TIDMVLTY
RNS Number : 0959A
Veltyco Group PLC
17 January 2020
17 January 2020
Veltyco Group plc
("Veltyco", the "Company" and, together with its subsidiaries,
the "Group")
Completion of Acquisition
Proposed change of name
Issue of equity
Further to the Company's announcement of 19 December 2019,
Veltyco is pleased to announce that it has acquired the 49% of
Quasar Holdings Ltd ("Quasar") not owned by the Company (the
"Acquisition") from Binbar GmbH ("Binbar"). Quasar wholly owns
Bet90 Sports Limited ("Bet90"), an online sportsbook and casino
gaming company.
The Board of Veltyco (the "Board") believes that the Acquisition
is an important step in the Group being able to deliver its new
strategy, which is focused on regulated online sportsbook and
casino operations and, subject to funding, expanding these
operations in additional territories. The Company is aiming to
partner with external experts and expand its online operations,
with a view to increasing marketing efforts in order to increase
brand recognition and drive additional traffic to Bet90.
The consideration payable to Binbar is as follows:
-- the issue of 5,000,000 new ordinary shares of no par value in
the Company ("Ordinary Shares") (the "Consideration Shares");
-- an initial cash consideration of EUR200,000 (the "Cash Consideration"); and
-- ten monthly cash instalments of EUR30,000 (the "Monthly Instalments").
The Cash Consideration will be satisfied from the proceeds of
the GBP500,000 convertible loan announced on 19 December 2019 and
the Board intends, subject to continued management of the Group's
creditor balance as previously announced, that the Monthly
Instalments will be paid out of the Group's operating cash flow,
with the first Monthly Instalment due on 1 March 2020. The
Consideration Shares, once issued, will represent approximately
5.2% of the Company's enlarged issued share capital. Binbar is
wholly owned by Mr. N. Bingöl.
In the event that any amounts owing pursuant to the Monthly
Instalments are outstanding as at 1 January 2021 ("Outstanding
Balance"), Binbar has the option, in its sole discretion, by
serving written notice on the Company, to require that Veltyco, at
any time prior to 10 January 2021, satisfies the Outstanding
Balance in full by the issue of new Ordinary Shares at a price
equal to 50% of the average mid-market closing price of the
Ordinary Shares on AIM on the ten trading days prior to such
notice.
As previously announced, the Company confirms that all of
Bet90's terminal operations have now been terminated, allowing
Bet90 to focus on the continued expansion and growth of its online
casino and sportsbook operations.
Bet90 is already consolidated into the Group's accounts and for
the year ended 31 December 2018, Bet90 had revenues of EUR2.2
million and a loss of EUR3.1 million. In the six months ended 30
June 2019, Bet90 had revenues of EUR1.6 million and a loss of
EUR0.6 million and, as at 30 June 2019, had net liabilities,
excluding amounts due to the Company which are netted off on
consolidation, of EUR1.0 million, reflecting Bet90's accumulated
losses.
The Company has entered into a licence agreement with Binbar
pursuant to which, for payment of a nominal consideration, Binbar
will use the Bet90 brand name in Belgium for an operation which is
separate to Bet90. The Group does not have a licence to operate in
Belgium and it does not intend to apply for one.
Proposed change of name
The Board is pleased to announce that, in recognition of the
Company's shift in strategic focus to regulated online sportsbook
and casino operations, it intends to resolve to change the
Company's name to B90 Holdings plc.
A further announcement in this regard will be made in due
course.
Admission and total voting rights
Application will be made to the London Stock Exchange for the
Consideration Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective
and that dealings in the Consideration Shares will commence at 8.00
a.m. on 22 January 2020.
Following Admission, the Company's total issued share capital
will consist of 95,889,492 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 Consideration 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
95,889,492 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, Veltyco under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Paul Duffen, Executive Chairman of the Company, commented:
"Having 100% ownership of Bet90 represents significant progress
towards our stated objective to refocus the business on the core
activity of online sportsbook and casino operations. Subject to
additional funding, the next phase will be to expand the geographic
footprint and invest in marketing to drive revenue. We will also be
seeking to form strategic relationships with other brands in the
same vertical to expand our online offer. The proposed change of
company name to B90 Holdings plc, along with the change of ticker
symbol to B90, will reflect this new focus and strategy."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
Veltyco Group 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 / Richard Tulloch / James Dance
Whitman Howard Ltd (Broker) +44 (0)20 7659 1234
Nick Lovering / Christopher Furness
IFC Advisory (Financial PR & IR) +44 (0)20 3934 6630
Graham Herring / Tim Metcalfe / Zach Cohen
About Veltyco
Veltyco 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.veltyco.com
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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