Len Rinaldi
 2   Reason for the notification
 a)  Position/status                                  Non-Executive Director
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Gfinity plc
 b)  LEI                                              213800GNV14EDQNRWI17
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00BT9QD572
 c)  Nature of the transaction                        Subscription for shares

                                                      For every New Ordinary Share subscribed for as part of the Fundraising, Len
                                                      Rinaldi has been issued with one warrant to subscribe for one Ordinary Share
                                                      at the Issue Price.
 d)  Price(s) and volume(s)

Price(s)    Volume(s)
                                                      GBP 0.0015  6,666,666

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 2,000,000

                                                      Aggregated Price: GBP 10,000
 f)  Date of the transaction                          14 February 2023
 g)  Place of the transaction                         Off Market

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 2,000,000

Aggregated Price: GBP 10,000

f)

Date of the transaction

14 February 2023

g)

Place of the transaction

Off Market

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Hugo Drayton
 2   Reason for the notification
 a)  Position/status                                  Non-Executive Director
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Gfinity plc
 b)  LEI                                              213800GNV14EDQNRWI17
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00BT9QD572
 c)  Nature of the transaction                        Subscription for shares

                                                      For every New Ordinary Share subscribed for as part of the Fundraising, Hugo
                                                      Drayton has been issued with one warrant to subscribe for one Ordinary Share
                                                      at the Issue Price.
 d)  Price(s) and volume(s)

Price(s)    Volume(s)
                                                      GBP 0.0015  6,666,666

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 2,000,000

                                                      Aggregated Price: GBP 10,000
 f)  Date of the transaction                          14 February 2023
 g)  Place of the transaction                         Off Market

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 2,000,000

Aggregated Price: GBP 10,000

f)

Date of the transaction

14 February 2023

g)

Place of the transaction

Off Market

 

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