TIDMB90
RNS Number : 4644N
B90 Holdings PLC
30 September 2021
For release: 07.00, 30 September 2021
B90 Holdings plc
("B90", the "Company" or "Group")
Acquisition of Oddsen.nu and Subscription to raise GBP1.24
million
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, announces that it has entered into
an agreement with Performance Media SIA (the "Vendor") to acquire
certain assets, including the domain, business IP and 100% of the
operations of Oddsen.nu ("Oddsen"), a Norwegian sports-bet
affiliate site (the "Acquisition").
The Company is also pleased to announce that it has raised
GBP1.24 million (before expenses) through a subscription of
8,888,465 new ordinary shares of no par value in the capital of the
Company ("Ordinary Shares") (the "Subscription Shares") with
certain existing and new investors at a price of 14 pence per
Ordinary Share (the "Issue Price") (the "Subscription"). The Issue
Price represents a premium of 19% to yesterday's closing mid market
price per Ordinary Share, being the last practicable business day
prior to this announcement, of 11.75 pence.
The Acquisition
Oddsen.nu has been operating for over 20 years in its home
market of Norway. Oddsen connects publishers with affiliate
programs that allow them to promote sports book gambling-related
offers. Its operations include producing media content covering a
wide range of sports news, sport event s, analysis and forecasts ,
which it then publish es o n its website Oddsen.nu. Oddsen.nu also
offers a major forum, where end users can discuss sports betting
related events 24-7 and has generated winning odds tips for its
visitor for a number of years , free of charge.
For the financial year ending 31 December 2020, the assets being
acquired generated EUR781,000 of revenue and net profits of
EUR616,000, as set out in the unaudited management accounts of
Performance Media SIA as at 31 December 2020. As at 31 December
2020, Oddsen.nu had net assets of EUR86,000.
The aggregate consideration for the Acquisition of approximately
EUR4.37 million (approximately GBP3.77 million) will be satisfied
by the issue of 19,965,000 new Ordinary Shares ("Consideration
Shares"), plus an initial cash consideration of EUR600,000 on
completion of the Acquisition, to be satisfied from net proceeds of
the Subscription. Based on the closing mid market price per
Ordinary Share on 29 September 2021, the latest practicable date
prior to this announcement, the value of the Consideration Shares
is approximately GBP2.35 million. A further cash payment of EUR1.05
million will be paid on or before 31 March 2022. The Company may,
at its discretion, satisfy the deferred consideration of EUR1.05
million by the allotment and issue of new Ordinary Shares, with
such number of shares to be calculated by reference to the volume
weighted average closing price per Ordinary Share over the five
business days immediately preceding the date of allotment.
The Consideration Shares will rank pari passu in all respects
with the existing Ordinary Shares. The Vendor has agreed to a
lock-in period in relation to the Consideration Shares of twelve
months following completion of the Acquisition and an orderly
market provision for 12 months thereafter. 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.
The Subscription
The Company has raised GBP1.24 million 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 GBP70,994, via the issue of 507,102 new
Ordinary Shares, at 14 pence per share (the "Conversion Shares").
Furthermore, as part of the agreement with Ronny Breivik, as
announced on 28 April 2021, 280,000 new Ordinary Shares will be
issued as part of his agreed remuneration (the "Remuneration
Shares").
The net proceeds of the Subscription will be used to fund the
initial cash consideration of the Acquisition, to increase working
capital and to facilitate the expansion of the Group's
operations.
Commenting on the Acquisition, Paul Duffen, Executive Chairman,
said :
"The acquisition of Oddsen continues the transformation of our
business. Coupled with the fundraise,which gives a strong
indication of the support that our stakeholders have for our growth
strategy, our business now has a real operational and financial
platform from which to grow. This transaction adds a valuable new
domain to our online real estate; increases our affiliate marketing
capability; and takes our operations into Norway, which is an
attractive, stable and well-established market for sports betting.
We believe that the acquisition is an important step into owning
proprietary software and taking control over valuable parts of the
value chain in our industry. We consider it a strategic acquisition
that can be used as a platform to be rolled out in other markets as
well."
Admission and Total voting rights
When issued, the Consideration Shares, Subscription Shares,
Conversion Shares and Remuneration 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"). Admission and dealings are expected to commence in
the New Ordinary Shares at 8.00 a.m. on or around 6 October
2021.
Following the issue of the New Ordinary Shares, the Company's
total issued share capital will consist of 224,419,433 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 224,419,433 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.
-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
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
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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