TIDMB90
RNS Number : 3244M
B90 Holdings PLC
07 May 2020
7 May 2020
B90 Holdings plc
("B90", the "Company" or "Group")
Convertible Loan and Corporate Update
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, announces that it has raised
GBP450,000 (approximately EUR515,000) pursuant to subscriptions for
convertible loan notes (the "Convertible Loan") and also provides a
general corporate update.
Convertible Loan
The Company has raised approximately GBP450,000 (approximately
EUR515,000) pursuant to the Convertible Loan, with the proceeds to
be used to satisfy certain critical creditor payments, together
with certain statutory and regulatory payments due, that are
required to ensure the continued operations of the Group.
The terms of the Convertible Loan are the same as the
convertible loan notes issued in September and December 2019, as
set out in the Company's announcement of 19 December 2019. T he
Convertible Loan has a three-year term and a 5% annual coupon,
payable in arrears on 30 June and 31 December, with the first
instalment due to be paid on 30 June 2020. The Convertible Loan is
convertible at any time by the investors at a price of 5p per new
ordinary share of no par value in the Company ("Ordinary Share").
The Convertible Loan will automatically convert into Ordinary
Shares if the closing mid-market price of an Ordinary Share is 10p
or more for 25 consecutive business days. The Convertible Loan is
unsecured.
Following the issue of the Convertible Loan, the Company has
approximately GBP1,210,000 (approximately EUR1,390,000) outstanding
pursuant to the convertible loan notes as at the date of this
announcement, with t he September 2019 convertible loan, the
December 2019 convertible loan and the Convertible Loan due for
repayment in September 2022, December 2022 and May 2023
respectively.
The subscriptions of the Convertible Loan is by Mr Peter Paul
Westerterp, Mr Mark Rosman, a Non-executive Director of the Company
and a third investor (together the "Investors"). Mr Westerterp and
Mr Rosman are currently interested in approximately 4.4% and 3.1%
respectively of the Company's issued share capital and, following
the subscription of the Convertible Loan, will be interested in, in
aggregate, approximately GBP1,020,000 (approximately EUR1,175,000)
and EUR100,000 (approximately GBP87,000) respectively in the
Company's convertible loan notes.
Mark Rosman, as a Director of the Company, is deemed to be
related party of the Company pursuant to the AIM Rules for
Company's ("AIM Rules") and his subscription of EUR100,000
(approximately GBP87,000) pursuant to the Convertible Loan is
therefore a related party transaction for the purposes of Rule 13
of the AIM Rules. The Directors of the Company, other than Mr
Rosman, consider, having consulted with Strand Hanson Limited, the
Company's nominated adviser, that the terms of his subscription for
the Convertible Loan are fair and reasonable insofar as B90's
shareholders are concerned.
Corporate Update
Further to the Company's announcements on 17 March 2020 and 15
April 2020, the Company's business continues to be negatively
impacted by the ongoing cancellation of the vast majority of
sporting events in its target markets as a result of the global
COVID-19 pandemic, with a number of these restrictions now looking
like they will continue into the second half of 2020, resulting in
a significant reduction in the number of customers placing bets.
This has led to a significant reduction in the Group's revenue over
the period, which is likely to continue for the foreseeable
future.
Further to the issue of the Convertible Loan, the Company
continues to be reliant on being able to manage its creditors and
the Company continues to seek to secure further funding in the
short term and discussions continue in this regard with new and
existing investors. In the event that it does not raise further
funding in the short term, there can be no certainty that the Group
will be able to continue as a going concern.
The Company confirms that the suspension in the trading of its
Ordinary Shares on the AIM market of the London Stock Exchange
remains in place.
Further announcements will be made as appropriate.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
B90 Holdings Plc +44 (0)1624 605 764
Paul Duffen, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Richard Tulloch / James Dance
Whitman Howard Ltd (Broker) +44 (0)20 7659 1234
Nick Lovering / Christopher Furness
IFC Advisory (Financial PR & IR) +44 (0)20 3934 6630
Graham Herring / Tim Metcalfe / Zach Cohen
About B90 Holdings plc
B90 Holdings plc is a group of companies focused on the
operation of its own online Sportsbook and Casino product as well
as marketing activities for other online gaming companies.
Website: www.b90holdings.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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