TIDMB90
RNS Number : 6791Y
B90 Holdings PLC
11 September 2020
11 September 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 is has raised,
in aggregate, EUR450,000 (approximately GBP408,000) pursuant to
subscriptions for convertible loan notes (the "Convertible Loan")
and also provides a general corporate update.
Convertible Loan
The Company is raising, in aggregate, EUR450,000 (approximately
GBP408,000) 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, as well
as provide general working capital.
The terms of the Convertible Loan are the same as the
convertible loan notes issued in September and December 2019 and
May 2020, as set out in the Company's announcement of 7 May 2020. 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 next
instalment due to be paid on 31 December 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
EUR1,815,000 (approximately GBP1,644,000) 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, the May 2020 convertible loan and this
Convertible Loan due for repayment in September 2022, December
2022, May 2023 and September 2023 respectively.
The subscriptions of the Convertible Loan is by two existing
shareholders, including Mr Mark Rosman, a Non-executive Director of
the Company. Mr Rosman is currently interested in approximately
3.1% of the Company's issued share capital and, following his
subscription of EUR300,000 (approximately GBP272,000) of the
Convertible Loan, and taking into account his subscription of
EUR100,000 in relation to the convertible loan note issued in May
2020, he is now interested in, in aggregate, EUR400,000
(approximately GBP364,000) of 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 EUR300,000 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 announcement on 24 June 2020, the
Company's business is beginning to show signs of some recovery
after being negatively impacted by the cancellation of the vast
majority of sporting events in its target markets as a result of
the global COVID-19 pandemic in March 2020.
Further to the issue of the Convertible Loan, the Company
continues to be reliant on being able to manage its creditors and
the Company actively 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 also confirms that whilst the suspension in the
trading of its Ordinary Shares on the AIM market of the London
Stock Exchange ("AIM") (the "Suspension") remains in place, in
accordance with guidance issued by the London Stock Exchange,
Coronavirus - Temporary Measures issued on 20 March 2020, the
Company confirms that, pursuant to AIM Rule 41, it has been granted
an extension to the period that would result in the Ordinary Shares
being cancelled from trading on AIM from six months to 12 months.
Accordingly, if the Ordinary Shares remain suspended for more than
12 months from the date of the Suspension, being 17 March 2020, the
Ordinary Shares will then be cancelled from trading on AIM.
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)
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
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