REG - Webis Holdings PLC - Webis agrees new Convertible Loan for expansion

Webis HoldingsAnnouncement

15/09/2023 07:00

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RNS Number : 5223M  Webis Holdings PLC  15 September 2023

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 ("MAR"), AND IS DISCLOSED IN ACCORDANCE
WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

 

Webis Holdings PLC

 

15 September 2023

 

Webis Holdings plc

("Webis" or "the Company")

Webis agrees new Convertible Loan for expansion of business

Webis Holdings plc, the global gaming group, today announces that it has
agreed to issue £1,150,000 of convertible loan notes ("Convertible Notes") to
Galloway Limited ("Galloway"), in respect of £750,000 of new funding made
available to the Company by Galloway and in satisfaction of amounts due to
Galloway pursuant to a prior loan made to the Company in 2017 which is due for
repayment.

The new funding of £750,000 will enable the Company to invest further in its
business-to-consumer sector ("B2C"), recognising the growth potential of this
sector. Specifically, the Company intends to invest in a programme of further
software developments of its main website www.watchandwager.com
(https://protect-eu.mimecast.com/s/Td8tCJ6o7Cgxkk3FGW87k?domain=watchandwager.com)
 and marketing the mobile product. As previously reported, the Company has
been very encouraged by the operation of our platform in considering the
limited investment made to date. The platform has performed well, and we can
see the opportunity to further grow our market share in the USA. As we improve
the user experience, we will further invest in key marketing techniques,
especially player recruitment and retention with special focus on online
marketing techniques. We will keep shareholders fully up to date with
developments.

Terms of the Convertible Notes

·      The Convertible Notes comprise of £750,000 in respect of new
funds advanced to the Company and an existing debt of £400,000 (after
conversion of US$ 500,000 due and outstanding by the Company to Galloway from
US$ to £ at the prevailing rate published by Bloomberg of £0.80:$1 as at 13
September 2023).

·      The Convertible Notes shall be convertible into ordinary shares
of £0.01 each in the capital of the Company in the following circumstances:

 

o  on completion of an equity fundraising of at least £750,000, at the price
applicable to that equity fundraising;

o  on completion of a change of control of the Company, at the price
applicable to that change of control;

o  at the election of Galloway, at the higher of (i) £0.0156 (being the 20
day volume weighted average price of the Company's shares on the business day
immediately prior to the date of this announcement) ("Default Price"), and
(ii) the 20 day volume weighted average price of the Company's shares on the
business day immediately prior to the date of conversion of the Convertible
Notes into Company shares; and

o  if not converted earlier, on the date falling 5 years after the date of
issue of the Convertible Notes, at the Default Price.

 

·      The Convertible Notes shall only be repaid in cash in a default
event or otherwise at the election of the Company.

·      The Convertible Notes shall accrue interest at the rate of 11%
per annum, such interest to be repaid on repayment or conversion of the
Convertible Notes in cash or Company shares, at the election of the Company.

·      For such time as funds remain outstanding under the Convertible
Notes, Galloway shall have the right to appoint an additional director to the
Board of Directors of the Company.

Alongside a potential future Galloway nominee, the Company continues to
actively look for a suitable independent non-executive director to join the
Board.

Related Party Transaction

Denham Eke, the Non-Executive Chairman of Webis, is a director of Galloway
Limited and a director of Burnbrae Group Limited of which Galloway Limited is
a wholly owned subsidiary. Katie Errock, a Non-Executive Director is the
Company Secretary of Burnbrae Group Limited, which is an indirect 63.1 per
cent. shareholder in Webis. Accordingly, Galloway is a Related Party of the
Company and therefore the issue of the Convertible Notes is a Related Party
Transaction under the AIM Rules; as such, the independent Directors (being Ed
Comins and Richard Roberts - Denham Eke and Katie Errock having recused
themselves), having consulted with the Company's Nominated Adviser, consider
the terms of the Convertible Notes are fair and reasonable in so far as
Webis's shareholders are concerned.

Ed Comins, Managing Director of Webis, stated:

"Webis is very pleased to receive further backing from our principal
shareholder. Their expression of support is important for the Company and
compares favourably with other potential forms of funding considered. Webis
stands in an excellent position in the USA gambling market and particularly
with our array of content and licensed presence in the USA, particularly
California. These are key assets that are not readily available to new
entrants into the market, and we look forward to continued discussion
regarding any potential partnerships, mergers, opportunities, and acquisitions
to continue to build our strength."

 

For further information:

 

 Webis Holdings plc         Tel:  01624 639396
 Denham Eke / Ed Comins
                            Tel:  020 7628 3396

 Beaumont Cornish Limited
 Roland Cornish / James Biddle

 

 

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