TIDMB90
RNS Number : 8781T
B90 Holdings PLC
30 March 2021
30 March 2021
B90 Holdings plc
("B90", the "Company" or the "Group")
Subscription to raise GBP1.1 million
New Affiliate Agreements
B90 Holdings plc (AIM: B90), the sportsbook operator and online
marketing company for the gaming industry, is pleased to announce
that it has raised GBP1.1 million (before expenses) through a
subscription of 7,796,427 new ordinary shares of no par value
("Ordinary Shares") (the "Subscription Shares") with certain
existing and new investors at a price of 14 pence per share (the
"Issue Price") (the " Subscription ").
In addition, the Company is pleased to announce that it has
entered into affiliate agreements with RB Journalism SIA (trading
as oddsen.nu) ("Oddsen") and E-2 Communications Ltd ("E2") to
access potential new customers for, and drive additional traffic
to, the Bet90 platform.
The Subscription
The Company has raised GBP1.1 million via a subscription for the
Subscription Shares at the Issue Price. The Issue Price represents
a 1.8 per cent. premium to the Company's closing middle market
share price of 13.75 pence on 29 March 20 21 , being the last
practicable business day prior to this announcement. The
Subscription Shares represent 7.6% of the Company's existing issued
share capital. The Subscription is conditional on, inter alia,
Admission (as defined below).
The proceeds of the Subscription will be utilised towards
settling the majority of Group's overdue creditors. Accordingly,
the Directors consider that the Group is now in a more secure
financial position whereby it can focus on an expanding and growing
its operations.
Furthermore, the Company will issue 285,571 new ordinary shares
to settle placing fees amounting to GBP39,980 payable to third
parties (the "Fee Shares").
New Affiliate Agreements
The Company has now finalised the affiliate agreement with
Oddsen (as per the announcement of 17 March 2021) to grow the
Group's revenues in Norway. The Company considers Oddsen to be one
of the key affiliates in Norway, with more than 15 years
operational history. The Company has given oddsen.nu exclusive
rights to market Bet90.com in the Norwegian market. Oddsen will
receive an upfront affiliate fee of EUR200,000, payable via the
issue of 3,500,000 new Ordinary Shares (the "Oddsen Shares").
In addition, the Company has entered into an affiliate agreement
with existing affiliate partner E2 to grow the Group's revenues in
various countries. E2 will receive an upfront affiliate fee of
EUR100,000, payable via the issue 1,800,000 new Ordinary Shares
(the "E2 Shares", together with the Oddsen Shares, the
"Consideration Shares").
The number of shares being issued to Oddsen and E2 have been
calculated by reference to the price at which the convertible loan
notes, most recently issued on 17 March 2021, are capable of being
converted, being 5p per new Ordinary Share.
It is expected that any further affiliate fees payable to Oddsen
and E2 will be agreed as and when Bet90 receives an agreed level of
commissions against the upfront affiliate fee paid to Oddsen and E2
respectively.
The Consideration Shares represent 5.2% of the Company's
existing issued share capital.
Partial Conversion of Convertible Loan
The Company has received three conversion notices from holders
of the outstanding convertible loan notes. The notes converted at
the agreed price of 5p are in respect of EUR300,000 subscribed on
16 September 2019 and a total of EUR260,000 subscribed on 17 March
2021. The accrued interest amounts to EUR22,725 and forms part of
the conversion as per the terms of conversion, resulting in the
issuance of 9,963,530 new Ordinary Shares (the "Conversion
Shares").
Following this conversion , the Company has EUR3,838,500
(approximately GBP3,280,000) outstanding pursuant to the
convertible loan notes as at the date of this announcement.
The Conversion Shares represent 9.7% of the Company's existing
issued share capital.
Paul Duffen, Executive Chairman of B90, commented:
"The signing of these affiliate deals with Oddsen and E2
reflects the Board's strategy to invest in marketing and to expand
the geographic focus of Bet90. The proceeds from this Subscription
will put the Group on a more stable financial footing and enable
the activation of additional marketing initiatives to drive
revenue."
Admission
When issued, the Subscription Shares, Fee Shares, Consideration
Shares and Conversion Shares (together, the "New Ordinary Shares")
will rank pari passu with the existing Ordinary Shares and
application is being made to the London Stock Exchange plc for
admission of the New Ordinary Shares to trading on AIM
("Admission"). The Subscription is conditional on, inter alia,
Admission and dealings are expected to commence at 8.00 a.m. on 7
April 2021.
Total voting rights
Following the issue of the Placing Shares, the Consideration
Shares and the Conversion Shares, the Company's total issued share
capital will consist of 126,152,150 Ordinary Shares with voting
rights. The Company does not hold any Ordinary Shares in treasury
and accordingly there are no voting rights in respect of any
treasury shares. On Admission, the abovementioned figure of
126,152,150 Ordinary Shares 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, B90 under the Financial Conduct
Authority's Disclosure and Transparency Rules.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European (Withdrawal)
Act 2018.
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 / James Dance / Rob Patrick
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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