TIDMB90
RNS Number : 9097N
B90 Holdings PLC
28 September 2023
28 September 2023
B90 Holdings plc
("B90", the "Company" or "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 JUNE 2023
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, is pleased to announce its
unaudited interim results for the six months ended 30 June 2023,
which are also available on its website at www.b90holdings.com.
During the reported period the Company has achieved a number of
important strategic milestones and is well positioned to capitalise
on promising future prospects.
Operational Highlights
-- Business Advancements : B90 continues its journey to becoming
a prominent and scalable gaming service provider through strategic
acquisitions, seamless integration, and cutting-edge technological
solutions.
-- Diverse Business Divisions: The Company now operates through
two divisions: lead generation enterprises and online gaming
products. Platforms like Emwys, oddsen.nu, and tippen4you.com,
dedicated to the Scandinavian market, engage users with online
gaming forums and maintain affiliate agreements. Spinbookie and
Bet90, licensed platforms, offer sports betting and casino
experiences covering global sporting events.
-- Strategic Partnerships: B90 has established collaborations
with renowned brands such as Playtech, Bet365, Betsafe, and
Betsson, strengthening its market presence.
-- Industry Expertise: Mark Blandford, founder of Sportingbet,
joined as Strategic Adviser, bringing extensive experience and
insights to the team. Team composition further strengthened with
appointments of Andrew McIver as a non-executive director, Ronny
Breivik taking the role of Executive Chairman and Farzad Peyman
bringing his expertise in finance and M&A strategy.
Financial Highlights
-- Revenue Performance: Revenues for H1 2023 amounted to
EUR754,659, reflecting a 25% decrease compared to the same period
in 2022 mainly due to the unexpected internal restructuring after
the Extraordinary Shareholders Meeting held in November 2022, which
took internal focus away from revenue generation. Management is
targeting a revenue recovery now these adjustments have been
implemented.
-- Net Loss Analysis: In addition to the change in revenue, the
net operating loss for H1 2023 was EUR1,623,398, influenced by
increased amortization charges resulting from acquisitions in H2
2021 and increased marketing spend, of which a major portion was
executed in the second quarter of 2023, and anticipated to generate
revenues in the second half of 2023.
-- Strategic Marketing Investments: Investment of EUR361,815 (H1
2022: EUR266,396) in marketing initiatives during H1 2023, reflects
a significant increase compared to the same period in 2022. These
investments are projected to drive revenue growth in H2 2023 and
beyond.
-- Successful Fundraising : The company secured EUR2.27 million
(before expenses) through subscriptions for Convertible Loan Notes
("CLN") in H1 2023. A further CLN subscription of EUR2.0 million
was announced in June 2023, and received after the period end,
enhancing financial flexibility. Post-period end, a further
EUR2,325,000 (or GBP2.0 million, before expenses) was raised by way
of an equity placing and subscription, bringing the total raised in
this financial year to EUR6.6 million. Concurrent with this most
recent fundraise, the Company served conversion notices to all
holders of the existing loan notes, thereby simplifying the Group's
capital structure.
Ronny Breivik, Executive Chairman commented:
"We are excited with the substantial operational progress made
during the first half of 2023. Our strategic acquisitions, enhanced
team composition, and increased marketing investments are pivotal
to our future growth. While we navigate dynamic market conditions,
we are poised for success through our 'buy and build' M&A
strategy and commitment to delivering value to our shareholders.
The future holds great promise for B90 Holdings as it capitalises
on strategic partnerships, expansion initiatives, and emerging
opportunities within the dynamic gaming industry.
He added:
"We are focussed on our strategy of organic growth alongside
sourcing accretive acquisitions, as symbolised by the Emwys
acquisition. This milestone propels us forward in scale and
operations, augmenting our marketing concept. Armed with fresh
knowledge and investment, we are well positioned to drive revenue
growth while capitalising on existing marketing operations. Emwys'
integration aligns perfectly with our 'buy and build' M&A
strategy."
-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 Union
(Withdrawal) Act 2018, as amended.
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Ronny Breivik, Executive Chairman
Strand Hanson Limited (Nominated
Adviser) +44 (0)20 7409 3494
James Harris / Richard Johnson
/ Rob Patrick
Zeus (Joint Broker) +44 (0)20 3829 5000
Louisa Waddell / Simon Johnson
Panmure Gordon (UK) Limited
(Joint Broker) +44 (0)20 7886 2500
Simon J French
Belvedere (Financial PR & IR) +44 (0)20 3008 6864
John West / Llewellyn Angus
About B90 Holdings plc
B90 Holdings plc is a company in the online gambling industry,
focused on the operation of its own online Sportsbook and Casino
product as well as marketing activities for other online gaming
companies. We specialise in providing innovative gaming experiences
and state-of-the-art technology solutions. With a strong focus on
customer satisfaction and responsible gambling practices, B90
Holdings is dedicated to shaping the future of the online gaming
landscape.
CHAIRMAN'S STATEMENT
Business and Strategic Progress
I am very pleased to update shareholders on the substantial
advancements we have achieved on our journey to becoming a
prominent, scalable gaming service provider. Through the strategic
acquisition, integration, and efficient operation of technological
solutions, we have made significant strides.
Diverse Business Divisions
Currently, our business encompasses two distinct divisions: our
lead generation enterprises and our online gaming products. Among
the former, we have Emwys - acquired in July 2023 and completed in
September 2023 - alongside platforms like oddsen.nu and
tippen4you.com. These platforms, dedicated to the Scandinavian
market, engage users with online gaming forums and maintain
affiliate agreements with third-party operators. Our latter
division includes Spinbookie and Bet90, licensed platforms that
offer sports betting and casino experiences, encompassing a wide
spectrum of global sporting events, including live betting markets.
We have also established partnerships with renowned brands such as
Playtech, Bet365, Betsafe, and Betsson.
Strategic Milestones in the First Half of the Year
The first half of this year marked numerous positive milestones
for the Company. In January 2023, following the successful
acquisition of Arden Partners, Zeus became our broker, enhancing
our broking capability and expanding the analytical coverage of the
Company. Subsequently, we secured EUR570,000 (approximately
GBP500,000) in funding from existing investors to provide working
capital and fuel our growth initiatives.
Industry Pioneer Joins as Strategic Adviser
In February 2023, we proudly welcomed Mark Blandford, the
visionary founder of Sportingbet, as our Strategic Adviser. A
highly respected figure in the online gaming industry, Mark's
extensive experience and industry acumen have proven invaluable.
His role as a non-executive director at Gaming Realms plc and
Chairman of the board at Gambling.com Group Limited demonstrates
his important role in the sector.
Continuous Growth and Leadership Enhancements
As the period progressed, we announced additional funding
achievements - raising a further EUR1,267,000 (approximately GBP1.1
million) in April and a further EUR2.0 million (approximately
GBP1.7 million) in June 2023. In addition, Board changes were also
introduced, with Ronny Breivik assuming the role of Executive
Chairman and, post-period end, Andrew McIver was appointed as
Non-Executive Director. Andrew's tenure at Sportingbet, coupled
with his involvement in other successful gaming ventures, positions
him as a Non-executive Director with profound insights. His
experience extends to leadership roles at prominent gaming
companies, including Jackpotjoy plc.
Strategic Acquisition Amplifies Marketing Capabilities
In a significant post-period development, we have signed a share
purchase agreement with Funko International AB, to acquire Emwys
AB. This Swedish marketing company specialises in pay-per-click
(PPC) marketing within the online gambling sector. The associated
license and marketing agreement with Funko augments our marketing
expertise, enabling future revenue growth through strategic
affiliate partnerships. Emwys brings sought-after expertise in PPC
marketing, a technique that elevates search engine visibility and
enhances audience targeting.
Firm Focus on Organic Growth and Expansion
Our growth strategy hinges on organic expansion, including
partnerships with businesses seeking operational expertise and
distribution capabilities. Our portfolio's buy-and-build strategy
continues to drive our evolution.
Financial Performance Review
The first half of 2023 marked an important transition for the
business as we put in place the financial and operational building
blocks that will enable us to grow the business through the
acquisition, integration and operation of technological, marketing
and operational solutions. The Company aspires to be a leading
gaming service provider of scale, targeting both profitability and
generating positive free cash flows.
Revenue Overview
In the first half of 2023, our total revenues were EUR754,659,
marking a 25% decrease when compared to the same period in 2022 (H1
2022: EUR1,009,870). This decline was largely a result of internal
management changes that were implemented towards the conclusion of
2022, after the Extraordinary Shareholders Meeting held in November
2022. However, it is important to note that the position has now
stabilised, and we are confident that our revenue trajectory will
rebound moving forward.
Net Operating Profit/(Loss) Analysis
The net operating loss for the current period was EUR1,623,398,
an increase from the EUR1,275,857 loss incurred in the first half
of 2022. This upswing in loss can be attributed to the decreased
revenue combined with a higher marketing spend. This higher
marketing spend is expected to deliver higher revenues during the
second half of this year.
Focused Marketing Investment
Our commitment to driving growth has led to a substantial
augmentation in marketing efforts. Notably, we allocated
c.EUR361,000 to marketing initiatives during the initial six months
of 2023, marking a significant increase from the c.EUR266,000 spent
during the same period in 2022. A major portion of this investment
was executed in the second quarter of 2023, and we anticipate these
strategic endeavours to yield favourable outcomes, positively
influencing our revenue growth in the latter part of 2023 and
beyond.
Convertible Loan Note (CLN) Fundraising
During the first half of 2023, we successfully secured EUR2.27
million (before expenses) through subscriptions for CLNs.
Demonstrating our ongoing drive for capital enhancement, we
recently announced an additional subscription of EUR2.0 million in
the CLN on 30 June. These funds were duly received in July 2023,
enhancing our financial flexibility, and positioning us for future
growth initiatives. Post-period end, the Company served conversion
notices to all holders of the Company's existing CLNs, pursuant to
which 86,810,441 new ordinary shares were issued. Following this
conversion, no CLNs remain in issue.
Maximising Opportunities in AIM Market
We are focussed on maximising the opportunities afforded to B90
of being one of the few listed online bookmakers and gaming
companies on AIM. A recent example is the completion of the
acquisition of Enwys AB, and the associated license agreement
entered into with Funko International AB.
Promising Outlook
In summary, our steadfast efforts have strengthened our balance
sheet and nurtured customer relations and retention strategies. Our
affiliate and direct marketing approaches have evolved, backed by
strong shareholder support. Our Latin American expansion focuses on
operational enhancement, retention, and per-customer spending. By
strategically investing in targeted marketing, we are focussed on
achieving revenue growth and elevated gaming volumes.
Furthermore, the first results from the Google PPC campaigns run
via the newly acquired Enwys AB, have resulted in revenues in line
with management expectations for August and the first half of
September 2023.
Team Additions
Our team expansions have enhanced our collective expertise with
valuable insights and contacts. As we navigate the next phase of
growth, these additions position us for success.
Acquisitions and Strategic Expansion
Our strategy of accretive acquisitions is underway, symbolised
by the Emwys acquisition. This milestone propels us forward in
scale and operations, augmenting our marketing concept. Armed with
fresh knowledge and investments, we are well positioned to drive
revenue growth while capitalising on existing marketing operations.
Emwys' integration aligns perfectly with our 'buy and build'
M&A strategy.
Future-Focused Goals
Moving forward, we remain committed to swift yet strategic
scaling. Through focused acquisitions and license agreements, we
will continue to pursue near term profitability and positive cash
flows. As we embark on this dynamic journey, our strategic approach
drives us toward a promising future. Thank you for your continued
support.
Ronny Breivik
Executive Chairman
28 September 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
Period ended Period ended Year ended
31 December
Note 30 June 2023 30 June 2022 2022
EUR EUR EUR
Revenue 754,659 1,009,870 2,138,212
Salary expense (915,773) (919,346) (2,112,893)
Marketing and selling
expense (360,815) (266,396) (763,821)
Other administrative
expense (870,366) (902,169) (1,950,016)
Depreciation,
amortisation
and impairment
expense (231,103) (197,816) (1,557,525)
----------------------------------- ------------------------------------ -------------
Total administrative
expenses (2,378,057) (2,285,727) (6,384,255)
----------------------------------- ------------------------------------ -------------
Operating loss (1,623,398) (1,275,857) (4,246,043)
Finance expense (171,621) - (35,833)
Loss before tax (1,795,019) (1,275,857) (4,281,876)
Taxation - - 13,680
Loss for the period (1,795,019) (1,275,857) (4,268,196)
----------------------------------- ------------------------------------ -------------
Loss per share attributable to equity
holders of the Company
- Basic (in EUR) 2 (0.0064) (0.0052) (0.0164)
- Diluted (in EUR) 2 (0.0064) (0.0052) (0.0164)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED AUDITED
6 months ended 6 months ended Year ended
30 June 30 June 31 December
2023 2022 2022
EUR EUR EUR
Non-current
assets
Goodwill 2,229,211 3,324,531 2,229,211
Other
intangible
assets 4,099,761 4,595,252 4,330,863
Total
non-current
assets 6,328,972 7,919,783 6,560,074
------------------------------ -------------------------------- ----------------------------------
Current assets
Other
receivables &
prepayments 235,409 120,875 193,627
Cash and cash
equivalents 733,601 655,556 359,053
Total current
assets 969,010 776,431 552,680
------------------------------ -------------------------------- ----------------------------------
Total assets 7,297,982 8,696,214 7,112,754
------------------------------ -------------------------------- ----------------------------------
Equity and
liabilities
Share capital - - -
Additional
paid-in
capital 30,966,848 29,660,600 30,966,848
Reverse asset
acquisition
reserve (6,046,908) (5,086,668) (6,046,908)
Retained
earnings (23,620,284) (19,122,497) (21,957,873)
Total
shareholders'
equity 1,299,656 5,451,435 2,962,067
------------------------------ -------------------------------- ----------------------------------
Non-current
liabilities
Convertible
loan note 3,145,522 - 655,646
Deferred tax
liability 246,924 273,600 259,920
Total
non-current
liabilities 3,392,446 273,600 915,566
------------------------------ -------------------------------- ----------------------------------
Current
liabilities
Trade and
other
payables 2,605,880 2,966,787 3,210,344
Corporate
income tax
payable - 4,392 24,777
Total current
liabilities 2,605,880 2,971,179 3,235,121
------------------------------ -------------------------------- ----------------------------------
Total equity
and
liabilities 7,297,982 8,696,214 7,112,754
------------------------------ -------------------------------- ----------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity Other
Additional portion reserves
Share Paid convertible (Restated) Retained Non-controlling Total
Capital in capital loan note * Earnings Total interest Equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance as at
1 January
2022 - 27,734,003 - (5,086,668) (17,987,052) 4,660,283 (24,388) 4,635,895
---------- ------------ ------------ ------------- -------------- ------------ ---------------- ------------
Loss for the
financial
period - - - - (1,275,857) (1,275,857) - (1,275,857)
Share based
payments - - - - 192,400 192,400 - 192,400
Share based
acquisitions - 1,077,600 - - (51,988) 1,025,612 24,388 1,050,000
Issue of share
capital - 861,021 - - - 861,021 - 861,021
Cost of raise
of capital - (12,024) - - - (12,024) - (12,024)
Balance as at
30 June
2022 - 29,660,600 - (5,086,668) (19,122,497) 5,451,435 - 5,451,435
---------- ------------ ------------ ------------- -------------- ------------ ---------------- ------------
Balance as at
1 January
2022 - 27,734,003 - (5,086,668) (17,987,052) 4,660,283 (24,388) 4,635,895
---------- ------------ ------------ ------------- -------------- ------------ ---------------- ------------
Loss for the
financial ( 4,268,196 ( 4,268,196 ( 4,268,196
period - - - - ) ) - )
Share based ( 960,240
acquisition - 2,037,840 - ) (51,988) 1,025,612 24,388 1,050,000
Share based
payments - - - - 349,363 349,363 - 349,363
Issue of share
capital - 1,219,800 - - - 1,219,800 - 1,219,800
Costs of
raising
capital - (24,795) - - - (24,795) - (24,795)
Balance as at
31 December 30, 966
2022 - , 848 - (6,046,908) (21,957,873) 2,962,067 - 2,962,067
---------- ------------ ------------ ------------- -------------- ------------ ---------------- ------------
Loss for the
financial
period - - - - (1,795,019) (1,795,019) - (1,795,019)
Share based
payments - - - - 132,608 132,608 - 132,608
Balance as at
30 June 30, 966
2023 - , 848 - (6,046,908) (23,620,284) 1,299,656 - 1,299,656
---------- ------------ ------------ ------------- -------------- ------------ ---------------- ------------
* the other reserves include (1) Reserves relating to reverse asset acquisition from prior periods & (2)
Contingent earn-out shares issuable in relation to the Spinbookie acquisition.
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
30 June 30 June 31 December
2023 2022 2022
EUR EUR EUR
Cash flows from
operating activities
Operating
(loss)/profit (1,623,398) (1,275,857) (4,246,043)
Adjustments for:
Share based payments 132,608 192,400 349,364
Impairment of
goodwill - - 1,095,320
Amortisation of
intangibles 231,103 197,816 462,205
Bad debt expense - - 23,450
Cash flow used in
operations
before working
capital changes (1,259,687) (885,641) (2,315,704)
(Increase)/decrease
in trade
and other
receivables (39,281) 39,124 (57,077)
Increase/(Decrease)
in trade
and other payables (517,046) (174,226) 61,062
------------------------------- ------------------------------ ------------------------------
Cash flow used in
operations (1,816,014) (1,020,743) (2,311,719)
Tax (paid)/received - - -
Cash flow used in
operating
activities (1,816,014) (1,020,743) (2,311,719)
------------------------------- ------------------------------ ------------------------------
Cash flow from
investing activities
Acquisition of
intangible assets - - -
Net cash outflow
used in investing
activities - - -
------------------------------- ------------------------------ ------------------------------
Cash flow from
financing activities
Proceeds of issue of
new shares - 848,997 1,195,004
Finance expenses (81,482) - -
Receipts from loans 2,272,044 - 648,466
Net cash inflow used
in financing
activities 2,190,562 848,997 1,843,470
------------------------------- ------------------------------ ------------------------------
Net
increase/(decrease)
in cash
and cash
equivalents 374,548 (171,746) (468,249)
Cash and cash
equivalents at
start of period 359,053 827,302 827,302
------------------------------- ------------------------------ ------------------------------
Cash and cash
equivalents at
end of period 733,601 655,556 359,053
------------------------------- ------------------------------ ------------------------------
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2023
1. Basis of preparation
The condensed interim consolidated financial statements
incorporate the results of B90 Holdings plc (the "Company") and
entities controlled by the Company (its subsidiaries) (collectively
the "Group").
The condensed interim consolidated financial statements are
unaudited, do not constitute statutory accounts and were approved
by the Board of Directors on 27 September 2023. The auditor's
report on the year ended 31 December 2022 financial statements was
unqualified, though it made reference, by way of emphasis, to a
material uncertainty in relation to going concern, and an emphasis
of matter related to impairment of other intangible assets. The
year ended 31 December 2022 Annual Report and financial statements
is available on the Company's website (www.b90holdings.com).
The preparation of unaudited condensed interim consolidated
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.
In preparing the unaudited condensed interim consolidated
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2022.
The unaudited condensed interim financial information in this
report has been prepared using accounting policies consistent with
IFRS as adopted by the European Union. IFRS is subject to amendment
and interpretation by the International Accounting Standards Board
(IASB) and the IFRS Interpretations Committee and there is an
ongoing process of review and endorsement by the European
Commission. These policies are consistent with those to be adopted
in the Group's consolidated financial statements for the year ended
31 December 2023. The accounting policies, including those related
to significant judgements and key sources of estimation
uncertainty, applied in this interim report are the same as those
applied by the Group in the consolidated financial statements for
the year ended 31 December 2022. The group has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing the interim
financial information.
The principal risks and uncertainties of the Group have not
changed since the last annual financial statements for the year
ended 31 December 2022, where a detailed explanation of such risks
and uncertainties can be found.
Going concern
The Group reported a net loss of EUR1.8 million for the six
months ended 30 June 2023. Furthermore, the Group had a negative
cash flow from operations of EUR1.8 million for the six months
ended 30 June 2023.
Whilst trading during the first six months of 2023 was in line
with the Board's expectations, it was lower than for the first six
months of 2022 and the Group continues to operate at a loss. As a
result of acquisitions completed subsequent to the period end and
executing on its strategic plan to grow the Group's operations and
revenues in the various verticals in a targeted manner, entering
into strategic partnerships and investing in further marketing to
expand the customer base and geographical reach, Management is
targeting the Group becoming cash flow positive early 2024
Furthermore, as a result of recent fundraises, completed as
announced in July and September 2023, the Group has improved its
financial position.
However, should trading not be in line with management's
expectations going forward, the Group's ability to pay its trade
payables 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.
Whilst acknowledging this material uncertainty, the Directors
remain confident that they will be able to continue to expand the
Group's operations and generate a positive operational cash flow
within a reasonable time or, if needed, be able to raise additional
funding when required, and therefore the Directors consider it
appropriate to prepare the financial statements on a going concern
basis. The financial statements do not include the adjustments that
would result if the Group and Company was unable to continue as a
going concern.
2. Earnings per share
The calculation of earnings per share is based on the following
earnings and number of shares.
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2022
EUR EUR EUR
Earnings
Loss for the purpose of basic
and diluted earnings per shares
being net result attributable
to equity shareholders (1,795,019) (1,275,857) (4,268,196)
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic earnings per share 282,144,816 245,051,972 260,483,323
Weighted average number of - - -
dilutive share options
-------------- -------------- --------------
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share 282,144,816 245,051,972 260,483,323
-------------- -------------- --------------
Basic loss per share (EUR) (0.0064) (0.0052) (0.0164)
Diluted loss per share (EUR) (0.0064) (0.0052) (0.0164)
3. Significant events during the reporting period
On 6 February 2023, the Company announced that it had raised
EUR0.57 million (c. GBP0.5 million) through a subscription for
Convertible Loan Notes ("CLN"). Furthermore, a payable amount of
EUR127,700 (c.GBP112,500) to a key marketing partner was settled by
issuing CLNs. The CLNs have a term of 3 years from issue and are
convertible no earlier than 1 January 2024, at the request of the
CLN holder, at a 10% discount to the volume weighted average price
for the five trading days prior to the conversion notice. The CLNs
are convertible, at the discretion of the Company, at any time on
the same terms. The CLNs carry a coupon of 10% per annum, which
shall accrue and be paid upon redemption or conversion.
On 7 February 2023, the Company announced that it had appointed
Mark Blandford as its strategic adviser.
On 5 April 2023, the Company announced that it had raised
EUR1.26 million (c. GBP1.1 million) through subscriptions on CLNs.
These CLNs had the same terms as the CLNs announced on 6 February
2023.
On 19 April 2023, the Company announced that it had granted
options over 11,500,000 new ordinary shares to certain directors
and employees of the Company. The options have an exercise price of
6.2p and have a 5 year vesting term.
On 6 June 2023, the Company announced that it had appointed
Panmure Gordon (UK) Limited as Joint Broker.
On 30 June 2023, the Company announced that it had raised a
further EUR2.0 million (c.GBP1.7 million) through subscriptions for
CLNs. These CLNs have the same terms as the ones announced on 6
February 2023. The final funds were received by the Company on 12
July 2023 and therefore are not accounted for in this interim
report for the period ending 30 June 2023. Furthermore, the Company
announced that Ronny Breivik, who previously held the title of
Interim Executive Chairman, had become Executive Chairman.
An amount of EUR348,000 (c. GBP300,000) was already received on
30 June 2023, but this funding only completed on 12 July 2023 and
was therefore announced on 13 July 2023.
4. Subsequent events
On 12 July 2023, the Company announced that it had entered into
a share purchase agreement to acquire the entire share capital of
Enwys AB ("Emwys"), a Swedish marketing company that specialises in
pay-per-click ("PPC") marketing in the online gambling sector. In
conjunction with this acquisition, the Company entered into a
license and marketing agreement with regards to the Google
advertising accounts used by Emwys, conducted in the Finnish
market.
The total consideration payable by the Company was, in
aggregate, EUR3.6 million for Emwys' entire share capital on a cash
free and debt free basis. The initial consideration payable of
EUR500,000 in cash and EUR250,000 in the form of CLNs, was issued
following signing the agreements in July 2023. The balance of the
consideration, which completed the transaction, was settled on 15
September 2023, and consisted of EUR1.25 million in cash and EUR1.6
million in equity, at a price of GBP0.0544491, being a 10 per cent
discount to 5-day volume weighted average price per ordinary share
as at close of business on 12 September 2023, resulting in the
issuance of 25,271,308 new ordinary shares.
Furthermore, on 15 September 2023, the Company announced that it
had raised a further EUR2,325,000 (or GBP2,000,000) before
expenses, at a price of GBP0.0544491 per share, resulting in the
issuance of 36,731,551 new ordinary shares, using its broker and
existing shareholders.
On the same date, the Company served conversion notices to all
the holders of the Company's existing CLNs holders, including
accrued interest, pursuant to which 86,810,441 new ordinary shares
were issued. The Company also converted an amount of EUR542,000 in
liabilities and professional fees into shares, all at a price of
GBP0.0544491, resulting in the issuance of a further 8,560,111 new
ordinary shares.
As a result of the above, the total number of shares in issue
now is 439,518,227 Shares.
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END
IR UBRKROKUKUAR
(END) Dow Jones Newswires
September 28, 2023 02:00 ET (06:00 GMT)
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