Last checked at 16 Feb 2015 07:00
24/7 Gaming Group Holdings Plc
(the "Company" or "24/7 Gaming")
Termination of discussion re. possible acquisition, lifting of suspension, conversion to an investing company and circular to approve the Company's investing policy
The board of 24/7 announces that it has decided not to progress with the possible acquisition in the binary options sector announced on 3 September 2014; as a result the suspension of trading in the Company's shares on AIM is expected to be lifted and the shares are expected to resume trading at 7.30 a.m. this morning.
As announced on 4 December 2014, the Directors initiated a restructuring of the Group, ceasing operations of both its publishing operations (under the Playlogic brand) and casino operations (under the Wannagaming brand). Since 4 December 2014, the Board has continued discussions with the proposed acquisition target; however, after having considered further the relative early nature of the target business the Board has decided to terminate discussions with this target.
At 13 February 2015, the Company had cash and cash equivalents of approximately £28,000 and outstanding debt, excluding the fees being converted by Directors and management below, of approximately £370,000, but no currently active operations. The Company has received non-binding offers from certain existing shareholders for the provision of working capital facilities to enable it to continue to trade.
As a result, of the discontinuation of its activities, the Company is now deemed an 'investing company' under the AIM Rules. Consequently, the Company is required to publish an investing policy (as defined in the AIM Rules) and to obtain shareholder consent for that policy. The Company's proposed Investing Policy (the "Investing Policy") for the purposes of Rule 15 of the AIM Rules for Companies (the "AIM Rules") is attached at the bottom of this announcement.
The Board believes that, although the transaction announced on 3 September 2014 will now not proceed, the "online trading services" sector including trading in binary options, CFDs and forex offers attractive opportunities and is therefore proposing an investing policy which will allow the Company to take advantage of the opportunities which the Board believes are available in this sector.
A circular (the "Circular") and Notice ("Notice") to shareholders convening an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to seek approval for the adoption of an investing policy for the purposes of Rule 15 of the AIM Rules and for certain other matters in relation to the disapplication of pre-emption rights will today be posted to shareholders. The Extraordinary General Meeting is to be held in Amsterdam at Egelenburg 2 at 10.30 a.m. on 9 March 2015.
The Circular and Notice are available from the Company's website (www.247gaminggroup.com).
As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from 4 December 2014, being the date when the company ceased its publishing and casino operations, failing which, the Company's shares would then be suspended from trading on AIM.
In the event the Company's Ordinary Shares are so suspended, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension and the Board would intend to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.
In addition, Non-Executive directors, the Executive director and Management team have each proposed to the Company to subscribe for a total of 4,555,083 new Ordinary Shares in lieu of all fees outstanding to them at a price of 3.5p per share.
For further information please contact:
24/7 Gaming +31 (0)20 676 03 04
David Mathewson, Executive Chairman
Rogier Smit, COO
Westhouse Securities +44 (0)20 7601 6100
Antonio Bossi
Jamie Patmore
The Investing policy
The Investing Policy of the Company is to acquire direct and indirect interests in the online trading services industry. These online trading services include services such as binary options, trading in CFDs and Forex. The Company will consider investment opportunities anywhere in the world. The Company will also consider opportunities, as they arise, in industries related to the online trading services sector, including, but not limited to providers of services, marketing and technology to the sector. Investments may be by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements.
Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company in question. The Company may be both an active and a passive investor depending on the nature of the individual investments.
Although the Company intends to be a medium to long-term investor, the Company will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposals of any investments cannot be ruled out. The Company intends there to be no limit on the number of projects into which it may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Other than the requirement to manage any potential conflicts of interest, and the requirement to invest in accordance with this Investing Policy, there are no other investing restrictions.
The Company may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Company does not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.
The Company will seek to return any surplus funds to shareholders when appropriate.
As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from 4 December 2014, being the date when the company ceased its publishing and casino operations, failing which, the Company's shares would then be suspended from trading on AIM.
In the event the Company's Ordinary Shares are so suspended, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension and the Board would intend to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.