SJH.L Regulatory News (SJH)

The Weather Lottery plc

("TWL" or the "Company")

Acquisition of Poseve Limited, Appointment of Director & Issue of Equity

24 May 2013

Acquisition of Poseve Limited

The board of TWL (the "Board") is pleased to announce the acquisition on 23 May 2013 of Poseve Limited ("Poseve"), a company registered in the Isle of Man.

Poseve brings with it a set of unique software products, focused on lottery games and payment processing technologies. Poseve have capabilities in improving subscription and repeat payments success, particularly in situations where regular payments and efficient and timely prize payouts are important, such as lottery products. Poseve have a range of lottery, skills and hybrid games that will provide TWL a significant opportunity to better serve its existing customers and introduce new games for existing societies as well as opening new revenue streams appealing to new customers.

Poseve was 100% owned by James Rose. Mr Rose holds a Personal Licence under Part 6 of the Gambling Act 2005 and will join the management team of Prize Provision Services Limited ("PPS"), the Company's wholly owned lottery management subsidiary.

The consideration for the acquisition will be £350,000, to be settled by way of the issue of 236,656,580 new TWL ordinary shares of 0.1p each ("Ordinary Shares") at a price of 0.15 pence per Ordinary Share. Poseve was incorporated on 26 April 2012, and has yet to produce any audited accounts. Poseve has had sales from the date of incorporation of over £700,000 and has achieved monthly profitability at the operating level. During April 2013 an operating profit of £25,000 was achieved on sales of £92,000. Poseve has long term debt of approximately £350,000, and cash of a materially similar amount.

These assets along with its experienced and dedicated management team will enable the expansion and modernisation of the Company's core lottery products. The Board believes this exciting redevelopment of the existing Lottery business and the related diversification into the fast growing payment technology sector should be a turning point for the Company. 

It is intended that Q3 2013 will see the rebranding of the Company, additional strengthening of the board to support the launch of an updated online lottery platform as well as the strategic roll out of new gaming, technology and payment products for customers.

Appointment of Director & Changes to Senior Management

The Company is delighted to announce the appointment with effect from 23 May 2013 of Phil Jackson as Chief Executive Officer of TWL.

Mr Jackson has over twenty years of experience in general management, sales and marketing, and is currently the Chairman of AIM quoted Media Corporation plc. He has held senior international marketing positions for UnitedHealth Group, driving their clinical research and data management group revenues from $50m to $1bn in the period 2004-2010. For the last three years, Phil has been advising on the corporate development of betting software group, Intabet, as well as advising specialist health analytics group, LA-SER, through international expansion. He is a founder of Docobo, a leading eHealthcare company, and was a founder and former CEO of Jackson Beazeley Limited, a specialist manufacturer and international distributor of nursery products.

As stated in the announcement of 30 April 2013, the Board has concluded that the historic activities of the Company are insufficiently large to take full advantage of the Company's AIM quotation, and the Board believes Mr Jackson is the right person to lead the growth of TWL, and to identify and make further acquisitions.

James Rose will replace Jeff Williams as Managing Director of PPS. Jeff, whose financial assistance has done a great deal to enable the Company to survive through the difficult times will continue as a consultant to oversee the change over. James will assume the regulatory responsibilities to the Gambling Commission presently held by Jeff. In this he will be assisted by lottery industry expert Garth Caswell who has also agreed to become a consultant to the Company. The Company is pleased to announce that the Gambling Commission have confirmed that PPS is in full compliance with its licence and that they are happy with the changes in management.

John Botros, TWL's company secretary, will be retiring from his role in due course and the Board will appoint a new company secretary when a suitable candidate can be found.

Lord Tim Razzall and Andrew Flitcroft remain in their roles as Non Executive Chairman and Finance Director respectively.

Subscription to raise £63,210, Issue of Equity & Holdings of Ordinary Shares

The Company issued on 23 May 2013 a total of 117,149,658 new Ordinary Shares ("New Ordinary Shares"), each issued at a value of 0.147p per New Ordinary Share, the average of the 5 day closing mid-market price of the Ordinary Shares for the five business days to 16 May 2013 in addition to the New Ordinary Shares issued in consideration for the acquisition of Poseve:

·; 236,656,580 New Ordinary Shares in consideration for the acquisition of Poseve, to be issued to James Rose as Poseve's vendor;

·; 42,999,999 New Ordinary Shares by way of three equal cash subscriptions by new individual investors (who are not associates of any director or substantial shareholder), raising £63,210 (the "Subscription");

·; 23,809,524 New Ordinary Shares to John Botros, Company Secretary, in settlement of outstanding fees due of £35,000;

·; 14,965,986 New Ordinary Shares to Lord Tim Razzall, Chairman, in settlement of outstanding fees due of £22,000;

·; 14,965,986 New Ordinary Shares to Jeff Williams, Managing Director of PPS, the Company's lottery management subsidiary, in settlement of outstanding fees due of £22,000;

·; 13,605,442 New Ordinary Shares to Andrew Flitcroft, Finance Director, in settlement of outstanding fees due of £20,000; and

·; 6,802,721 New Ordinary Shares to Allenby Capital Limited, the Company's nominated adviser and broker, in settlement of outstanding fees due of £10,000.

The funds raised from the Subscription will be used to repay certain outstanding indebtedness and provide the Company with additional working capital. The Company can confirm that the loan provided by Jeff Williams, as announced on 25 February 2013, will be repaid in full and in accordance with its terms.

Following the issue of the New Ordinary Shares, the total number of Ordinary Shares in issue will be 795,433,397, and this number may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Services Authority's Disclosure and Transparency Rules.

An application will be made for the 353,806,238 New Ordinary Shares to be admitted to trading on AIM with effect from 30 May 2013. Following the issue of the New Ordinary Shares, the holders of Ordinary Shares ("Shareholders") with 3% or greater of the total number of Ordinary Shares and of Directors will be as follows:

* Includes Ordinary Shares held by pension funds of which Mr Williams and his wife are the beneficiaries

** Includes 21,021,112 Ordinary Shares held as trustee for the Second Trinity Trust

Related Party Transactions

The Board consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the issue of New Ordinary Shares to Mr Williams is fair and reasonable insofar as Shareholders are concerned.

Mr Jackson (being the sole independent director for the purposes of the issue of New Ordinary Shares to Lord Razzall and Mr Flitcroft) considers, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the issue of New Ordinary Shares to Lord Razzall and Mr Flitcroft are fair and reasonable insofar as Shareholders are concerned.

Chairman's Comment

Chairman Lord Tim Razzall commented, "I am excited by the substantial opportunities that the acquisition of Poseve provides and I look forward to working alongside Phil, James and the existing team. I would like to thank Jeff and John for all the effort and support they have provided in the past and for their contribution to the forthcoming handover period."

For further information contact:

The Weather Lottery PLC begin_of_the_skype_highlighting  end_of_the_skype_highlighting 020 7618 9000  

Philip Jackson, CEO

Website www.theweatherlotteryplc.com

Allenby Capital Limited (Nomad) begin_of_the_skype_highlighting 

Nick Harriss/Nick Athanas/James Reeve 020 3328 5656end_of_the_skype_highlighting

SVS Securities (Broker) begin_of_the_skype_highlighting  end_of_the_skype_highlighting

Alex Brearley 020 7638 5600  

AIM Rules for Companies Schedule 2 (g) information

Full Name - Philip Ian Jackson

Age - 43

Directorships and Partnerships: Phil Jackson has held the following directorships or partnerships within the last five years.

No further disclosures are required under Schedule 2 (g) and Rule 17 of the AIM Rules for Companies.