TIDMB90
RNS Number : 4800S
B90 Holdings PLC
17 March 2021
17 March 2021
B90 Holdings plc
("B90", the "Company" or "Group")
Issue of Convertible Loan
Conversion of Liabilities & Issue of Equity
Corporate Update
Restoration of Trading on AIM
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, is pleased to announce that it has
raised, in aggregate, EUR1,847,000 (approximately GBP1,585,000)
pursuant to subscriptions for convertible loan notes (the
"Convertible Loan").
The issue of the Convertible Loan coincides with today's release
of the Company's 2019 annual report and accounts and unaudited
interim results for the six months ended 30 June 2020.
As a result, the suspension of the Company's ordinary shares of
no par value ("Ordinary Shares") from trading on AIM is being
lifted with effect from 7.30 a.m. today. Accordingly, trading in
the Ordinary Shares on AIM will be restored at 8.00 a.m. today.
In light of the above, B90 is also pleased to provide a
corporate update.
Convertible Loan
The Company has raised, in aggregate, EUR1,847,000
(approximately GBP1,585,000) pursuant to the Convertible Loan, with
the proceeds to be used for working capital and to satisfy certain
creditor, statutory and regulatory payments.
The terms of the Convertible Loan are the same as the
convertible loan notes issued in September 2019, December 2019, May
2020, September 2020 and December 2020, as set out in the Company's
announcement of 9 December 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
30 June 2021. The Convertible Loan is convertible at any time by
the investors at a price of 5p per new 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
EUR4,394,500 (approximately GBP3,762,500) outstanding pursuant to
the convertible loan notes as at the date of this announcement.
Should the convertible loans in their entirety be converted,
this would result in the issue of 75,250,000 new Ordinary Shares,
representing 78.5% of the Company's current issued share capital
(prior to the issue of the Conversion Shares mentioned below).
The Board is pleased to announce that Ronny Breivik, an
entrepreneur with significant expertise in the online game sector,
has invested EUR500,000 in the Convertible Loan. Ronny has an
impressive track record operating in the online gaming sector and
will be joining the Group in a senior role to oversee certain
operational activities, whilst ultimately reporting to the
Board.
Conversion of Liabilities and Issue of Equity
In order to reduce the Group's liabilities, the Company has
agreed with certain creditors, which are considered to be important
for the progression of the Group's strategy, that an aggregate
amount of approximately EUR400,600 (or approximately GBP345,500)
will be converted into 6,917,130 new Ordinary Shares (the
"Conversion Shares") at a price at 5p per share (the "Conversion"),
positively impacting the Group's working capital position.
The Conversion is conditional on the admission of the Conversion
Shares to trading on AIM ("Admission"). An application has been m
ade to the London Stock Exchange for Admission to become effective
and dealings in the Conversion Shares to commence at 8.00 a.m. on
19 March 2021.
Following Admission, the Company's total issued share capital
will consist of 102,806,622 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. The Conversion Shares will be fully paid and will rank pari
passu in all respects with the Company's existing Ordinary
Shares.
With effect from Admission, the abovementioned figure of
102,806,622 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 Guidance and Transparency Rules.
Corporate Update
Whilst trading since the end of June 2020 has been in-line with
the Board's then revised expectations, as set out in its 2020
interim accounts published today, the Group continues to reduce its
operating costs to match the current operations and the Directors
continue to manage the Group's cash resources carefully. Whilst the
Group has raised additional funds by way of the Convertible Loan,
the Group continues to remain reliant on being able to manage its
cash resources carefully, continuing to manage its creditors and
trading being in-line with management's expectations. Furthermore,
should trading not be in line with management's expectations going
forward, the Group's ability to meet its liabilities may be
impacted, in which case the Group will need to raise further
funding. In the circumstance that this is needed and whilst the
Directors are confident of being able to raise such funding if
required, there is no certainty that such funding will be available
and/or the terms of such funding.
The B90 Board considers that the participation of Ronny Breivik
in the Convertible Loan, in the amount of EUR500,000, is a
significant development for the Group. The Board looks forward to
working with Ronny when he joins the Group.
As part of our focus on geographic expansion, the Group is in
advanced discussions with regards to engaging Oddsen.nu, the
leading Norwegian online gaming affiliate, to help us grow our
revenues in that territory. A further announcement will be made
with regard to details of this agreement, once it is finalised.
In addition, with the issue of the Convertible Loan today and
receipt of proceeds thereof, the Group is expected to resume
strategic marketing initiatives and partnerships with existing
partners to drive revenue, including potentially launching new
products and entering into new agreements in its existing
markets.
Following the resumption of trading in the Company's shares, the
Board is actively considering further enhancements to the Board,
including the appointment of an additional Non-executive
Director.
In addition, following the various announcements today, the
Board intends to cancel certain options over Ordinary Shares
("Options") held by certain Directors and employees and issue new
Options under the terms of the Company's Long Term Incentive Plan -
May 2016 (as amended) with an exercise price of 5 pence per
Ordinary Share. Further announcements in this regard will be made
once such proposals have been finalised and put into effect.
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 / Jack Botros / 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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