TIDMTWL
RNS Number : 9056N
Weather Lottery PLC (The)
13 September 2013
The Weather Lottery plc
("TWL" or the "Company")
Acquisition of Sormelle Limited, Appointment of Director,
Proposed Change of Name & New Funding Facility
13 September 2013
The Board of TWL (AIM:TWL), the AIM quoted lottery, gaming and
leisure company is pleased to announce a set of important
developments for the Company's future.
Acquisition of Sormelle Limited
Further to the announcement of 24 May 2013, the board of TWL
(the "Board") is pleased to announce the next important element of
its strategy of acquiring or developing new gaming and payment
products with the acquisition of Sormelle Limited ("Sormelle"), a
company registered in the Isle of Man (the "Acquisition").
Sormelle, through its wholly owned subsidiary Pay Corporation
Limited ("PayCorp"), will extend TWL's payment processing
capabilities and enhance our offering of support tools and
technologies for gaming and non-gaming customers. Sormelle has
developed strategic partnerships with banks and customers (both in
the gaming sector and other industries) around the world and will
be instrumental in expanding TWL's ability to service customers
whose businesses cross international borders.
The vendor of Sormelle is Kevin Dale, and the consideration for
the Acquisition will be satisfied wholly through the issue of
324,895,331 new TWL ordinary shares of 0.1p each ("Ordinary
Shares") to Mr Dale, equivalent to a value of GBP422,364 at
yesterday's closing mid-market price of 0.13 pence per Ordinary
Share. Sormelle was incorporated on 25 April 2012, and has yet to
produce any audited accounts. Sormelle has reached breakeven point,
and is currently generating monthly fee revenues of around
GBP20,000.
The Acquisition will augment the on-going expansion and
modernisation of the Company's core lottery products and enable it
to offer payment services to new clients. The Board believes this
exciting re-development of the business puts TWL in a position to
play a major role in the online and alternative payment technology
sector, for both gaming and non-gaming transactions, while directly
supporting its current and planned activities in the gaming and
lottery sector.
Phil Jackson, TWL's CEO is an existing director of PayCorp but
has no financial interest in the transaction.
Appointment of Director
Following the acquisition of Sormelle, Kevin Dale will join the
Board as Chief Operating Officer. Kevin's early career was in
project management and management consultancy, culminating in a
Team Leader role at Ernst & Young. He was seconded in 2000 to
Coral Eurobet to implement a new strategic plan and acted as
interim Marketing Director. Kevin then joined Sportingbet plc as
Marketing Director as they expanded their worldwide customer base.
He then moved on to Betfair, also as Marketing Director, again to
lead international customer growth. Since 2005 he has held a number
of senior and consultancy roles within the gaming sector, including
interim managing director at Littlewoods Betdirect and a Director,
then CEO, of GameAccount for 7 years, where he helped build it into
the world's largest skill-based gaming network.
Following the Acquisition, Mr Dale will own 324,895,331 Ordinary
Shares, equivalent to 29.0% of the enlarged issued ordinary share
capital of the Company.
Proposed Change of Name
It is proposed, subject to shareholder approval, that the
Company changes its name to Boxhill Technologies plc as the Board
believes this name better reflects the Company's diversified
activities within the software, lottery, gaming and leisure
sectors.
The Company intends to shortly convene a general meeting of
ordinary shareholders (the "General Meeting"). Resolutions to be
proposed at the General Meeting include, inter alia, authorities
enabling the Directors to allot shares and the change of name to
Boxhill Technologies plc.
New funding facility
To help fund the Company's working capital requirements
following the Acquisition, the Company has entered into a secured
convertible loan agreement for GBP250,000 from a consortium of
private investors (the "Loan"). The Loan, which can be drawn down
immediately, is for a period of 12 months with interest payable at
10 per cent above the base lending rate from time to time of
Barclays Bank plc and is secured over the assets of the Company.
The Company can confirm that the loan from Jeff Williams, announced
on 25 February 2013, was repaid in full.
Subject to shareholder approval of the resolutions at the
General Meeting, the Loan will be convertible at a price of 0.1625
pence per Ordinary Share, equivalent to a 25 per cent. premium to
yesterday's closing mid-market price of 0.13 pence per Ordinary
Share. If the resolutions are not approved by Shareholders at the
General Meeting, the Loan will be subject to a 10% redemption
premium on maturity.
Admission of New Ordinary Shares
An application will be made for admission of the 324,895,331 new
Ordinary Shares issued in consideration for the Acquisition to
trading on AIM with effect from 20 September 2013. Following the
Acquisition, the Company will have 1,120,328,728 Ordinary Shares in
issue.
Change of Registered Office
The Company's registered office has been changed with immediate
effect to:
21 Knightsbridge
London
SW1X 7LY
United Kingdom
Chairman's Comment
Chairman Lord Tim Razzall commented, "We continue to pursue
opportunities in the gaming and related on line payment space and
the acquisition of Sormelle provides us with a broader range of
services that will directly help our existing businesses take money
online securely and easily, but also brings an opportunity to
supply payment services to other e-businesses both in the UK and
overseas. Kevin brings with him a proven track record of rolling
out major products in the gaming and related sectors."
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 - Kevin Neil Dale
Age - 47
Directorships and Partnerships: Kevin Dale has held the
following directorships or partnerships within the last five
years.
Previous
Gameaccount Global Limited
No further information is required to be disclosed pursuant to
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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