5 March 2025
ChallengerX
plc
("ChallengerX",
"CXS" or
the "Company")
Result
of AGM, Restoration to Trading, Acquisitions, Issue of
Equity, Board
Changes and PDMR
ChallengerX
(AQUIS:
CXS)
announces that all resolutions were duly passed at the Company's
Annual General Meeting ("AGM")
held earlier today. Following
the passing of the Resolutions in the AGM, trading in the Ordinary
Shares of the Company will resume at 8 am on
Thursday, 6 March 2025.
First
Sentinel Corporate Finance Ltd has been reappointed as the AQSE
Corporate Adviser to the Company effective immediately.
Completion
of Acquisitions
As
announced on 10 February 2025, the
Company had entered into three conditional agreements for the
acquisition of NYCE International Limited ("NYCE")
for £1,600,000, Virya VC Limited ("Virya")
for £280,000 and an instance of Reelsoft AB's remote gaming server
software ("RGS")
and Game Aggregation Platform for £160,000 (together "the
Acquisitions").
The Company had agreed to satisfy the consideration for the
Acquisitions in ordinary shares of £0.001 of the Company
("Ordinary
Shares") which
would be issued at £0.004 each. Thus, in connection with the
Acquisitions, the Company would be issuing a total of 510,000,000
Ordinary Shares ("Consideration
Shares"). In
addition, the vendors of NYCE, Virya and the RGS will be subject to
lock-in agreements.
Following
the passing of resolutions at the AGM held today, the Company has
issued the Consideration Shares and the Acquisitions will be
completed on the admission of the Consideration Shares to trading
on the AQSE Growth Market.
Fundraise
and Debt Settlement
Additionally,
the Company has completed a fundraising of £483,000 through the
issue of 241,500,000 subscription shares ("Subscription
Shares") at a
price of £0.002 per share (the "Issue
Price") and has
converted the £120,000 loan note (announced on 8 January 2025) into equity, by issuing
120,000,000 Ordinary Shares at £0.001 per share
("Loan
Note Shares").
The
Company will also grant warrants in the amount of 1 warrant for
each 1 Subscription Share and Loan Note Shares at a price of
£0.007, exercisable within 1 year of the date of grant. The Company
has granted a total of 361,500,000 warrants to subscribe for new
ordinary shares of £0.001 each ("Warrants").
Following the issue of the Warrants, the Company has a total of
366,975,850 warrants in issue.
The
Company has also obtained the commitment for an additional raise of
£50,000 at the Issue Price. The Company will make a further
announcement once the funds are received.
Furthermore,
the Company has settled outstanding debt by issuing 145,800,000
Ordinary Shares ("Settlement
Shares") at
£0.004 per share and £0.002 per share.
Admission
and Total Voting Rights
Application
will be made for the Consideration Shares, Subscription Shares,
Loan Note Shares, and Settlement Shares to be admitted to trading
on the AQSE Growth Market ("Admission").
Dealings are expected to commence on or around 11 March 2025.
Following
Admission, the Company's total issued and voting share capital will
consist of 1,449,880,556
Ordinary Shares. The Company hold 1,546,341 ordinary shares in
treasury.
The above
figures may be used by shareholders 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 Company under the FCA's
Disclosure and Transparency Rules.
Board
Changes
The
following proposed Board appointments and changes will take effect
immediately.
-
Harmen Brenninkmeijer and Farzad Peyman-Fard join the Board,
respectively, as Executive Chairman and Chief Executive
Officer.
-
John May and Stuart Adam
remain on the board, respectively, as an Independent Non-Executive
Director and a Non-Executive Director.
-
Lucas Caneda and Nick Martin
resigned as directors.
The
disclosure according to Rule 4.9 of the Aquis Growth Market Access
Rulebook has been made in the announcement dated 10 February 2025.
Harmen Brenninkmeijer, Executive Chairman, commented "We are
delighted to announce the relisting of CXS alongside the
acquisitions of highly reputable companies and IP that will drive
the new strategy in the betting and gaming industry. The Company
will continue to look for new and innovative technologies and
Artificial Intelligence to work with."
Farzad
Peyman-Fard, CEO, commented, "The synergetic effect of NYCE
International and Virya VC provides a leading international product
marketplace and advisory network for operators whilst the
acquisition of Reelsoft's aggregation platform and remote gaming
system instances will enable the promotion and distribution of
innovative game studios and technologies."
The
directors of ChallengerX accept responsibility for this
announcement.
For
further information, please contact:
|
ChallengerX
plc
|
|
|
Farzad
Peyman-Fard, CEO
|
fpeyman@virya.vc
|
|
First
Sentinel Corporate Finance Ltd
(AQSE
Corporate Adviser)
|
|
|
Brian
Stockbridge
|
+44 (0)
7858 888 007
|
PDMR
notification
Notification
and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with
them.
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
City & Westminster Corporate Finance LLP
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
PCA of Directors, John May and Stuart Adam
|
|
b)
|
Initial notification/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, UK emission allowance market
participant, auction platform or auctioneer
|
|
|
a)
|
Name
|
ChallengerX Plc
|
|
b)
|
LEI
|
984500A15FX570FFD891
|
|
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
Identification code
|
Ordinary shares
ISIN: GB00BMD0WG01
|
|
b)
|
Nature of the transaction
|
Issue of shares as settlement of existing debt
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
£0.004
|
23,400,000
|
|
|
|
d)
|
Aggregated information
-
-
Aggregated volume
-
-
Price
|
|
Aggregated volume
|
Price
|
|
23,400,000
|
£93,600
|
|
|
e)
|
Date of the transaction
|
05/03/2025
|
|
f)
|
Place of the transaction
|
Outside trading venue
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
John May
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, UK emission allowance market
participant, auction platform or auctioneer
|
|
|
a)
|
Name
|
ChallengerX Plc
|
|
b)
|
LEI
|
984500A15FX570FFD891
|
|
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
Identification code
|
Ordinary shares
ISIN: GB00BMD0WG01
|
|
b)
|
Nature of the transaction
|
Issue of shares as settlement of existing debt
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
£0.004
|
3,150,000
|
|
|
|
d)
|
Aggregated information
-
-
Aggregated volume
-
-
Price
|
|
Aggregated volume
|
Price
|
|
3,150,000
|
£12,600
|
|
|
e)
|
Date of the transaction
|
05/03/2025
|
|
f)
|
Place of the transaction
|
Outside trading venue
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Farzad Peyman
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, UK emission allowance market
participant, auction platform or auctioneer
|
|
|
a)
|
Name
|
ChallengerX Plc
|
|
b)
|
LEI
|
984500A15FX570FFD891
|
|
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
Identification code
|
Ordinary shares
ISIN: GB00BMD0WG01
|
|
b)
|
Nature of the transaction
|
Issue of shares as Director fees
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
£0.002
|
50,000,000
|
|
|
|
d)
|
Aggregated information
-
-
Aggregated volume
-
-
Price
|
|
Aggregated volume
|
Price
|
|
50,000,000
|
£100,000
|
|
|
e)
|
Date of the transaction
|
05/03/2025
|
|
f)
|
Place of the transaction
|
Outside trading venue
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Virya Solutions Group Limited
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
PCA of Director, Farzad Peyman
|
|
b)
|
Initial notification/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, UK emission allowance market
participant, auction platform or auctioneer
|
|
|
a)
|
Name
|
ChallengerX Plc
|
|
b)
|
LEI
|
984500A15FX570FFD891
|
|
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
Identification code
|
Ordinary shares
ISIN: GB00BMD0WG01
|
|
b)
|
Nature of the transaction
|
Issue of shares as Consideration shares for an
acquisition
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
£0.004
|
56,700,000
|
|
|
|
d)
|
Aggregated information
-
-
Aggregated volume
-
-
Price
|
|
Aggregated volume
|
Price
|
|
56,700,000
|
£226,800
|
|
|
e)
|
Date of the transaction
|
05/03/2025
|
|
f)
|
Place of the transaction
|
Outside trading venue
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Global Chain Limited
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
PCA of Director, Harmen Brenninkmeijer
|
|
b)
|
Initial notification/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, UK emission allowance market
participant, auction platform or auctioneer
|
|
|
a)
|
Name
|
ChallengerX Plc
|
|
b)
|
LEI
|
984500A15FX570FFD891
|
|
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
Identification code
|
Ordinary shares
ISIN: GB00BMD0WG01
|
|
b)
|
Nature of the transaction
|
Issue of shares as Consideration shares for an
acquisition
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
£0.004
|
400,000,000
|
|
|
|
d)
|
Aggregated information
-
-
Aggregated volume
-
-
Price
|
|
Aggregated volume
|
Price
|
|
400,000,000
|
£1,600,000
|
|
|
e)
|
Date of the transaction
|
05/03/2025
|
|
f)
|
Place of the transaction
|
Outside trading venue
|
