TIDMGFIN
RNS Number : 5172J
Gfinity PLC
23 August 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF GFINITY PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
23 August 2021
Gfinity PLC
(" Gfinity " or the " Company " )
PrimaryBid Offer
Gfinity ( LON : GFIN ), the AIM quoted esports solutions
provider, is pleased to announce, a conditional offer for
subscription via PrimaryBid (the "PrimaryBid Offer") of new
ordinary shares of 0.1 pence each in the Company ("New Ordinary
Shares") at an issue price of 4.0 pence per New Ordinary Share (the
"Issue Price"), being a discount of 1.2 per cent to the closing
mid-price on 20 August 2021. The Company is also conducting a
placing and direct subscription of new Ordinary Shares at the Issue
Price by way of an accelerated bookbuild process (the "Placing") as
announced earlier today.
The Company has also today announced the proposed acquisition of
Megit Limited, a private company which owns and operates the
website Stock Informer, in both the UK and US (" Stock Informer "
or the " Target ") for initial consideration of GBP5.0 million,
comprising GBP2.5 million in cash and GBP2.5 million in ordinary
shares in the Company.
The PrimaryBid Offer, Placing, and the acquisition of the Target
are conditional on the General Meeting to be held at 10:00 a.m. on
10 September 2021. The PrimaryBid Offer and Placing are further
conditional on the new Ordinary Shares to be issued pursuant to the
PrimaryBid Offer and the Placing being admitted to trading on AIM
("Admission"). Admission is expected to be take place at 8.00 a.m.
on 13 September 2021 . The PrimaryBid Offer will not be completed
without the Placing also being completed.
The Company will use the funds raised in the Placing to partly
fund the GBP2.5 million cash consideration for Stock Informer, with
the remaining GBP0.5 million intended to be used for expansion of
Gfinity's social activities and US site operations. Funds raised
via PrimaryBid Offer will be used to invest in the business and to
drive further revenue growth.
PrimaryBid Offer
The Company values its existing retail investor base and is
therefore pleased to provide private and other investors the
opportunity to participate in the PrimaryBid Offer by applying
exclusively through the PrimaryBid mobile app available on the
Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual and institutional investors following the
release of this announcement. The PrimaryBid Offer is expected to
close at 7 p.m. on 23 August 2021 . The PrimaryBid Offer may close
early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. Preference is likely to be given to existing
shareholders. The Company and PrimaryBid reserve the right to
reject any application for subscription under the Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Gfinity plc www.gfinityplc.com
John Clarke, CEO Via Teneo
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/ James Deal
Canaccord Genuity Limited (Nominated
Adviser, Sole Bookrunner & Sole Broker) +44 (0)207 523
Bobbie Hilliam / Georgina McCooke 8150
Teneo (Media) +44 7880 715975
Anthony Di Natale Gfinity@teneo.com
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Offer. The Company is therefore making the Offer
available exclusively through the PrimaryBid mobile app.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Rules, or for approval of the same by the Financial Conduct
Authority in its capacity as the UK Listing Authority. The Offer is
not being made into any Restricted Jurisdiction or any other
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP250 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Offer is
made, including the procedure for application and payment for New
Ordinary Shares, is available to all persons who register with
PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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END
IOEGZGZRVFLGMZM
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