TIDMNKTN
RNS Number : 2998X
Nektan PLC
26 April 2019
The following amendment has been made to the 'Update re
Inter-Conditional Transactions' announcement released on 26/04/2019
at 15.39 under RNS No 2938X.
The total CLN principal and interest amount being converted has
been marginally reduced from GBP4.870 to GBP4.678m and GBP1.908m to
GBP1.851m respectively and consequential changes have been made to
other figures throughout the announcement to reflect this
change.
All other details remain unchanged.
The full amended text is shown below.
This announcement contains inside information according to
REGULATION (EU) No 596/2014 (MAR).
26 April 2019
NEKTAN PLC
("Nektan", or the "Company")
Completion of Inter-Conditional Transactions
Reduction of Debt
Increased Placing
and
Directors' Shareholdings
Nektan plc (AIM: NKTN), the fast-growing international gaming
technology platform and services provider, is pleased to announce
that all inter-conditional transactions as set out in its circular
sent to shareholders dated 11 January 2019 ("Circular") are
expected to complete on 29 April 2019, resulting in a combined
reduction in debt of 43% and fresh equity investment.
The transactions include the conversion of GBP4.678m of the
Series A convertible loan notes ("CLNs"), being 58 per cent. of the
outstanding GBP8.125m balance, including GBP1.851m of the
outstanding GBP2.275m interest (81 per cent.), resulting in the
issue of 43,529,640 new ordinary shares in the Company ("New
Ordinary Shares") at the conversion price of 15 pence per share
("Issue Price"); an amendment to the future conversion price and
interest rate of the remaining Series A CLNs, to 200 per cent. of
the last equity issue price (with a minimum price of 30p and
maximum price of 209p) and 2.5% respectively; the conversion of
GBP0.65m worth of debt to equity by Gary Shaw, Executive Director,
plus accrued interest of GBP0.187m, resulting in the issue of
5,583,290 New Ordinary Shares at the Issue Price; and an amendment
to the facility agreements entered into in July 2017 by Gary Shaw
and Venture Tech Assets Limited ("VTA") a company that is
controlled by Sandeep Reddy, a Non-Executive Director of the
Company.
The Company is also pleased to announce that further to its
announcement dated 18 April 2019 ("Announcement"), it has placed a
further 666,667 New Ordinary Shares with an institutional investor
at the Issue Price, raising an additional GBP0.1m, bringing the
total raised from the Placing to GBP2.2 million (before expenses)
for the Company, resulting in the issue of 14,644,687 New Ordinary
Shares at the Issue Price. The Company has agreed that settlement
be deferred in respect of 1,333,334 New Ordinary Share ("Deferred
Settlement Shares"), forming part of the Placing. Settlement of the
Deferred Settlement Shares is expected by 30 June 2019.
In relation to the CLN Conversion, Gary Shaw is converting
GBP300,000 principal plus GBP77,425 accrued interest, resulting in
the issue of 2,516,167 New Ordinary Shares, and Jim Wilkinson is
converting GBP250,000 principal plus GBP77,225 accrued interest,
resulting in the issue of 2,181,503 New Ordinary Shares, in each
case at the Issue Price. In addition, the Company is issuing
180,000 New Ordinary Shares in lieu of fees and expenses to Jim
Wilkinson, and 348,112 New Ordinary Shares to VTA, each at the
Issue Price ("Directors' Transactions"). Gary Shaw, Sandeep Reddy
and Jim Wilkinson's participation in the Directors' Transactions
constitute a related party transaction. Lucy Buckley (the
"Independent Director") considers, having consulted with the
Company's nominated adviser, Stockdale Securities Limited, that the
Directors' Transactions by each of Gary Shaw, Sandeep Reddy and Jim
Wilkinson are considered to be fair and reasonable insofar as the
Company's shareholders are concerned.
These transactions result in a stronger balance sheet with a
reduction in the total level of debt in the Company from GBP11.35m
to GBP6.45m.
The inter-conditional transactions are due to complete on
admission to trading on AIM of the 62,952,395 New Ordinary Shares
(other than the Deferred Settlement Shares) ("Admission") pursuant
to the Placing, the CLN Conversion and the Debt Conversion.
Application for Admission has been made, which is expected to
become effective, and dealings to commence, at 8.00 a.m. on 29
April 2019.
The 62,952,395 New Ordinary Shares will on admission rank pari
passu in all respects with the existing ordinary share capital of
the Company. Following Admission, the Company's enlarged issued
share capital will comprise 110,518,268 ordinary shares, with
voting rights. The Company does not hold any ordinary shares in
treasury, therefore the total number of ordinary shares in the
Company with voting rights will be 110,518,268. This figure 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 in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Lucy Buckley, Chief Executive Officer of Nektan, said:
"With the majority of outstanding debt now resolved and our cash
burn greatly reduced, Nektan is in an even stronger position to
capitalise on our business model, proprietary technology, the
increasing portfolio of premium casino games content, our major
gaming partners and the growth trajectory we have established
globally."
"Our successful completion of these transactions would not have
been achieved without continued support from our existing
shareholder base and fresh investment from new shareholders. We are
grateful to our shareholders and this completion is a clear
endorsement of the progress we have made as demonstrated in our
recent trading updates that show continued growth in our core
KPIs."
Directors' Shareholdings
The Directors' resulting shareholdings immediately following
Admission are detailed below:
New New New
Ordinary New Ordinary Ordinary
Shares Ordinary Shares Shares
issued Shares issued issued
% of pursuant issued pursuant in lieu Shareholding % of
issued to the pursuant to the of fees immediately enlarged
Current share Debt to the CLN and following share
Director shareholding capital Conversion Placing Conversion expenses Admission capital
Sandeep
Reddy 6,431,373 13.5% - - - 348,112 6,779,485 6.1%
Gary Shaw 5,330,168 11.2% 5,583,290 4,566,667 2,516,167 - 17,996,292 16.3%
Jim
Wilkinson 559,099 1.2% - - 2,181,503 180,000 2,920,602 2.6%
Lucy
Buckley - - - - - - - -
All capitalised terms in this announcement, unless otherwise
defined, are as set out in the Circular.
For further information on the Company, please contact:
Nektan
Lucy Buckley, Chief Executive Officer
Gary Shaw, Executive Officer +44 20 3463 8735
Stockdale Securities Limited (Nominated Adviser and Joint Broker)
Tom Griffiths / David Coaten +44 20 7601 6100
-------------------------
Smaller Company Capital Limited (Joint Broker)
Rupert Williams / Jeremy Woodgate +44 20 3651 2911
-------------------------
Nominis Advisory (PR Adviser) +44 7 881 625 098
Angus Campbell Email: angus@nominis.co
-------------------------
Further information on Nektan can be found on the Group's
website at www.nektan.com.
About Nektan:
Nektan is a fast growing, international gaming technology and
services provider, specialising in mobile casino. It licenses its
proprietary technology to leading operators including BetVictor and
provides end-to-end technology and white label casino services for
leading brands including News International's, The Sun Play.
Nektan's full end-to-end technology platform, Evolve, enables
the management of the full customer experience and back-office
operations, allowing partners to focus on marketing the product to
their consumers.
The E-Lite platform is Nektan's B2B gaming content aggregator
and bonusing platform that delivers a wide range of premium content
from the world's leading game studios. It is an easily-integrated
add on module for operators, giving them an array of options and
flexibility on how they manage and distribute a breadth of premium
gaming content across their networks.
Nektan's US JV, Respin, provides US land-based casinos with an
in-venue mobile gaming solution. It allows operators to add mobile
technology and content to their existing offerings, with products
accessible to players across both cabinets and mobile devices
inside casinos.
Headquartered in Gibraltar, Nektan is regulated by the Gibraltar
Licensing Authority, the UK Gambling Commission and the Information
Commissioners Office. As a socially responsible license holder,
Nektan endeavours to deliver a safe, secure and robust player
gaming experience.
Nektan plc was admitted to the AIM market of the London Stock
Exchange in November 2014.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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