TIDMSEMP
RNS Number : 4935Z
Semper Fortis Esports PLC
16 May 2023
This announcement contains Inside Information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English law by virtue of the European (Withdrawal)
Act 2018, as amended. On publication of this announcement via a
regulatory information service, this information is considered to
be in the public domain
16 May 2023
Semper Fortis eSports Plc
("SEMPER" or the "Company")
GBP250,000 Convertible Loan Notes investment by Semper Fortis
eSports into GL Membership Limited
Semper Fortis eSports plc (AQSE: SEMP) is pleased to announce
that it has agreed to subscribe for GBP250,000 of Convertible Loan
Notes ("CLNs") of GBP1 each in GL Membership Limited (trading as
Good Life+ "Good Life+").
Good Life+ was founded by Charlie Chadd and Joseph Chadd and has
to date been backed by a group of experienced private investors
including Victor Chandler, founder of BetVictor.
Should the CLNs convert, they are expected to do so following
the acquisition of the entire issued share capital of Good Life+ by
Semper by way of a reverse takeover transaction under the AQSE
Access Growth Market Rules ("Reverse Takeover"). The subscription
price at conversion is expected to be at a discount to the price
per ordinary share expected to be paid for Good Life+ on completion
of a Reverse Takeover.
The CLN has been secured against the assets of Good Life+ and
the funding will assist Good Life's rapid expansion and growth in
the subscription model space. It will also allow it to continue to
develop its product offering.
Charlie Chadd and Joe Chadd, who together have a controlling
interest in Good Life+, have also agreed to enter into negotiations
with the Company in respect of a Sale and Purchase Agreement
("SPA") subject the completion of satisfactory due diligence and
certain terms being agreed.
There is no guarantee that the terms of an SPA will be agreed or
that a Reverse Takeover will conclude.
Background on GL Membership Limited
Good Life+ was founded in September 2021 offering a monthly
membership that gives members access to daily, luxury prize draws
whilst simultaneously providing access to thousands of discounts
and deals. With Good Life+, members can win life changing prizes
whilst saving money at their favourite restaurants, cinemas, theme
parks and more. Furthermore, Good Life+ also makes charitable
donations. The membership base has seen significant growth over the
last 12 months. Good Life+'s goal is to become a major player in
this space along with the likes of Postcode Lottery and Omaze.
Good Life+ currently has over 14,500 active members and the CLN,
along with further planned fundraising, will allow for rapid
customer acquisition and expansion, with the immediate aim of
obtaining 50,000 active members within 12 months. Various
partnership undertakings are under active discussion which
individually and in aggregate have the potential to lead to rapid
uptake of the subscription service offered by Good Life+.
Good Life+ wants to reinvent the prize draw experience by taking
an entertainment first approach, providing ordinary people the
opportunity to win luxury and often life-changing prizes every day.
This is done via a daily live draw, where members can watch the
winner be chosen and interact with the presenters. As the
membership base grows the prizes will become bigger and better and
should lead to improvements on the already strong retention and
customer lifetime value metrics.
Good Life+ provides discounts and deals to national restaurant
chains, cinemas, theatres, theme parks, gyms and more. Unlike the
lottery, Omaze and others, members can save more than they spend.
Since going live in mid-September 2022 over half of new members
have actively used discounts & deals. Good Life+ is striking
strategic partnerships and intends to introduce a variety of new
features in the coming year, such as free cinema tickets, free
online movies, guaranteed wins and more.
Good Life+ is reinventing the traditional prize draw experience,
to create a far more current, transparent, interactive model, which
is more in touch with the digital age.
In addition to the active members Good Life+ has around 400,000
email subscribers, a reach of over 20 million individuals in the UK
alone, over 350,000 social media followers and a 5/5 star rating on
Trust Pilot.
GL Membership Ltd Team
Charlie Chadd (aged 31)
After graduating with an economics degree from Nottingham,
Charlie Chadd worked at TLS Investments, a premium residential
& commercial development practice based in London. Whilst
working for TLS, Charlie completed a MSc in Real Estate &
Finance at Reading University.
Whilst working at TLS Charlie became an expert in digital
marketing, launching marketing campaigns using his personal
finances on Facebook, meeting potential buyers on weekends, and
selling over GBP1.5 million in new build flats, proving the value
of a digital focused approach and taking the estate agents
commission in return.
In 2017 Charlie launched Borough Studios, a Co-Working space in
Borough, London. With a four-year lease on a derelict print
warehouse, he fitted it out for GBP25 per square ft and used his
digital marketing skills to advertise the space online. The space
ran at full capacity from launch, providing over 200 desks for
young businesses in Central London and was profitable from Year
2.
In the final year of the lease Charlie launched Good Life with
his brother Joseph Chadd. They pivoted to a subscription model in
2021 and launched Good Life+.
Joseph Chadd (aged 32)
After graduating from Exeter University Joseph joined The Royal
Bank of Scotland on the Investment Banking Graduate scheme, where
he joined the equity trading desk. He subsequently moved to JP
Morgan in Canary Wharf joining the FX Trading desk.
In late 2012 Joseph started an automotive business, Prestige
Cars Kent, which was named in the top thirty independent UK Car
Dealerships based on turnover and is Kent's largest independent
prestige car dealership with 75 full time members of staff. In 2022
it reached a turnover of GBP50 million and 2023 is budgeted for a
turnover of GBP70 million, with its growth accredited to data
driven decisions in every area of the business.
He founded Good Life+ with his brother, Charlie, and was
instrumental in the decision to re-launch the brand on a
subscription basis in 2021.
Good Life+ has a total of 15 employees across various functions
including marketing, production, finance and management. In
addition, it has three strategic advisors, Victor Chandler of
BetVictor, who also is an early-stage investor, advises on strategy
and acquisitions. John Gordon, who is the CEO and co-founder of
Incentive Games, a top free-to-play software provider in the
iGaming industry, working with Bet365 and others, advises on
product, customer acquisition, retention and funding. Ian McCaig,
Fiit Founder, one of the UK's top rated digital fitness apps, has
recently started and will be focused on brand, acquisition and
strategic partnerships similar to the one Fiit secured with Sky
TV.
Mark Rubin
Mark Rubin has very recently joined Good Life+ as the Chief
Financial Officer in order to help scaling the business. He was
previously the CFO of Quidco between 2009 and 2022, joining at
start up and overseeing the growth to it becoming one of Europe's
top cashback rewards platform. It was acquired by MoneySupermarket
in October 2021 for over GBP100m. Mark will bring a huge amount of
affiliate partner experience to Good Life+.
David Ivy, the founder of DotDigital, which listed under his
leadership, fulfils the role of CTO and Iain McCaig, the founder of
FiiT, the digital fitness subscription company, is the Chief
Marketing Officer.
Keith Harris, Chairman of Semper Fortis eSports Plc said:
"We are delighted to have concluded this investment into Good
Life+ by way of a Convertible Loan Note. The team at Good Life+ has
a laser focus on its vectors of growth and has a huge amount of
evidence-based data over the last 2 years on customer acquisition
and retention along with a deep understanding of the digital
marketing space. The founders have built an impressive team and the
calibre of existing investors lends weight to our view that there
is considerable upside potential in this early-stage
investment.
We will now begin a sustained period of due diligence as we
explore the opportunity to acquire Good Life+ by way of Reverse
Takeover and look forward to informing our shareholders of progress
in both that and the prospects of Good Life+ itself."
Charlie Chadd, CEO of Good Life+ said:
"The data insights we have built over the last 2 years provide
the strongest foundation for accelerated growth and this investment
allows those plans to be fast-tracked. Good Life+ has a simple
vision to reinvent the prize draw experience and become one of the
UK's leading prize draw businesses, outgrowing other players
currently active in the market. International expansion will
follow. We very much look forward to working with the Directors of
Semper Fortis over the coming months as we eye the prospect of a
potential listing in the near future."
The directors of the Company accept responsibility for this
announcement.
This announcement contains information which, prior to its
disclosure, was inside information as stipulated under Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310
(as amended).
-S -
Enquiries :
Semper Fortis Esports plc via Square1 Consulting
Max Deeley, Finance Director https://semperfortisesports.com
Novum Securities Limited + 44 20 7399 9400
AQSE Corporate Adviser and Broker
David Coffman / George Duxberry - Corporate Finance
Colin Rowbury - Corporate Broking
+44 207 929
Square1 Consulting 5599
David Bick +44 7831 381201
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END
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