Gfinity (AIM: GFIN), a leading eSports business, is pleased to announce its intention to conduct a placing of new ordinary shares in the Company (the “Placing”), at a price of not less than 19 pence per share to raise £1 million (before expenses).
The placing of the new ordinary shares (“Placing”) will be conducted by way of an accelerated bookbuild process (“Bookbuild”). Arden Partners Plc (“Arden”) will be acting as sole bookrunner in relation to the Bookbuild. The Bookbuild will commence with immediate effect following this announcement.
- Gfinity intends to raise £1 million before expenses through the Placing arranged by Arden of no more than 5,263,157 new ordinary shares of the Group of 0.1 pence each (“Placing Shares”) at a price not less than 19 pence per share with new and existing shareholders
- At a lowest price of 19 pence, this represents a discount of approximately 22.4 per cent. to the closing price on 30 October 2015, being the last business date before this announcement
- Admission of the Placing Shares (“Admission”) is expected to take place on 9 November 2015
- Further details of the Placing are set out below and in the appendix to this announcement
Use of proceeds
The net proceeds of the Placing, together with existing funds are expected to be applied as follows:
- To significantly enrich the features and functionality on Gfinity TV whichthe Directors believe will improve the service provided by existing parties such as Twitch and YouTube. This is expected to increase engagement with the Gfinity audience;
- Development of a Gfinity mobile application to enhance the viewing experience for those on mobile and tablet devices;
- Providing the funds to stage and broadcast the 2016 Gfinity Championship series which is expected to build on the success of the 2015 series; and
- Enhancing Gfinity’s sales and marketing capability.
Gfinity announces a placing at a price of no less than 19 pence per share to raise £1 million (before expenses). The Placing Shares, at the minimum price of 19 pence, would represent approximately 6.3 per cent. of Gfinity’s enlarged issued share capital immediately following Admission and the number of ordinary shares of Gfinity in issue would increase from 77,845,150 ordinary shares immediately prior to the Placing to 83,108,307 ordinary shares upon Admission (assuming a price of 19 pence per Placing Share).
The Placing will not be structured as a rights issue or open offer and the Placing Shares will not be offered generally to the Company’s existing shareholders (“Shareholders”) on a pre-emptive basis. Participation in the Placing will be limited to certain institutional investors and existing shareholders who have indicated their intention to participate. The Placing Shares are not being made available to the public and are not being offered or sold in or into the United States of America, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction where it would be unlawful to do so.
The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing shareholders and new institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus, which is a costly and time consuming process.
The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the ordinary shares after the date of issue of the Placing Shares.
The Placing will be conducted by way of an accelerated bookbuild process (“Bookbuild”). Arden will be acting as sole bookrunner in relation to the Bookbuild. The Bookbuild will commence with immediate effect following this announcement.
The number of Placing Shares and the aggregate proceeds to be raised through the Placing will be finally determined following completion of the Bookbuild process. A further announcement in respect of these details will be made following completion of the Bookbuild process. The timing of the closing of the book and allocations are at the discretion of Arden (after discussion with the Company).
The Company has received an indication of intention to participate in the Placing from certain existing shareholders. Further details of the Placing and confirmed participation by the Directors and significant shareholders (if relevant) will be set out in the announcement to be made on the closing of the Bookbuild which is expected to be made later today.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission to AIM will become effective and that dealings in the Placing Shares will commence on 9 November 2015.
The Placing is being undertaken pursuant to a placing agreement entered into between the Company and Arden (“Placing Agreement”), whereby Arden has agreed to procure subscribers for the Placing Shares by way of the Bookbuild on a reasonable endeavours basis. The Placing is not being underwritten by Arden or any other person. The Placing is subject to the terms and conditions which are set out in the Appendix and which form a part of this announcement. By choosing to participate in the Placing and by subscribing for Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the Appendix, and to be participating in the Placing subject to the terms and conditions contained herein.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement between the Company and Arden becoming unconditional and not being terminated, in accordance with its terms.
Certain existing private shareholders have expressed an interest in further investment in the Company. The Company has therefore decided to permit a further allotment of new ordinary shares up to a maximum aggregate subscription value of £200,000 at the Placing Price to such investors (the “Subscription”). It is expected that the Subscription will close on 9 November 2015. The Subscription is conditional, among other things, on the new ordinary shares to be issued pursuant to the Subscription being admitted to trading on AIM. It is expected that the admission of these shares to AIM will become effective and dealings in the new ordinary shares to be issued under the Subscription will commence on 16 November 2015. A further announcement will be made on 10 November 2015 confirming the result of the Subscription and the number of new ordinary shares to be issued.