TIDMWEB
RNS Number : 5223M
Webis Holdings PLC
15 September 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S
OBLIGATIONS UNDER ARTICLE 17 OF MAR.
Webis Holdings PLC
15 September 2023
Webis Holdings plc
("Webis" or "the Company")
Webis agrees new Convertible Loan for expansion of business
Webis Holdings plc, the global gaming group, today announces
that it has agreed to issue GBP1,150,000 of convertible loan notes
("Convertible Notes") to Galloway Limited ("Galloway"), in respect
of GBP750,000 of new funding made available to the Company by
Galloway and in satisfaction of amounts due to Galloway pursuant to
a prior loan made to the Company in 2017 which is due for
repayment.
The new funding of GBP750,000 will enable the Company to invest
further in its business-to-consumer sector ("B2C"), recognising the
growth potential of this sector. Specifically, the Company intends
to invest in a programme of further software developments of its
main website www.watchandwager.com and marketing the mobile
product. As previously reported, the Company has been very
encouraged by the operation of our platform in considering the
limited investment made to date. The platform has performed well,
and we can see the opportunity to further grow our market share in
the USA. As we improve the user experience, we will further invest
in key marketing techniques, especially player recruitment and
retention with special focus on online marketing techniques. We
will keep shareholders fully up to date with developments.
Terms of the Convertible Notes
-- The Convertible Notes comprise of GBP750,000 in respect of
new funds advanced to the Company and an existing debt of
GBP400,000 (after conversion of US$ 500,000 due and outstanding by
the Company to Galloway from US$ to GBP at the prevailing rate
published by Bloomberg of GBP0.80:$1 as at 13 September 2023).
-- The Convertible Notes shall be convertible into ordinary
shares of GBP0.01 each in the capital of the Company in the
following circumstances:
o on completion of an equity fundraising of at least GBP750,000,
at the price applicable to that equity fundraising;
o on completion of a change of control of the Company, at the
price applicable to that change of control;
o at the election of Galloway, at the higher of (i) GBP0.0156
(being the 20 day volume weighted average price of the Company's
shares on the business day immediately prior to the date of this
announcement) ("Default Price"), and (ii) the 20 day volume
weighted average price of the Company's shares on the business day
immediately prior to the date of conversion of the Convertible
Notes into Company shares; and
o if not converted earlier, on the date falling 5 years after
the date of issue of the Convertible Notes, at the Default
Price.
-- The Convertible Notes shall only be repaid in cash in a
default event or otherwise at the election of the Company.
-- The Convertible Notes shall accrue interest at the rate of
11% per annum, such interest to be repaid on repayment or
conversion of the Convertible Notes in cash or Company shares, at
the election of the Company.
-- For such time as funds remain outstanding under the
Convertible Notes, Galloway shall have the right to appoint an
additional director to the Board of Directors of the Company.
Alongside a potential future Galloway nominee, the Company
continues to actively look for a suitable independent non-executive
director to join the Board.
Related Party Transaction
Denham Eke, the Non-Executive Chairman of Webis, is a director
of Galloway Limited and a director of Burnbrae Group Limited of
which Galloway Limited is a wholly owned subsidiary. Katie Errock,
a Non-Executive Director is the Company Secretary of Burnbrae Group
Limited, which is an indirect 63.1 per cent. shareholder in Webis.
Accordingly, Galloway is a Related Party of the Company and
therefore the issue of the Convertible Notes is a Related Party
Transaction under the AIM Rules; as such, the independent Directors
(being Ed Comins and Richard Roberts - Denham Eke and Katie Errock
having recused themselves), having consulted with the Company's
Nominated Adviser, consider the terms of the Convertible Notes are
fair and reasonable in so far as Webis's shareholders are
concerned.
Ed Comins, Managing Director of Webis, stated:
"Webis is very pleased to receive further backing from our
principal shareholder. Their expression of support is important for
the Company and compares favourably with other potential forms of
funding considered. Webis stands in an excellent position in the
USA gambling market and particularly with our array of content and
licensed presence in the USA, particularly California. These are
key assets that are not readily available to new entrants into the
market, and we look forward to continued discussion regarding any
potential partnerships, mergers, opportunities, and acquisitions to
continue to build our strength."
For further information:
Webis Holdings plc Tel: 01624 639396
Denham Eke / Ed Comins
Beaumont Cornish Limited Tel: 020 7628 3396
Roland Cornish / James Biddle
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END
MSCBRGDCGUBDGXS
(END) Dow Jones Newswires
September 15, 2023 02:00 ET (06:00 GMT)
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