Proposed Acquisition and Suspension of Trading
24/01/2022 07:00
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RNS Number : 3060Z NFT Investments PLC 24 January 2022
Press Release
24 January 2022
NFT Investments PLC
("NFT Investments" or the "Company")
Proposed acquisition of Pluto Digital for £96m
Suspension of share trading on Aquis
NFT Investments (AQSE: NFT), an incubator specialising in the market for
non-fungible tokens ("NFTs"), is pleased to announce it has entered into a
non-binding letter of intent ("LOI") for the acquisition of Pluto Digital PLC
("Pluto"), a crypto technology and venture company, for a consideration of
£96 million.
The acquisition, which is conditional on shareholder approval, will create a
significant global metaverse company and advance NFT's investments in the
non-fungible tokens sector as the Pluto Ventures division has invested heavily
in NFTs and NFT gaming.
Pluto is pioneering the next generation of crypto technologies in the
decentralised finance and metaverse blockchain gaming sectors. Pluto already
has a successful track record in execution in the 12 months since January
2021, including:
· Released a DeFi token which is trading on global crypto exchanges
· Established a venture capital arm, Pluto V, which has made
investments in a range of Web3 projects and NFT assets which performed well in
2021
· Established an expert blockchain engineering team with technical
staff coming from leading technology companies such as Red Hat and IBM
· Currently working on a DeFi application that can provide high value
DeFi performance to both crypto users and institutional investors
· Has acquired a strategic shareholding in a UK gaming development
studio Maze Theory, responsible for many successful international branded VR,
PC/Console & mobile games including Dr Who and the Peaky Blinders
franchises
· In addition, it is working alongside Maze Theory to release high
quality games that incorporate token economics to empower the next generation
of gamers. Blockchain games, also known as Play2Earn, have created
substantial value led by Sky Mavis and Axie Infinite, with respective
valuations of $3Bn and $19Bn
Under the terms of the proposed acquisition, NFT will acquire 100% of the
issued share capital of Pluto for a consideration to be satisfied by the issue
of 2.4 billion new ordinary shares in NFT (at 4p per new NFT share valuing
Pluto Digital PLC at £96 million).
The acquisition will be a reverse takeover of NFT under the AQSE Rules and
will be subject to the UK Takeover Code. The acquisition, if completed, will
result in Pluto shareholders holding 70.5% of the enlarged business on
completion. The acquisition is expected to be made by way of a scheme of
arrangement by Pluto and will be conditional upon approval by shareholders of
Pluto and the court.
NFT will have a 90-day exclusivity period to conduct due diligence on Pluto.
Concurrent with, and as a condition to, the completion of the Acquisition,
three Pluto team members will join the company as directors and Jonathan Bixby
will continue to serve as Executive Chairman.
NFT will loan Pluto £5 million on signing the LOI, the proceeds of which will
be used to complete the strategic acquisition of a number of technology
companies in the metaverse sector. The loan will accrue 10% interest and will
be repayable on 30 days' notice if Pluto terminates the transaction and on 90
days' notice if NFT terminates the transaction.
Further details of the acquisition will be provided in due course.
Jonathan Bixby, Executive Chairman of NFT Investments, owns 4,750,000 shares
representing 0.75% of Pluto. He also holds 9,500,000 warrants exercisable at
3 pence and 14,250,000 warrants exercisable at 6 pence.
Mr Bixby owns 54,500,000 shares in NFT Investments representing 5.43% of the
total shares in issue and 10,000,000 warrants exercisable at 1 penny.
Suspension of trading on Aquis
NFT Investments will suspend trading on the Access segment of the AQSE Growth
Market until the proposed acquisition of Pluto is completed.
Jonathan Bixby, Executive Chairman of NFT Investments, said: "We are very
excited about the prospects of Pluto and NFT merging to create a large global
metaverse company. This is a transformational deal that will provide us with
the scale to expand and diversify our investment portfolio in a rapidly
growing sector and thereby create long term value for shareholders."
The directors of NFT Investments PLC accept responsibility for this
announcement.
For further information, please contact:
NFT Investments
Jonathan Bixby via Tancredi +44 207 887 7633
Executive Chairman
Neil Thapar
Investor Relations +44 7876 455 323
First Sentinel
Corporate Adviser +44 7876 888 011
Brian Stockbridge
Tennyson Securities
Corporate Broker +44 207 186 9030
Peter Krens
Novum Securities
Corporate Broker +44 207 399 9427
Colin Rowbury
Jon Belliss
Tancredi Intelligent Communication
Media Relations (for NFT Investments)
Edward Daly +44 7861 430 057
Charlie Hobbs +44 7897 557 112
nftinvestments@tancredigroup.com (mailto:nftinvestments@tancredigroup.com)
Luther Pendragon
Media Relations (for Pluto Digital Plc)
Harry Chathli 0207 618 9151
Alexis Gore
William Dobinson
NFT Investments plc is an incubator specialising in the market for
non-fungible tokens ("NFTs") and is the first ever NFT vehicle to list in a
major jurisdiction worldwide. The Company invests in a diversified portfolio
of NFTs, cryptocurrency, and/or in companies or funds which have exposure to
NFT or blockchain technology. The Company's leadership team have an extensive
track record in the cryptocurrency sector and previously founded Argo
Blockchain PLC, a global crypto miner. NFT Investments is headquartered
in London, UK and its shares are listed on the Aquis Exchange Growth Market
under the ticker symbol NFT. The Company's website is located
at https://www.nftinvest.pro (https://www.nftinvest.pro/) .
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