NKTN.L Regulatory News (NKTN)

5 July 2017

NEKTAN PLC

("Nektan", the "Company" or the "Group")

 Q4 Business Update and Proposed Debt Facility

Nektan plc (AIM: NKTN), a leading international B2B gaming solutions and services provider, provides a business update, including trading for the three months ended 30 June 2017, announces a proposed debt facility, details of agreement reached regarding NMS and the appointment of a new interim Chief Operating Officer.

Trading Update

· Managed Gaming Solutions (Europe) - the Company continues to experience strong growth across all key performance indicators ("KPIs") driven by a combination of increased First Time Depositors ("FTDs"), ongoing product innovation and the launch of 9 new casinos in the quarter. Year on year revenue growth of 130% reflects substantial organic growth and is accompanied by an improvement in the cost of sales through effective casino management.

· 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.

Proposed Debt Facility

· The Company has secured commitments to raise £2,500,000 through an unsecured loan facility, providing financing to facilitate the Company's continued growth and associated product development. In order to draw upon the loan, the Company has entered into separate Facility Agreements with two of its Directors, Gary Shaw for £1,300,000 and Sandeep Reddy for £1,200,000 (the "Debt Fundraise").

· The loans will carry interest of 10% per annum and the Company will grant to each lender, 5.36 Debt Warrants and 137 Anti-Dilution Warrants for each £1 drawn down under the facility agreements. The resolutions associated with the Debt Fundraise require the approval of shareholders which will be sought at an Extraordinary General Meeting of the Company which will be held on 28 July 2017.

Nektan Marketing Services ("NMS")

· As part of the continued realignment of the business, the Company has reached agreement to buy out its joint venture partners in NMS for consideration of £500,000 payable in cash. An initial payment of £250,000 will be made on completion of the Debt Fundraise, a further £150,000 payable after 6 months following completion of the Debt Fundraise and the balance of £100,000 payable on the 12 month anniversary of the initial payment. As a consequence of this agreement, the put and call option between Nektan and its joint venture partners will fall away. This strategic transaction gives Nektan the ability to take greater control of its players and marketing on behalf of its partners.

Nektan has entered into a new marketing services contract with ActiveWin Media Limited ("ActiveWin") for one year for certain player marketing services. It has extended its contract with Kerching (Gibraltar) Limited for the Kerching brand and agreed the launch of further casinos that are managed by ActiveWin.

Interim Chief Operating Officer

· The Company is pleased to announce that Sagi Lahav has joined the Company as interim Chief Operating Officer with effect from 3 July 2017. Sagi has 10 years' experience in the sector in various senior roles and, until recently, was CEO and Managing Director of Mansion Group, an online gaming company based in Gibraltar.

Gary Shaw, Interim Chief Executive Officer of Nektan, said:

"We continue to make progress across our three divisions. I am especially encouraged by the progress of the European managed casino network which is benefiting from the hard work of our team, our casino partners and the strong technical foundation of our proprietary platform, Evolve. Revenues have grown by 130% over the last year, whilst our cost base has reduced, providing a more financially efficient platform from which to grow.

Our younger B2B division is attracting a lot of interest from games studios, offering distribution and services under our Gibraltar gambling licence. In a significant step forward, our North American team is installing an operating multi-tenant solution in its first, central casino location.

This is an exciting period for Nektan and I'm delighted to be working with Sagi and the rest of the team to develop fully the potential opportunities across the whole of our business."

For further information on the Group, please contact:

Further information on Nektan can be found on the Group's website at www.nektan.com

About Nektan:

Nektan is a leading international B2B mobile gaming solutions and services provider, operating in the regulated, interactive real money gaming (RMG) gaming 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 in partnership with Spin Games, Respin LLC, 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 its two primary geographical targets, 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.

The following is the text of the letter from the Chairman of the Company set out in the circular (copies of which are available at www.nektan.com) due to be posted to shareholders later today:-

"Dear Shareholder 5 July 2017

Debt facility of £2,500,000 and issue of up to 13,400,000 Debt Warrants (5.36 Debt Warrants for every £1 drawn down) at 27.5 pence exercise price per Debt Warrant and issue of up to 342,500,000 Anti-Dilution Warrants at 1 penny exercise price per Anti-Dilution Warrant

1. Introduction

The Company announced earlier today that it has entered into Facility Agreements with Gary Shaw for £1,300,000 and VTA for £1,200,000. The Company will grant to the Lenders, 5.36 Debt Warrants and 137 Anti-Dilution Warrants for each £1 drawn down under the Facility Agreements (rounded down to the nearest whole number of Warrants) subject to Shareholder approval to be obtained at the EGM. The purpose of this document is to set out the background to the Debt Fundraise, the terms of the Debt Fundraise and to convene the Extraordinary General Meeting in order to approve the Resolutions required in order for the Debt Fundraise to proceed.

2. Background to the Debt Fundraise

As announced in the Company's unaudited interim results on 31 March 2017 and subsequently in its Q3 trading update announced on 19 April 2017, 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 earlier today continued momentum with further strong growth across all of its KPIs in the quarter ended 30 June 2017.

Due to the continued investment in both the development of the Company's platform and its US wholly owned subsidiary, Respin Inc, the Group continues to be loss making and, as outlined in its 2016 preliminarily results announcement in December 2016, the Group requires further long-term funding in order to reach cash flow positive. As a result, the Directors have therefore continued to assess the Group's financing options. These have included seeking new investors, debt finance, other financial support from key stakeholders for the Group; a strategic partner; or realising value from its trading assets.

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 Debt Fundraise, which is intended to address the Group's near term working capital requirements and to strengthen its balance sheet. 

3. NMS

As part of the continued realignment of the Group's business, the Company has agreed to buy out its joint venture partners in Nektan Marketing Services Limited ("NMS") for a consideration of £500,000 payable in cash, with an initial payment of £250,000 on completion of the Debt Fundraise, £150,000 payable 6 months following completion of the Debt Fundraise and the balance of £100,000 payable on the 12 month anniversary of the initial payment. As a consequence of this agreement, the put and call option between Nektan and its joint venture partners falls away. Going forward, this strategic transaction will give Nektan the ability to take greater control of its players and marketing on behalf of its partners.

Furthermore, Nektan has entered into a new marketing services contract with ActiveWin Media Limited ("ActiveWin") for one year for certain player marketing services, whilst extending its contract with Kerching (Gibraltar) Limited, for an additional 12 months for Kerching, a leading casino on the Nektan casino network, and agreed the launch of further casinos that are managed by ActiveWin.

4. The Debt Fundraise

The Company has entered into the Facility Agreements, subject to Shareholder approval, under which the Lenders will make loans available to the Company with an aggregate value of £2,500,000. The Company will issue a pro rata number of Warrants to the Lenders in connection with the Debt Fundraise on or around each drawdown date. If the full £2,500,000 is drawn down, the total number of Debt Warrants to be issued will be 13,400,000 and the total number of Anti-Dilution Warrants will be 342,500,000.

In respect of the loan from Gary Shaw, £500,000 will be available for drawdown immediately with the balance of £800,000 dependent upon the realisation of an asset. Gary Shaw has agreed to enter into a personal guarantee in favour of the Company for the balance of the facility, being £800,000. The Company is able to make any number of drawdowns under the Facility Agreements within a twelve month period from the date of each Facility Agreement.

The interest rate under the Facility Agreements is 10 per cent. per annum and will be payable quarterly and in arrears, or, at the relevant Lender's option, may be rolled up to the termination date. The termination date is two years from the date of each drawdown date or the date on which all principal and interest owed has been repaid in full to the relevant Lender.

The Company has the option to prepay all or any portion of the outstanding debt under the Facility Agreements in incremental amounts of not less than £250,000. Once amounts have been repaid, they may not be re-borrowed.

5. The Warrants

For every £1 drawn down as part of the Debt Fundraise, 5.36 Debt Warrants will be issued to the Lenders (rounded down to the nearest whole number of Debt Warrants).

Each Debt Warrant confers on the warrant holder the right to subscribe for one new Ordinary Share in cash at an exercise price of 27.5 pence. When looking to transfer or exercise Debt Warrants, a warrant holder must transfer or exercise a minimum of 20,000 Debt Warrants or, if lower, the entirety of its Debt Warrant holding.

In addition, the Lenders will receive their pro rata entitlement of up to 137 Anti-Dilution Warrants at the same time the Debt Warrants are issued. The exercise of the Anti-Dilution Warrants is subject to limited conditions; are not transferable and will lapse after 12 months of the date of the Anti-Dilution Warrant Instrument.

6. Use of proceeds and working capital

The funds raised by the Debt Fundraise of £2.5 million will be used by the Company to support the near term working capital requirements of the Company's operations and allow the Company to continue the investment in its platform to support the continued growth of its European managed gaming solutions business, the establishment of its B2B software licensing and games distribution business and its in-venue gaming operation in the US.

As the Debt Fundraise and the issue of the Warrants 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 Debt Fundraise 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. Shareholders should be aware that only the Independent Shareholders are able to vote on the Waiver Resolutions.

7. Current trading and prospects

The Company announced earlier today 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% reflects substantial organic growth and is accompanied by an improvement in the cost of sales through effective casino management. 

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 also signed 3 sheltering deals whereby a 3rd party games studio can work in partnership with the Company to leverage its Gibraltar infrastructure to supply commercial gaming operators licensed in the jurisdiction.

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.

8. Related party transactions

Gary Shaw and Sandeep Reddy have, either directly or through their associated companies, holdings of 5,330,168, and 6,431,373 Ordinary Shares respectively (representing 14.8 per cent. and 17.8 per cent. of the Company's issued share capital respectively). Gary Shaw and Sandeep Reddy (together the "Related Parties") are, directly or indirectly, lending £1,300,000 and £1,200,000 respectively to the Company under the Facility Agreements. As Directors, their participation in the Debt Fundraise constitutes a related party transaction under the AIM Rules for Companies.

Jim Wilkinson (the "Independent Director") considers, having consulted with the Company's nominated adviser, Stockdale, that the terms of the Debt Fundraise are fair and reasonable insofar as the Shareholders are concerned.

9. Whitewash

For the purpose of the Articles, the Lenders are deemed to be acting in concert when entering into the Facility Agreement and participating in the Debt Fundraise. As set out above, Gary Shaw and Sandeep Reddy or their associated companies hold, in aggregate, 32.6 per cent. of the Company's issued share capital.

The Board has exercised its discretion, pursuant to the Articles, to apply the City Code to the Debt Fundraise. Accordingly, to enable the Company to enter into the Debt Fundraise, the Independent Director is recommending that the Shareholders pass ordinary resolutions to waive the obligations that would arise for Gary Shaw and Sandeep Reddy and their associated companies, Fiduciary Trust (New Zealand) Limited, Dominus Trust Limited and Venture Tech Assets Limited as a concert party (the "Concert Party") to make a general offer for the balance of the issued share capital of the Company not owned by them as a result of them (i) acting in concert in relation to the Debt Fundraise; (ii) exercising their securities in future (as listed in Part 2 of this document); (iii) subscribing for further Ordinary Shares by 28 July 2024 and (iv) them holding, or having the right to hold, more than 30 per cent. of the enlarged issued share capital of the Company (the "Waiver Resolutions").

The Waiver Resolutions will be conducted on a poll. The Notice of EGM is set out in Part 3 of this document and a Form of Proxy is enclosed. Your attention is also drawn to Part 2 of this document which contains certain additional information relating to the Waiver Resolutions.

In respect of the Waiver Resolutions, the Independent Director, who has been so advised by Stockdale considers that the waiver of the obligation that would arise for the Concert Party to make an offer, pursuant to the Board's decision to apply the City Code under the Articles, as a result of the Concert Party holding more than 30 per cent. of the issued share capital of the Company, is in the best interests of the Shareholders as a whole. In providing its advice to the Independent Director, Stockdale has taken account of the Independent Director's commercial assessments. Accordingly, the Independent Director recommends that the Independent Shareholders vote in favour of the Waiver Resolutions, as the Independent Director has provided an irrevocable undertaking to vote in favour of the Resolutions in respect of his own shareholding, which amounts in aggregate to 301,956 Ordinary Shares (representing approximately 0.8 per cent. of the issued share capital of the Company).

10. Extraordinary General Meeting

Set out in Part 3 of this document is a notice convening the EGM at which the Resolutions will be proposed. The Resolutions grant the relevant authorities to proceed with the Debt Fundraise, as well as providing authorities for the issue of the Warrants and the standard authorities and disapplication of pre-emption rights.

11. Irrevocable Undertakings

Certain Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 13,696,782 Existing Ordinary Shares, representing approximately 38 per cent. of the Company's issued share capital as at the date of this letter and approximately 56 per cent. of the Company's issued share capital held by Independent Shareholders.

12. Recommendation

The Independent Director believes that the Debt Fundraise is in the best interests of the Company and its Shareholders as a whole.

In addition, the Independent Director recommends that Shareholders vote in favour of the Resolutions. This recommendation is subject to the fact that only Independent Shareholders may vote on the Waiver Resolutions. The Independent Director has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 301,956 Existing Ordinary Shares, representing approximately 0.8 per cent. of the Company's issued share capital.

As the Debt Fundraise and the issue of the Warrants 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 Debt Fundraise 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. Shareholders should be aware that only the Independent Shareholders are able to vote on the Waiver Resolutions.

Jim Wilkinson

Chairman"

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Debt Fundraise and posting of this document 5 July 2017

Latest time and date for receipt of completed Forms of Proxy 11.00 am on 25 July 2017

EGM 11.00 am on 28 July 2017

First drawdown of the Debt Fundraise 31 July 2017

First issue of Warrants 31 July 2017

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.

FUND RAISING STATISTICS

Number of Existing Ordinary Shares in issue 36,035,292

Value of Series A CLNs in issue £8,905,500

Value of Series B CLNs in issue £1,100,000

Number of Ordinary Shares resulting from conversion of the Series A CLNs at the Conversion Price 25,906,909

Number of Ordinary Shares resulting from conversion of the Series B CLNs at the Conversion Price 3,200,000

Number of Ordinary Shares resulting from conversion of the Series A CLNs and the Series B CLNs at the Conversion Price 29,106,909

Number of Debt Warrants to be issued pursuant to the Debt Fundraise up to 13,400,000

Number of Anti-Dilution Warrants to be issued pursuant to the Debt Fundraise up to 342,500,000

Gross proceeds of the Debt Fundraise(1) £2,500,000

Gross proceeds of the Debt Warrants £3,685,000

(1) Assuming full drawdown

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise.