TIDMTWL
RNS Number : 4868F
Weather Lottery PLC (The)
24 May 2013
The Weather Lottery plc
("TWL" or the "Company")
Acquisition of Poseve Limited, Appointment of Director &
Issue of Equity
24 May 2013
Acquisition of Poseve Limited
The board of TWL (the "Board") is pleased to announce the
acquisition on 23 May 2013 of Poseve Limited ("Poseve"), a company
registered in the Isle of Man.
Poseve brings with it a set of unique software products, focused
on lottery games and payment processing technologies. Poseve have
capabilities in improving subscription and repeat payments success,
particularly in situations where regular payments and efficient and
timely prize payouts are important, such as lottery products.
Poseve have a range of lottery, skills and hybrid games that will
provide TWL a significant opportunity to better serve its existing
customers and introduce new games for existing societies as well as
opening new revenue streams appealing to new customers.
Poseve was 100% owned by James Rose. Mr Rose holds a Personal
Licence under Part 6 of the Gambling Act 2005 and will join the
management team of Prize Provision Services Limited ("PPS"), the
Company's wholly owned lottery management subsidiary.
The consideration for the acquisition will be GBP350,000, to be
settled by way of the issue of 236,656,580 new TWL ordinary shares
of 0.1p each ("Ordinary Shares") at a price of 0.15 pence per
Ordinary Share. Poseve was incorporated on 26 April 2012, and has
yet to produce any audited accounts. Poseve has had sales from the
date of incorporation of over GBP700,000 and has achieved monthly
profitability at the operating level. During April 2013 an
operating profit of GBP25,000 was achieved on sales of GBP92,000.
Poseve has long term debt of approximately GBP350,000, and cash of
a materially similar amount.
These assets along with its experienced and dedicated management
team will enable the expansion and modernisation of the Company's
core lottery products. The Board believes this exciting
redevelopment of the existing Lottery business and the related
diversification into the fast growing payment technology sector
should be a turning point for the Company.
It is intended that Q3 2013 will see the rebranding of the
Company, additional strengthening of the board to support the
launch of an updated online lottery platform as well as the
strategic roll out of new gaming, technology and payment products
for customers.
Appointment of Director & Changes to Senior Management
The Company is delighted to announce the appointment with effect
from 23 May 2013 of Phil Jackson as Chief Executive Officer of
TWL.
Mr Jackson has over twenty years of experience in general
management, sales and marketing, and is currently the Chairman of
AIM quoted Media Corporation plc. He has held senior international
marketing positions for UnitedHealth Group, driving their clinical
research and data management group revenues from $50m to $1bn in
the period 2004-2010. For the last three years, Phil has been
advising on the corporate development of betting software group,
Intabet, as well as advising specialist health analytics group,
LA-SER, through international expansion. He is a founder of Docobo,
a leading eHealthcare company, and was a founder and former CEO of
Jackson Beazeley Limited, a specialist manufacturer and
international distributor of nursery products.
As stated in the announcement of 30 April 2013, the Board has
concluded that the historic activities of the Company are
insufficiently large to take full advantage of the Company's AIM
quotation, and the Board believes Mr Jackson is the right person to
lead the growth of TWL, and to identify and make further
acquisitions.
James Rose will replace Jeff Williams as Managing Director of
PPS. Jeff, whose financial assistance has done a great deal to
enable the Company to survive through the difficult times will
continue as a consultant to oversee the change over. James will
assume the regulatory responsibilities to the Gambling Commission
presently held by Jeff. In this he will be assisted by lottery
industry expert Garth Caswell who has also agreed to become a
consultant to the Company. The Company is pleased to announce that
the Gambling Commission have confirmed that PPS is in full
compliance with its licence and that they are happy with the
changes in management.
John Botros, TWL's company secretary, will be retiring from his
role in due course and the Board will appoint a new company
secretary when a suitable candidate can be found.
Lord Tim Razzall and Andrew Flitcroft remain in their roles as
Non Executive Chairman and Finance Director respectively.
Subscription to raise GBP63,210, Issue of Equity & Holdings
of Ordinary Shares
The Company issued on 23 May 2013 a total of 117,149,658 new
Ordinary Shares ("New Ordinary Shares"), each issued at a value of
0.147p per New Ordinary Share, the average of the 5 day closing
mid-market price of the Ordinary Shares for the five business days
to 16 May 2013 in addition to the New Ordinary Shares issued in
consideration for the acquisition of Poseve:
-- 236,656,580 New Ordinary Shares in consideration for the
acquisition of Poseve, to be issued to James Rose as Poseve's
vendor;
-- 42,999,999 New Ordinary Shares by way of three equal cash
subscriptions by new individual investors (who are not associates
of any director or substantial shareholder), raising GBP63,210 (the
"Subscription");
-- 23,809,524 New Ordinary Shares to John Botros, Company
Secretary, in settlement of outstanding fees due of GBP35,000;
-- 14,965,986 New Ordinary Shares to Lord Tim Razzall, Chairman,
in settlement of outstanding fees due of GBP22,000;
-- 14,965,986 New Ordinary Shares to Jeff Williams, Managing
Director of PPS, the Company's lottery management subsidiary, in
settlement of outstanding fees due of GBP22,000;
-- 13,605,442 New Ordinary Shares to Andrew Flitcroft, Finance
Director, in settlement of outstanding fees due of GBP20,000;
and
-- 6,802,721 New Ordinary Shares to Allenby Capital Limited, the
Company's nominated adviser and broker, in settlement of
outstanding fees due of GBP10,000.
The funds raised from the Subscription will be used to repay
certain outstanding indebtedness and provide the Company with
additional working capital. The Company can confirm that the loan
provided by Jeff Williams, as announced on 25 February 2013, will
be repaid in full and in accordance with its terms.
Following the issue of the New Ordinary Shares, the total number
of Ordinary Shares in issue will be 795,433,397, and this number
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Services
Authority's Disclosure and Transparency Rules.
An application will be made for the 353,806,238 New Ordinary
Shares to be admitted to trading on AIM with effect from 30 May
2013. Following the issue of the New Ordinary Shares, the holders
of Ordinary Shares ("Shareholders") with 3% or greater of the total
number of Ordinary Shares and of Directors will be as follows:
Name of Shareholder Holding of Ordinary % of Total Ordinary
Shares Shares
James Rose 236,656,580 29.75%
-------------------- --------------------
Jeff Williams * 79,871,378 10.04%
-------------------- --------------------
John Botros ** 61,586,391 7.74%
-------------------- --------------------
Lord Tim Razzall (Director) 34,965,986 4.40%
-------------------- --------------------
Petwood Hotel Limited
Discretionary Trust 30,000,000 3.77%
-------------------- --------------------
Andrew Flitcroft (Director) 13,605,442 1.71%
-------------------- --------------------
Philip Jackson (Director) 0 0.00%
-------------------- --------------------
* Includes Ordinary Shares held by pension funds of which Mr
Williams and his wife are the beneficiaries
** Includes 21,021,112 Ordinary Shares held as trustee for the
Second Trinity Trust
Related Party Transactions
The Board consider, having consulted with Allenby Capital
Limited, the Company's nominated adviser, that the terms of the
issue of New Ordinary Shares to Mr Williams is fair and reasonable
insofar as Shareholders are concerned.
Mr Jackson (being the sole independent director for the purposes
of the issue of New Ordinary Shares to Lord Razzall and Mr
Flitcroft) considers, having consulted with Allenby Capital
Limited, the Company's nominated adviser, that the terms of the
issue of New Ordinary Shares to Lord Razzall and Mr Flitcroft are
fair and reasonable insofar as Shareholders are concerned.
Chairman's Comment
Chairman Lord Tim Razzall commented, "I am excited by the
substantial opportunities that the acquisition of Poseve provides
and I look forward to working alongside Phil, James and the
existing team. I would like to thank Jeff and John for all the
effort and support they have provided in the past and for their
contribution to the forthcoming handover period."
For further information contact:
The Weather Lottery PLC begin_of_the_skype_highlighting
end_of_the_skype_highlighting 020 7618 9000
Philip Jackson, CEO
Website www.theweatherlotteryplc.com
Allenby Capital Limited (Nomad) begin_of_the_skype_highlighting
Nick Harriss/Nick Athanas/James Reeve 020 3328
5656end_of_the_skype_highlighting
SVS Securities (Broker) begin_of_the_skype_highlighting
end_of_the_skype_highlighting
Alex Brearley 020 7638 5600
AIM Rules for Companies Schedule 2 (g) information
Full Name - Philip Ian Jackson
Age - 43
Directorships and Partnerships: Phil Jackson has held the
following directorships or partnerships within the last five
years.
Current
Career Plus Limited
818 Limited
Etail Technology Limited
Eupay Card Limited
Eupay Global Payment Services Limited
Eupay Group Limited
Intabet Limited
Invoicer Limited
Media Corporation plc
MDC Social Networks Limited
Philip Jackson Limited
Smartcheque Limited
Xworks Limited
Previous
Inta Stadia Limited
Jackson Beazley Limited
Setrax Limited
No further disclosures are required under Schedule 2 (g) and
Rule 17 of the AIM Rules for Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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