TIDMB90
RNS Number : 9862H
B90 Holdings PLC
09 December 2020
9 December 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, EUR700,000 (approximately GBP638,000) 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, EUR700,000 (approximately
GBP638,000) pursuant to the Convertible Loan, with the proceeds to
be used for working capital and to satisfy certain creditor
payments, together with certain statutory and regulatory payments
due.
The terms of the Convertible Loan are the same as the
convertible loan notes issued in September 2019, December 2019, May
2020 and September 2020, as set out in the Company's announcement
of 11 September 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 first 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
EUR2,520,000 (approximately GBP2,297,000) 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, the September 2020
convertible loan and this Convertible Loan due for repayment in
September 2022, December 2022, May 2023, September 2023 and
December 2023 respectively.
The subscriptions for the Convertible Loan is by three 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 EUR250,000 (approximately GBP228,000) of the
Convertible Loan, and taking into account his subscription of
EUR100,000 in relation to the convertible loan note issued in May
2020 and the subscription of EUR300,000 in relation to the
convertible loan note issued in September 2020, he is now
interested in, in aggregate, EUR650,000 (approximately GBP592,000)
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 EUR250,000 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 B90's update of 11 September 2020, the Group's
business has continued to recover from the negative impact of the
cancellation of the majority of sporting events due to the global
COVID-19 pandemic during the second quarter of 2020. Whilst the
outlook remains uncertain, the Board is encouraged that the results
of trading in the last two months is now in line with management
expectations.
The Company though continues to be reliant on being able to
manage its creditors and for trading to continue to improve in line
with management expectations, and in the event that it is not able
to manage its creditors and/or trading is not in line with
management expectations, the Company will likely need to raise
further funding. In such circumstances, there can be no certainty
that such funding will be available or to the terms of such funding
and accordingly, there can be no certainty that the Group will be
able to continue as a going concern.
The Company 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, as announced
on 11 September 2020, 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.
The audit work for the Group's financial results for the year
ended 31 December 2019 is currently being finalised and the Company
is aiming to publish the Group's 2020 annual report and accounts,
concurrently with the Group's interim results for the period ended
30 June 2020, by the end of January 2021.
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
Tim Metcalfe / Graham Herring / 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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END
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