PrimaryBid Offer

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 "PrimaryBidOffer") 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 £5.0 million, comprising £2.5 million in cash and £2.5 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 £2.5 million cash consideration for Stock Informer, with the remaining £0.5 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 [e-mail]. 

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 John Clarke, CEO	www.gfinityplc.com Via Teneo
PrimaryBid Limited Fahim Chowdhury/ James Deal	[e-mail]
Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner & Sole Broker) Bobbie Hilliam / Georgina McCooke	[phone]
Teneo (Media) Anthony Di Natale	[phone] [e-mail]

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 £250 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. 

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