THE
INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S
OBLIGATIONS UNDER ARTICLE 17 OF MAR.
Webis
Holdings PLC
For
immediate release
18 November
2024
Webis Holdings
plc
("Webis"
or "the Company")
Further Loan advanced by
Galloway Limited
Webis Holdings plc, the global
gaming group, today announces that it has agreed a further loan
facility (the "Loan") for
the sum of US$920,000 with Galloway Limited ("Galloway"). The purpose of the loan is
to (i) refinance the prior five-year term loan from Galloway to the
Company (the "April 2019
Loan") advanced in 2019 (principal amount US$350,000 plus
US$20,000 of accrued interest), and (ii) support the Company's
working capital requirements and support the operations of its
wholly owned subsidiary, WatchandWager.com LLC ("WatchandWager"). WatchandWager operates
physical and on-line licenses in the State of
California.
As reported in our interim results
to the end of November 2023 the Company noted that WatchandWager
had a poor first 6 months of the financial year in terms of
financial and operational performance. In particular, whilst
trading was in line with expectations during the first quarter of
the financial year, the second quarter did not perform to
expectations, largely due to adverse weather conditions.
Furthermore, as announced by the
Company in its update on 26 July 2024, optimism that trading would
improve in line with expectations in the second half of the year,
did not prove to be the case as anticipated improvement in B2C
performance did not happen, exacerbated by unprecedented race
meeting cancellations throughout the US due to weather disruption.
Accordingly, the Company notified shareholders that losses in the
second half of the year were expected to be broadly commensurate
with those in the first half.
Given the continued losses suffered
by the Company and its subsidiaries, further funding for the
Company is required to continue operations, and to refinance the
April 2019 Loan.
Terms of the Loan
The Loan carries a coupon of 13.0%
for a term of five years and is secured against all the
unencumbered assets of Webis. The loan can be drawn down by the
Company at any time during the terms of the Loan.
When the Loan is drawn-down in full,
this will bring the total indebtedness of the Group to Galloway to
approximately US$2,880,000 (including accrued interest). Details of
the previous advances (including the Apil 2019 Loan) are set out
below:
|
Borrower
|
Date of
Loan
|
Principal
Amount
|
Interest
Rate
|
Maturity
|
Other Terms
|
|
Webis Holdings plc
|
April 2019
|
USD 350,000*
|
7%
|
April 2024*
|
Secured against unencumbered assets
of the Group
|
|
Webis Holdings plc
|
March 2020
|
USD 500,000
|
7%
|
March 2025
|
Secured against unencumbered assets
of the Group
|
|
Webis Holdings plc
|
September 2023
|
GBP 1,150,000
|
11%
|
September 2028
|
Convertible into ordinary shares (i)
on completion of an equity fundraising of at least £750,000, at the
price applicable to that equity fundraising, (ii) on a change of
control of the Company, at the price applicable to that change of
control, (iii) at the election of Galloway, at the higher of (i)
£0.0156 or the 20 day VWAP of the Company's shares on the business
day immediately prior to the date of conversion, or (iv) if not
converted earlier, on the maturity date at £0.0156
|
*This loan, together with outstanding interest, has been
refinanced by the Company and Galloway, with sums outstanding
included within the new US$920,000 loan facility.
Related Party
Transaction
Jim Mellon, a Non-Executive Director
of the Company is the ultimate beneficial owner of Galloway.
Further, Denham Eke, the Non-Executive Chairman of Webis, is a
director of Galloway and Katie Errock, a Non-Executive Director of
the Company, is the Company Secretary of Burnbrae Group Limited,
which is the indirect owner of Galloway. Galloway is a 63.1 per
cent. shareholder in Webis. Accordingly, Galloway is a Related
Party of the Company and therefore the Loan is a Related Party
Transaction under the AIM Rules. Accordingly, the independent
Directors (being Ed Comins and Richard Roberts), having consulted
with the Company's Nominated Adviser, confirm that they consider
the terms of the Loan, and the roll-up of the April 2019 Loan
following its maturity on the same terms, fair and reasonable in so
far as all Webis' shareholders are concerned.
Ed Comins, Managing Director
of Webis, stated:
"Webis is very
pleased to receive further backing from our principal shareholder.
Their continued support during a period of poor trading is vital
for the Company and the terms compare favourably with other
potential forms of funding considered."
For further
information:
|
Webis Holdings
plc
|
Tel:
|
01624 639396
|
|
Denham Eke / Ed Comins
|
|
Beaumont Cornish
Limited
|
Tel:
|
020 7628 3396
|
|
Roland Cornish / James Biddle
|
Nominated
Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is
the Company's Nominated Adviser and is authorised and regulated by
the FCA. Beaumont Cornish's responsibilities as the Company's
Nominated Adviser, including a responsibility to advise and guide
the Company on its responsibilities under the AIM Rules for
Companies and AIM Rules for Nominated Advisers, are owed solely to
the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing
protections afforded to customers of Beaumont Cornish nor for
advising them in relation to the proposed arrangements described in
this announcement or any matter referred to in it.