14 Jan 2019 09:15
This announcement contains inside information according to REGULATION (EU) No 596/2014 (MAR).
14 January 2019
NEKTAN PLC
("Nektan", the "Company" or the "Group")
Posting of Circular
and
Notice of AGM
Nektan plc (AIM: NKTN), the fast-growing international gaming technology platform and services provider, announced on 27 December 2018 that it had secured Subscription Agreements and indications of interest from certain investors to raise a minimum of £1,500,000 at 15 pence per ordinary share (the "Placing Price") and that the Subscription Agreements were conditional, inter alia, on the passing of certain resolutions at the AGM. In addition, and inter-conditionally, the Company has received commitments to convert a proportion of the Series A convertible loan notes ("CLNs") and interest thereon at the Placing Price; to amend the future conversion price and interest rate of the remaining Series A CLNs; for Gary Shaw, Director of the Company, to convert debt to equity and for Gary Shaw and Venture Tech Assets Limited ("VTA") to amend their facility agreements entered into in July 2017. The Company is also selling 57.5 per cent. of Respin LLC, it's US subsidiary.
The Company therefore announces that it has posted a circular to shareholders (the "Circular") including a notice convening the Annual General Meeting of the Company (the "AGM") in order to approve the resolutions required to permit all of the proposed transactions to take place.
The Company's Annual General Meeting will be convened at the offices of K&L Gates LLP, One New Change, London EC4M 9AF and by telephone using telephone number 0800 528 2077 for callers in the UK and +44 (0)20 7855 3285 for callers from outside the UK and passcode 15175426 on 7 February 2019 at 11.00 a.m. (UK time).
The Circular is available on the Company's website, www.nektan.com.
Extracts from the Circular are set out below. Any references to page numbers, appendices, or 'this document' refer to the Circular. All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.
For further information on the Group, please contact:
Nektan Lucy Buckley, Chief Executive Officer Gary Shaw, Executive Officer
| +44 20 3463 8735
|
Stockdale Securities Limited Tom Griffiths / David Coaten | +44 20 7601 6100 |
Nominis Advisory (PR Adviser) Angus Campbell |
+44 7 881 625 098 Email: angus@nominis.co |
Further information on Nektan can be found on the Group's website at www.nektan.com
About Nektan:
Nektan is an international B2B and white label gaming software and services provider, operating in the regulated, interactive real money gaming (RMG) space, delivering original and innovative solutions to commercial organisations that have established online audiences.
Nektan's full end-to-end technology platform, Evolve, simplifies and supports the route to mobile and desktop gaming revenues, managing the full customer experience and back-office operations, allowing commercial partners to focus on marketing the product to their consumers.
Nektan's US operating subsidiary, provides US land-based casinos with in-venue mobile gaming solutions which allow operators to add mobile technology and content to their existing offerings, with products accessible to players across both cabinets and mobile devices inside the casinos. Respin has a strong intellectual property portfolio including game patents for Rapid Games (on-property mobile entertainment), and other captivating concepts and brands.
Nektan is headquartered in Gibraltar, regulated by the Gibraltar Licensing Authority and the UK Gambling Commission, as well as in the Irish market and maintains sales and customer support operations in Europe and North America. The proprietary Evolve technology is developed and maintained by a talented and experienced team of employees from Nektan's Indian office.
Nektan plc was admitted to the AIM market of the London Stock Exchange in November 2014.
LETTER FROM THE CHAIRMAN OF THE COMPANY
Dear Shareholder
Proposed Placing to raise a minimum of £1,500,000, sale of a majority shareholding in Respin, CLN Conversion, amendment of the Series A CLN, Debt Conversion and amendment of the Facility Agreements
1. Introduction
The Company announced on 27 December 2018 that it had secured Subscription Agreements and indications of interest from certain investors to raise a minimum of £1,500,000 at the Placing Price and that the Subscription Agreements were conditional, inter alia, on the passing of the Resolutions at the AGM. In addition, and inter-conditionally, the Company has received commitments to convert a proportion of the Series A CLNs and interest thereon at the Placing Price; to amend the future conversion price and interest rate of the remaining Series A CLNs; for Gary Shaw to convert debt to equity and for Gary Shaw and VTA to amend their Facility Agreements. The Company is also selling 57.5 per cent. of Respin LLC, its US subsidiary.
The purpose of this document is to set out the background to the Placing, the terms of the CLN Conversion and the amendment of the Series A CLNs, the Debt Conversion and Facility Agreement amendments, the terms of the sale of 57.5 per cent. of Respin and to convene the 2018 Annual General Meeting in order to approve the Resolutions required to permit all of the proposed transactions to take place.
2. Background to the Placing
As announced in the Company's audited final results on 27 December 2018, and subsequently in its trading update on 7 January 2019, the Group continues to see improvements in trading with growth across its key performance indicators ("KPIs") of Net Gaming Revenue ("NGR"), First Time Depositors ("FTDs"), cash wagering and transactions processed. This, in conjunction with a realignment of player marketing towards higher margin activities, will, the Board believes, continue to improve the Company's profitability. The Company also announced on 7 January 2019 continued momentum with further strong growth across all of its KPIs in the quarter ended 31 December 2018.
Due to the continued investment in the development of the Company's operations, the Group continues to be loss making and, as outlined in its audited final results announced on 27 December 2018, the Group requires further long-term funding in order to become cash flow positive. As a result, the Directors have therefore continued to assess the Group's financing options. These have included issuing new equity, promoting the conversion of the CLN debt and realising value from its US subsidiary.
Having considered the available funding options, and taking the continuing short term cash requirements of the Group into consideration, the Board decided to undertake the Placing and the part disposal of its US business, Respin, which is intended to address the Group's near term working capital requirements and to strengthen its balance sheet.
3. Respin
As part of the continued realignment of the Group's business, the Company has agreed to sell 57.5 per cent. of the issued share capital of Respin for a consideration of £2,000,000 payable in cash in principle. The first instalment of £1,000,000 will be paid on completion (expected in early 2019) and a further £1,000,000 during 2019. In addition, the buyer will fund the Respin business for the next 12 months with a working capital facility of £300,000. As a consequence, the Respin cash burn to the Company for the remainder of 2019 will be reduced to zero.
4. The Placing
The Company has entered into the Subscription Agreements, under which the subscribers will invest a minimum of £1.5 million into the Company, subject to Shareholders passing the Resolutions. In addition, should further investors wish to invest on the same basis, subscriptions will be taken up until 30 April 2019. This could lead to further dilution for Shareholders.
5. The Debt Conversion and Facility Agreement Amendments
Gary Shaw, Executive Director of the Company, has agreed with the Company to convert £650,000 of the £1,185,000 outstanding under his Facility Agreement, plus accrued interest of £148,252, into a total of 5,321,680 New Ordinary Shares at the Placing Price, subject to Shareholders passing the Resolutions.
In addition, the Facility Agreements will be amended such that their redemption date shall be no earlier than 29 April 2020 and the coupon will be reduced to 2.5 per cent.
6. The CLN Conversion and Series A CLN Amendment
Pursuant to a deed of amendment and Noteholder resolution, signed by the requisite number of Noteholders and the conversion notices received by the Company to date, £3,952,777 of the outstanding balance of £8,125,000 of the Series A CLNs, plus outstanding interest of £1,481,106.75, will convert into New Ordinary Shares at the Placing Price resulting in a total of 36,225,894 New Ordinary Shares being issued. The offer to Noteholders to convert principal and/or interest at the Placing Price will remain open until 6 February 2019. If further Noteholders choose to convert principal and/or interest this would be further dilutive to Shareholders.
In addition, the amendment of the Series A CLN will mean that the future Conversion Price will be 200 per cent. of the last equity issue price, with a minimum Conversion Price of 30p and a maximum Conversion Price of 209 pence, with the interest rate also being lowered to 2.5 per cent.
7. Use of proceeds and working capital
The funds raised by the Placing and sale of 57.5 per cent. of the issued share capital of Respin of, in aggregate, £3.5 million will be used to partially settle an outstanding UK point of consumption tax of
£2.9 million owed by the Company, to support the near term working capital requirements of the Company's operations, to allow the Company to support the continued growth of its European managed gaming solutions business and the establishment of its B2B software licensing and games distribution business. The Company has entered into negotiations with HMRC in order to agree a payment schedule for the outstanding amounts of UK point of consumption tax.
As the Placing, the CLN Conversion, the Debt Conversion and other matters are conditional, inter alia, upon the passing of the Resolutions, Shareholders should be aware that, if the Resolutions are not passed, the proceeds of the Placing will not be received by the Company. In such circumstances, the Company would need urgently to pursue additional or alternative funding sources which, if they are available at all, may be expensive and/or onerous for the Company.
8. Current trading and prospects
The Company announced on 7 January 2019 the following trading update:
Managed Gaming Solutions (Europe) - the Company continues to experience strong growth across all KPIs, driven through a combination of increased FTDs, ongoing product innovation and the launch of 9 new casinos in the quarter. Year on year revenue growth of 130 per cent. reflects substantial organic growth and is accompanied by an improvement in the cost of sales through effective casino management.
| Q4 FY17 | Q4 FY16 | Change | Q3 FY17 | Change | FY17 | FY16 | Change |
Net Gaming Revenue | £4.2m | £2.0m | 110% | £3.5m | 18% | £13.1m | £5.7m | 130% |
First Time Depositors | 42,429 | 16,071 | 164% | 38,424 | 10% | 130,105 | 49,176 | 165% |
Cash Wagering | £118.7m | £48.5m | 145% | £99.0m | 21% | £390.3m | £151.9 | 157% |
Transactions (bets or spins) | 171.6m | 64.7m | 165% | 132.3m | 30% | 423.5m | 176.9m | 139% |
B2B Europe - Nektan has further extended its games licensing partnership with Spin Games LLC ("Spin") to incorporate the European licensing of certain Konami and other premium third party game titles deployed on the Spin remote gaming server (ROC). Nektan expects to publish the first games in its managed casino network via ROC during Q1 FY18. Through this partnership, these games will also be made available to European commercial gaming operators via Nektan's proprietary technology, Evolve Lite.
The Company has signed 3 contracts to enable 3rd party games studios to work in partnership with the Company and to leverage its Gibraltar infrastructure to supply licensed commercial gaming solutions.
The Company expects the B2B business to generate revenue and to make a positive contribution in Q1 FY18.
North America - Respin, the Company's US subsidiary and leader in in-venue gaming, continues to sign additional casinos for its mobile gaming solution, Rapid Games. The US management team expects to launch Rapid Games in its first casino during the next quarter.
9. Related party transactions
Gary Shaw, an Executive Director of the Company, and Sandeep Reddy, a non-Executive Director of the Company, have, either directly or through their associated companies, current holdings of 5,330,168, and 6,431,373 Ordinary Shares respectively (representing 11.2 per cent. and 13.6 per cent. of the Company's issued share capital respectively). Gary Shaw and Sandeep Reddy directly or indirectly, have lent £1,185,000 and £800,000 respectively to the Company under the Facility Agreements. As Directors, their participation in the Debt Fundraise constituted a related party transaction under the AIM Rules for Companies and the amendment of those Facility Agreements and the Debt Conversion now constitute further related party transactions under the AIM Rules for Companies.
In addition, the participation in the Placing (of £0.7 million) by Gary Shaw constitutes a further related party transaction.
The Independent Directors consider, having consulted with the Company's nominated adviser, Stockdale, that the amended terms of the Facility Agreements, the Debt Conversion and the participation in the Placing by Gary Shaw are fair and reasonable insofar as the Shareholders are concerned.
10. Annual General Meeting
Set out in Part 2 of this document is a notice convening the AGM at which the Resolutions will be proposed. The Resolutions grant the relevant authorities to proceed with the Placing, CLN Conversion and Debt Conversion, as well as providing authorities for the exercise of the Warrants and the standard authorities and disapplication of pre-emption rights.
11. Recommendation
The Independent Directors believe that the Placing, Respin Sale, the CLN Conversion and Series A CLN amendment, the Debt Conversion and Facility Agreement amendments are in the best interests of the Company and its Shareholders as a whole.
In addition, the Independent Directors recommend that Shareholders vote in favour of the Resolutions. Jim Wilkinson, as an Independent Director has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 599,099 Existing Ordinary Shares, representing approximately 1.2 per cent. of the Company's issued share capital.
As the Placing, the CLN Conversion, the Debt Conversion and other matters are conditional, inter alia, upon the passing of the Resolutions, Shareholders should be aware that, if the Resolutions are not passed, the proceeds of the Placing will not be received by the Company. In such circumstances, the Company would need urgently to pursue additional or alternative funding sources which, if they are available at all, may be expensive and/or onerous for the Company.
Jim Wilkinson
Chairman
ISSUE STATISTICS
Number of Existing Ordinary Shares | 47,565,873 |
Value of Series A CLNs in issue prior to the Placing | £8,125,000 |
Value of Series B CLNs in issue prior to the Placing | £1,100,000 |
Number of New Ordinary Shares to be issued resulting from the CLN Conversion at the Placing Price | 36,225,894 |
Number of New Ordinary Shares to be issued pursuant to the Placing | 10,000,000 |
Number of New Ordinary Shares to be issued to Gary Shaw at the Placing Price pursuant to the Debt Conversion | 5,321,680 |
Number of Ordinary Shares in issue following the Placing, the Debt Conversion and the CLN Conversion at the Placing Price | 99,113,445 |
Number of Ordinary Shares resulting from conversion of the remaining Series A CLNs at the Conversion Price | 13,909,075 |
Number of Ordinary Shares resulting from conversion of the Series B CLNs at the Conversion Price | 5,866,667 |
Number of Ordinary Shares resulting from conversion of the remaining Series A CLNs and the Series B CLNs at the Conversion Price | 19,775,742 |
Number of Debt Warrants at 27.5p | 10,639,600 |
Number of Anti-Dilution Warrants at 1p | 3,457,870 |
Number of CLN Deferred Interest Warrants at 27.5p | 3,473,624 |
Number of CLN Deferred Interest Warrants at 21p | 917,853 |
Number of Spring 2016 Warrants at 81.75p | 2,643,309 |
Number of Options outstanding | 2,952,266 |
Gross proceeds of the Placing | £1,500,000 |
Net proceeds of the Placing | £1,400,000 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2019 |
Posting of this document | 11 January
|
Latest time and date for receipt of completed Forms of Proxy | 11.00 a.m. on 5 February
|
AGM | 11.00 a.m. on 7 February
|
Admission of New Ordinary Shares to trading on AIM | 8.00 a.m. on 8 February
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Despatch of share certificates in respect of the New Ordinary Shares (if applicable) | no later than 15 February |
|
|
All references are to London time unless stated otherwise. |
|
If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. | |
DEFINITIONS
"Accounts" | the audited statutory accounts of the Company for year ended30 June 2018
|
"Act" | the Gibraltar Companies Act 2014, as amended from time to time
|
"Admission" | the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
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"AGM" | the annual general meeting of the Company to be held at11.00 a.m. on 7 February 2019 at the offices of K&L Gates LLP, One New Change, London EC4M 9AF, or any reconvened annual general meeting
|
"AIM" | the AIM market operated by London Stock Exchange
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"AIM Rules for Companies" | the AIM Rules for Companies as published by the London StockExchange from time to time
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"Anti-Dilution Warrants" | warrants issued as part of the Debt Fundraise to subscribe fornew Ordinary Shares at an exercise price of 1p per new Ordinary Share with limited exercise conditions
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"Anti-Dilution Warrant Instrument"
| the instrument creating the Anti-Dilution Warrants
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"Articles" | the articles of association of the Company
|
"Board" or "Directors" | the directors of the Company as at the date of this document
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"City Code" | the City Code on Takeovers and Mergers
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"CLN Conversion" | the conversion of £3,952,777 of the outstanding balance of the£8,125,000 CLNs, plus the conversion of interest of£1,481,106.75 resulting in the issue of 36,225,894 New Ordinary Shares at the Placing Price
|
"CLN Deferred Interest Warrants" | warrants issued in exchange for deferral of CLN interest tosubscribe for new Ordinary Shares at an exercise price of 27.5p or 21p per new Ordinary Share
|
"CLN Deferred Interest the instrument creating the CLN Deferred Interest WarrantsWarrant Instrument"
| the instrument creating the CLN Deferred Interest Warrants |
"CLN Instruments" | the £10,000,000 Series A Fixed Rate Secured Convertible Loan Note 2020 Instrument dated 28 April 2015 (as amended by an amendment deed dated 29 December 2016) and the £1,100,000 Series B Fixed Rate Secured Convertible Loan Note Instrument dated 28 April 2015 (as amended by an amendment deed dated 5 October 2015), copies of which are available on the Company's website
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"CLNs" | the convertible loan notes issued pursuant to the CLN Instruments
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"Company" or "Nektan" | Nektan plc
|
"Conversion Price" | the price at which the CLNs convert into new Ordinary Shares, being: (i) in respect of the Series A CLNs 200 per cent. of the price at which Ordinary Shares were last issued subject to a minimum price of 30 pence each and a maximum price of 209 pence each; and (ii) in respect of the Series B CLNs 125 per cent of the price at which Ordinary Shares were last issued subject to maximum of 209 pence each
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"Debt Conversion" | the conversion by Gary Shaw of £650,000 of his outstanding debt under his Facility Agreement, plus accrued interest of £148,252, at the Placing Price, resulting in the issue of 5,321,680 New Ordinary Shares
|
"Debt Fundraise" | the July 2017 loans, directly or indirectly, by Gary Shaw and Sandeep Reddy, pursuant to the Facility Agreements with associated pro rata Debt Warrants and Anti-Dilution Warrants
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"Debt Warrants" | warrants issued as part of the Debt Fundraise to subscribe for new Ordinary Shares at an exercise price of 27.5 pence per new Ordinary Share
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"Debt Warrant Instrument" | the instrument creating the Debt Warrants
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"Deed Poll" | the deed poll dated 28 October 2014 executed by the Depositary in relation to the issue of Depositary Interests by the Depositary
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"Depositary" | Link Market Services Trustees Limited
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"Depositary Interests" | uncertificated depositary interests issued by the Depositary andrepresenting Ordinary Shares pursuant to the Deed Poll
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"Existing Ordinary Shares" | the 47,565,873 Ordinary Shares in issue
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"Exit" | means (i) the acquisition by any person of the entire issued share capital of the Company, or (ii) the acquisition by any person of the whole or substantially the whole of the business and undertaking of the Nektan Group
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"Facility Agreement" or "Facility Agreements" | the facility agreements entered into in July 2017 between the Company and Gary Shaw for £1,300,000 and the Company and VTA for £1,200,000 respectively
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"Form of Proxy" | the enclosed form of proxy for use at the AGM
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"FCA" | the Financial Conduct Authority of the UK
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"FSMA" | Financial Services and Market Act 2000 (as amended)
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"Group" or "Nektan Group" | Nektan and its subsidiaries
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"Independent Directors" | Jim Wilkinson and Lucy Buckley
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"London Stock Exchange" | London Stock Exchange plc
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"Money Laundering Regulations" | Money Laundering Regulations 2007, the money laundering provisions of the Criminal Justice Act 1993, Part VIII of FSMA (together with the provisions of the Money Laundering Sourcebook of the FCA and the manual of guidance produced by the Joint Money Laundering Steering Group in relation to financial sector firms), the Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Terrorism Act 2006
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"New Ordinary Shares" | the new Ordinary Shares to be issued at the Placing Pricepursuant to the Placing, the CLN Conversion and the Debt Conversion
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"Noteholders" | holders of the CLNs
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"Notice" or "Notice of AGM" | the notice convening the AGM set out in Part 2 of this document
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"Options" | options in the Company as set out in the Notice
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"Ordinary Shares" | ordinary shares of 1 pence each in the capital of the Company
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"Overseas Shareholders" | Shareholders with a registered address outside the United Kingdom
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"Placing" | the fundraising at the Placing Price to raise a minimum of £1,500,000
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"Placing Price" | means 15p per New Ordinary Share
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"Registrars" or "Link Asset Services" | a trading name of Link Asset Services Limited, a private limited company incorporated in England and Wales with the registered number 2605568 whose registered address is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
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"Regulatory Information Service" | has the meaning given in the AIM Rules for Companies
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"Resolutions" | the resolutions to be proposed at the AGM, as set out inthe Notice
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"Respin" | Respin LLC, the Company's US subsidiary
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"Respin Sale" | the sale of 57.5 per cent. of the issued share capital of Respin
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"Series A CLNs" | the convertible loan notes issued pursuant to the £10,000,000 Series A Fixed Rate Secured Convertible Loan Note 2020 Instrument dated 28 April 2015 (as amended)
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"Series B CLNs" | the convertible loan notes issued pursuant to the £1,100,000 Series B Fixed Rate Secured Convertible Loan Note 2020 Instrument dated 28 April 2015 (VCT) (as amended)
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"Shareholders" | the holders of Ordinary Shares
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"Spring 2016 Warrants" | warrants issued as part of the Spring 2016 equity fundraising to subscribe for new Ordinary Shares at an exercise price of 81.75p per new Ordinary Share
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"Spring 2016 Warrant Instrument"
| the instrument creating the Spring 2016 Warrants
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"Subscription Agreements" | the conditional subscription agreements entered into betweenthe Company and various investors to raise a minimum of£1,500,000 in equity capital for the Company pursuant to the Placing
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"UK" | the United Kingdom of Great Britain and Northern Ireland
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"United States", "United States of America" or "US" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction
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"VTA" | Venture Tech Assets Limited, a company that is controlled by Sandeep Reddy, a non-Executive Director of the Company
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"Warrants" | together the Debt Warrants, the Anti-Dilution Warrants, the Spring 2016 Warrants and the CLN Deferred Interest Warrants |