18 October 2022
B90 Holdings plc
("B90", the "Company" or "Group")
Director Dealing
B90 Holdings plc (AIM: B90), the online marketing and operating company for the gaming industry, announces that Mr Ronny Ingvar Breivik has satisfied a debt owed by Entercreation Limited, a corporate entity majority owned by Mr Breivik, to The Nestegg BV, a corporate entity wholly owned by Mark Rosman, Senior Non-Executive Director of B90, by the transfer of, in aggregate, 9,000,000 ordinary shares of no par value in the Company ("Ordinary Shares").
Mr Breivik is a substantial shareholder in Performance Media SIA, one of the Requisitioning Shareholders proposing, inter alia, the appointment of Mr Breivik as a director of the Company, as notified to the market on 20 September 2022 and 27 September 2022; about which further information is set out in the Company's announcement of 17 October 2022 and the circular sent to the Company's shareholders on that date, which is also available on the Company's website.
The Board is extremely surprised that Mr Breivik, who together with the Requisitioning Shareholders, is trying to secure his appointment to the Board, and the removal of Karim Peer as Executive Chairman and Mr Nigel Eastwood as a director of the Company, would choose to satisfy the debt owed to The Nestegg BV in this way, thereby diminishing his interest in the Company's share capital, at the same time as he is seeking to become a Board Director.
Following the transfer of Ordinary Shares to Mr Rosman, Mr Rosman is now interested in 23,419,019 Ordinary Shares in the Company, representing 8.3% of the entire issued share capital of the Company.
The Company reiterates the Board's recommendation that shareholders vote against all four proposed resolutions at the Extraordinary General Meeting to be held on 7 November 2022.
Mark Rosman, Senior Non-Executive Director, B90 said:
"We are increasingly confused by the actions of Mr Breivik who, while seeking to join the Board, has recently served conditional notice terminating his engagement with B90 Ventures Ltd and is now significantly reducing his shareholding in the Company. The Board continues to urge all shareholders to vote against the resolutions at the forthcoming EGM."
| 1 | Details of the persons discharging managerial responsibilities | |||||
| a) | Name | Mark Rosman
| ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Senior Non-Executive Director
| ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| 3 | Details of the issuer | |||||
| a) | Name | B90 Holdings plc | ||||
| b) | LEI | 2138007KWLZHV5I1A979
| ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
| Ordinary Shares of no par value | ||||
| Identification code | ISIN for Ordinary Shares: IM00BYT32K14
| |||||
| b) | Nature of the transaction | Receipt of ordinary shares as repayment consideration for a loan to Entercreation Limited
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price
| 9,000,000 at implied price of 4.75p per Ordinary Share | ||||
| e) | Date of the transaction | 17 October 2022 | ||||
| f) | Place of the transaction | XLON | ||||
-ends-
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Karim Peer, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Richard Johnson / Rob Patrick
Arden Partners plc (Broker) +44 (0)20 7614 5900
Ruari McGirr
Belvedere (Financial PR & IR) +44 (0)20 3008 6864
John West / Llewellyn Angus
About B90 Holdings plc
B90 Holdings plc is a group of companies focused on the operation of its own online Sportsbook and Casino product as well as marketing activities for other online gaming companies.
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