TIDMB90
RNS Number : 4133W
B90 Holdings PLC
22 December 2021
For release: 07.00, 22 December 2021
B90 Holdings plc
("B90", the "Company" or "Group")
Acquisition of Spinbookie and Subscription to raise
GBP596,800
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, announces that it has entered into
an agreement with Entercreation Limited (the "Vendor") to acquire
certain assets, including the domain, business IP, and 100% of the
operations of Spinbookie.com ("Spinbookie"), an online sportsbook
and casino (the "Acquisition").
The Company is also pleased to announce that it has raised
GBP596,800 (before expenses) through a subscription of 4,973,333
new ordinary shares of no par value in the capital of the Company
("Ordinary Shares") (the "Subscription Shares") with certain
existing investors at a price of 12 pence per Ordinary Share (the
"Issue Price") (the "Subscription"). The Issue Price represents a
premium of 17% to yesterday's closing mid market price per Ordinary
Share, being the last practicable business day prior to this
announcement, of 10.25 pence.
The Acquisition
Spinbookie is a newly established fully operational website
operating on BetConstruct, an industry leading gaming software
developer platform. Spinbookie has fully functional and compliant
payment options implemented. Spinbookie operates under a Curacao
gambling license, with number 365/JAZ Sub-license
GLH-OCCHKTW0711052021.
Spinbookie will be operating in different and complementary
markets to B90's existing operations, including expanding the
Group's reach into new terrortories in South America. Marketing
agreements are already in place to drive traffic to Spinbookie, and
the combined business will benefit from the Company's existing
agreement with Nordic Group Ltd, announced on 23 August 2021, as
well as the acquisition of the affiliate website Oddsen.nu,
announced on 30 September 2021, which will be used to drive
additional traffic. Spinbookie's existing full casino and
sportsbook product covers most major global sporting events,
including a large range of live betting markets. The casino
offering includes suites from Microgaming, Evolution and other key
casino suite providers. The Spinbookie operations will be handled
using the existing Bet90 operational team.
The consideration for the Acquisition will be satisfied by the
issue of an initial 8.6 million new ordinary shares of nil par
value in the capital of B90 ("Ordinary Shares") ("Consideration
Shares"). A further 8.6 million new Ordinary Shares will be issued
to the Vendor if the net gaming revenue of Spinbookie exceeds a
cumulative amount of EUR500,000 within the first 12 months after
completion of the Acquisition ("Earn-out Shares"). Based on the
closing mid market price per Ordinary Share on 21 December 2021,
the latest practicable date prior to this announcement, the value
of the Consideration Shares is GBP881,500 and the maximum
consideration payable, assuming the issue of the Earn-out Shares is
GBP1,763,000. The Consideration Shares and Earn-out Shares will
rank pari passu in all respects with the existing Ordinary Shares
in issue at the time such shares are issued. The Vendor has agreed
to a lock-in period in relation to the Consideration Shares of six
months following completion of the Acquisition. During the lock-in
period, the vendor cannot sell, transfer or otherwise dispose of,
or create any encumbrance over, any of the Consideration Shares (or
any interest in them), or enter into any agreement to do so. As
Spinbookie is recently established, there are no financial accounts
available that can be disclosed pursuant to Schedule Four of the
AIM Rules.
The Subscription
The Company has raised GBP596,800 via a subscription for the
Subscription Shares at the Issue Price.
In addition, the Company also announces that it has agreed with
certain creditors to convert outstanding liabilities and will
settle them, along with finders' fees in relation to this
fundraise, amounting to GBP49,670 , via the issue of 413,917 new
Ordinary Shares, at 12 pence per share (the "Conversion
Shares").
The net proceeds of the Subscription will augment the Company's
working capital and facilitate the expansion of the Group's
operations and launch of Spinbookie.
Commenting on the Acquisition, Karim Peer, Non-Executive
Chairman said:
"The acquisition of Spinbookie continues the development of our
business. As the consideration is being paid in shares, the team is
incentivised to drive future growth and profits by establishing a
larger customer base . We believe this is a good acquisition for
the Company as it is planned to accelerate our timeline to
profitability, as well as adding a valuable new domain to our
online real estate. By utilising our recently signed affiliate deal
with Nordic Group, as well as our other, well established direct to
customer marketing initiatives, we will introduce the Spinbookie
brand into new and different markets, facilitating more growth and
accelerating customer acquisition. "
Admission
When issued, the Consideration Shares, Conversion Shares and
Subscription Shares, totalling in aggregate 13,987,250 new Ordinary
Shares, will rank pari passu with the existing Ordinary Shares and
application is being made to the London Stock Exchange for
admission of the Consideration Shares, Conversion Shares and
Subscription Shares to trading on AIM ("Admission") which is
expected to take effect at 8.00 a.m. on or around 31 December
2021.
Total voting rights
Following the issue of the Consideration Shares, Conversion
Shares and Subscription Shares, the Company's total issued share
capital will consist of 238,406,583 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
238,406,583 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, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
-ends-
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
Karim Peer, Non-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
Belvedere (Financial PR & IR) +44 (0)20 3687 2754
John West / Llewellyn Angus
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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