THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
14 February 2023
Gfinity PLC
("Gfinity", the "Company" or the "Group")
Results of Fundraise & Publication of Circular
Further to the announcement of 13 February 2023 regarding the proposed Fundraise (the "Fundraise Announcement"), the Company is pleased to announce that it has conditionally raised £2 million (before expenses) in an upsized Placing and Subscription.
Canaccord Genuity acted as Nominated Adviser, Sole Bookrunner and Sole Broker in connection with the Fundraising.
The following Directors have agreed to subscribe for the following New Ordinary Shares at the Issue Price under the Subscription:
| Director | Number of New Ordinary Shares subscribed for | Value of New Ordinary Shares subscribed for | Number of Ordinary Shares held on Admission | % Share Capital held on Admission | Number of Existing Warrants and New Warrants held on Admission |
| Neville Upton | 6,666,666 | £10,000 | 21,543,911 | 0.81% | 6,666,666 |
| Jonathan Hall | 6,666,666 | £10,000 | 10,138,888 | 0.38% | 8,666,666 |
| Len Rinaldi | 6,666,666 | £10,000 | 8,666,666 | 0.33% | 8,666,666 |
| Hugo Drayton | 6,666,666 | £10,000 | 8,266,666 | 0.31% | 8,266,666 |
| TOTAL | 26,666,664 | £40,000 | 48,616,131 | 1.84% | 32,266,664 |
Subject to shareholder approval, the Company will issue 907,166,673 new Ordinary Shares pursuant to the Placing and 426,166,661 new Ordinary Shares pursuant to the Subscription at the issue price of 0.15 pence per share. In total, 1,333,333,334 New Ordinary Shares will be issued as part of the Fundraise.
Admission and dealings in the New Ordinary Shares is expected to commence on AIM on 07 March 2023, subject to the passing of the Resolutions by Shareholders at the General Meeting.
Further to the above and conditional on Admission, the Company expects to issue a total of 1,333,333,334 New Warrants and 39,720,000 Introducer Warrants on the terms set out in the Fundraise Announcement.
A circular, containing further details of the Fundraising and notice of the General Meeting to be held at 10.00 a.m. on 06 March 2023 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders today, 14 February 2023 (the "Circular"). Following its publication, the Circular will be available on the Group's website at https://www.gfinityplc.com/investors/reports/
Words and phrases defined in the Fundraise Announcement will have the same meanings in this announcement.
Enquiries:
| Gfinity plc Neville Upton, Executive Chairman Jonathan Hall, Chief Finance and Operating Officer
| |
|
Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner & Sole Broker) Bobbie Hilliam / Patrick Dolaghan |
Tel:+44 (0)207 523 8150 |
About Gfinity
Gfinity is a leading media and technology company in the fast-growing esports and gaming sector. Founded in late 2012, Gfinity established itself as esports and community engagement experts. More recently, the company's business model has evolved to reflect the rapidly developing gaming market, sharpening its strategic focus, based on 3 distinct areas:
Gfinity Digital Media is made up of 11 sites that reach up to 15 million monthly unique active users and delivers 75 million impressions per month across its social network of over 7,000,000 followers.
The Gfinity Engagement Platform (Athlos) is a fully configurable, white-label, bespoke solution, designed to maximise community engagement through competitive play, and is already trusted by some of the world's biggest gaming and esports organisations.
Our JVs and Partnerships - Esports Solutions - allow the Company to benefit from co-owned ideas, working with partners who value and benefit from Gfinity's expertise, to create products such as the Global Racing Series with Abu Dhabi Motorsport Management, and esports activities for Manchester United FC, and Formula 1.
The information below set out in accordance with the requirement of the EU Market Abuse Regulation provides further detail.
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Neville Upton | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Executive Chairman | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Gfinity plc | ||||
| b) | LEI | 213800GNV14EDQNRWI17 | ||||
| 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 | Ordinary shares of 0.1 pence each | ||||
| b) | Identification code of the Financial Instrument | GB00BT9QD572 | ||||
| c) | Nature of the transaction | Subscription for shares For every New Ordinary Share subscribed for as part of the Fundraising, Neville Upton has been issued with one warrant to subscribe for one Ordinary Share at the Issue Price. | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information: volume, Price | Aggregated Volume: 2,000,000 Aggregated Price: GBP 10,000 | ||||
| f) | Date of the transaction | 14 February 2023 | ||||
| g) | Place of the transaction | Off Market | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Jonathan Hall | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Finance and Operating Officer | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Gfinity plc | ||||
| b) | LEI | 213800GNV14EDQNRWI17 | ||||
| 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 | Ordinary shares of 0.1 pence each | ||||
| b) | Identification code of the Financial Instrument | GB00BT9QD572 | ||||
| c) | Nature of the transaction | Subscription for shares For every New Ordinary Share subscribed for as part of the Fundraising, Jonathan Hall has been issued with one warrant to subscribe for one Ordinary Share at the Issue Price. | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information: volume, Price | Aggregated Volume: 2,000,000 Aggregated Price: GBP 10,000 | ||||
| f) | Date of the transaction | 14 February 2023 | ||||
| g) | Place of the transaction | Off Market | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Len Rinaldi | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Gfinity plc | ||||
| b) | LEI | 213800GNV14EDQNRWI17 | ||||
| 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 | Ordinary shares of 0.1 pence each | ||||
| b) | Identification code of the Financial Instrument | GB00BT9QD572 | ||||
| c) | Nature of the transaction | Subscription for shares For every New Ordinary Share subscribed for as part of the Fundraising, Len Rinaldi has been issued with one warrant to subscribe for one Ordinary Share at the Issue Price. | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information: volume, Price | Aggregated Volume: 2,000,000 Aggregated Price: GBP 10,000 | ||||
| f) | Date of the transaction | 14 February 2023 | ||||
| g) | Place of the transaction | Off Market | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Hugo Drayton | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Gfinity plc | ||||
| b) | LEI | 213800GNV14EDQNRWI17 | ||||
| 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 | Ordinary shares of 0.1 pence each | ||||
| b) | Identification code of the Financial Instrument | GB00BT9QD572 | ||||
| c) | Nature of the transaction | Subscription for shares For every New Ordinary Share subscribed for as part of the Fundraising, Hugo Drayton has been issued with one warrant to subscribe for one Ordinary Share at the Issue Price. | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information: volume, Price | Aggregated Volume: 2,000,000 Aggregated Price: GBP 10,000 | ||||
| f) | Date of the transaction | 14 February 2023 | ||||
| g) | Place of the transaction | Off Market | ||||
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