RNS Number : 6404R Gfinity PLC 25 September 2017 Prior to pubica on, the informa on contained within this announcement was deemed by the Company to cons tute inside informa on as s puated under the Market Abuse Regua ons (EU) No. 596/2014 ("MAR"). With the pubica on of this announcement, this information is now considered to be in the pubic domain. 25 September 2017 Gfinity pc ("Gfinity" or the "Company") Proposed pacing to raise 7.0m Posting of Circuar and Notice of Genera Meeting Gfinity pc (AIM: GFIN), a eading esports business, announces a condi ona pacing and subscrip on of 25,925,926 new ordinary shares in the Company ("Pacing Shares") at a price of 27p per Pacing Share (the "Pacing") to raise 7.0m (before expenses), subject to sharehoder approva at a genera meeting. The Pacing is being undertaken to support the next phase of deveopment of Gfinity's pioneering Eite Series compe on, to acceerate interna ona expansion and to further invest in the Company's eading esports technoogy patform. Further informa on on the Company, current trading and its strategy is set out further beow in the extracts from the sharehoder Circuar. Pacing Highights: Oversubscribed pacing to raise 7 miion before expenses. Pacing to take pace at price of 27p per share, represen ng a discount of ony 2.2% to the cosing mid-market share price on 22 September 2017 of 27.62p. Pacing subject to Sharehoder approva at a Genera Mee ng of the Company on 11 th October 2017. If approved, the Pacing Shares wi be admitted to AIM on 12 October 2017. Pacing Shares wi represent 11.9% of a tota enarged share capita foowing compe on of 218,203,545 ordinary shares. Pacing supported by exis ng major sharehoders incuding Chares Street Interna ona Hodings Ltd, Nige Wray. Nevie Upton, Chief Executive Officer at Gfinity Pc said: "Gfinity has made significant progress in the ast 6 months, with highights incuding: the successfu aunch of Eite Series in UK, announcement of a partnership with HT&E Ltd to aunch Gfinity Esports Austraia, our acquisition of CEVO, Inc in United States and a number of events deivered a round the gobe for severa prestigious cients incuding major game pubishers and Formua One. Foowing on from these achievements, I am deighted to be abe to announce this conditiona pacing, the funding from which wi enabe us to sustain our momentum to becoming a goba eader in esports." Notice of Genera Meeting and Sharehoder Circuar The Pacing is condi ona, inter aia, on the approva of sharehoders of resou ons to be proposed at a genera mee ng of the Company to provide authority to the Directors to aot further new ordinary shares otherwise than on a non-pre-emptive basis. A Genera Mee ng of the Company wi be hed at the offices of Fadgate LLP, 16 Great Queen Street, London, WC2B 5DG at 10.00am on 11 October 2017, to seek sharehoder approva. A Circuar containing No ce of Genera Mee ng is being posted to sharehoders today and wi be avaiabe on the Company's website: www.gfinitypc.com. Further information The above summary shoud be read in conjunction with the fu text of this announcement and the Circuar, extracts from which are set out beow. Defined terms used in this announcement have the meaning as set out at the end of this announcement and as in the circuar. Enquiries:
Gfinity pc Nevie Upton, Chief Executive Officer Aenby Capita Limited (Nominated Adviser & Broker) Jeremy Porter / John Depasquae / James Thomas www.gfinitypc.com Via Wabrook PR Te. +44 (0)20 3328 5656 Wabrook PR (PR advisers) Te: +44 (0)20 7933 8780 or gfinity@wabrookpr.com Pau McManus / Pau Corneius / Sam Aen Mob: 07980 541 893 / 07866 384 707 / 07884 664 686 Extracts from the Circuar (References to pages or paragraphs beow refer to the reevant pages or paragraphs of the circuar. References to 'this document' refer to the circuar) 1. Introduction Proposed Pacing and Notice of Genera Meeting The Company announced today that it proposes to raise approximatey 7 miion (before expenses) by way of a pacing and Subscrip on of 25,925,926 Pacing Shares at 27 pence per Pacing Share with exis ng and new investors. The purpose of this e er is to expain to Sharehoders the background to and reasons for the Pacing and, as the aotment and issue of the Pacing Shares wi exceed the exis ng authori es which the Directors have to aot new Ordinary Shares for cash on a non-pre-emp ve basis, to seek Sharehoders' approva to grant new authori es to enabe the Directors to compete the Pacing. Accordingy, the Company is seeking the approva of Sharehoders to the Resou ons which are to be put to the Genera Mee ng of the Company to be hed at the offices of Fadgate LLP at 16 Great Queen Street, London, WC2B 5DG at 10.00 a.m. on 11 October 2017. If Sharehoder approva of these resou ons is not given at the Genera Mee ng, the Pacing as currenty envisaged wi not proceed. The No ce of Genera Mee ng is set out at the end of this Circuar and a Form of Proxy is aso encosed for you to compete. This etter incudes an expanation of the Resoutions. The Pacing Shares to be issued pursuant to the Pacing are to be admi ed to trading on AIM, which is expected to take pace at 8.00 a.m. on 12 October 2017, shoud the Resoutions be passed at the Genera Meeting. 2. Background to and reasons for the Pacing Esports Market The esports market has con nued to deveop rapidy over the past year, with the tota wordwide audience for esports content expected to reach 385 miion peope during 2017, represen ng growth of 20% year on year. This growth is driven by a semina shi in the way in which younger peope sociaise and directy engage in entertainment media, with video games now centra to many aspects of their ives. Commercia ac vity within the sector has aso acceerated in 2017, with significant transac ons becoming more commonpace, incuding sponsorship deas from major goba brands, broadcast rights fees and investment into eading teams. This has ed to revenue growth for the esports sector of 41% year on year and it is now es mated that the sector market wi reach revenues of $1.5bn by 2020. For many the principa a rac on of the sector is the access to a prized demographic of engaged and affuent mae miennias, who are not engaging with teevision or tradi ona sports in the same way as previous genera ons. For sponsors and broadcasters ooking to engage with this group, esports is increasingy seen as the optimum route. About Gfinity Gfinity is one of the word's eading esports companies and the ony isted company among the estabished goba esports providers. The Company has a strong reputa on in the market, buit on the experience and exper se of its staff and the quaity of its underying technoogy. The business operates out of Fuham, West London, the home to the Gfinity Esports Arena, the first venue of its type in Europe. The Company has two principa parts to its business: Owned content: Gfinity owned and branded events, incuding the recenty aunched Eite Series, crea ng arge voumes of high quaity Gfinity owned content, which the Company is abe to mone se through broadcast distribution, sponsorship, franchising and a number of anciary revenue streams Partner events: Events deivered for third par es, everaging Gfinity's exper se, technoogy and broadcast capabiity to create esports compe ons and content for organisa ons incuding games pubishers and major sports brands, wishing to access the prized miennia audience that engage with esports. These events drive direct revenues through deivery fees, but aso buid the profie, reach and database of the Company, whie simutaneousy buiding strategic reationships within the sector.
simutaneousy buiding strategic reationships within the sector. For its financia year ended 30 June 2017, the Company currenty expects to announce revenue of approximatey 2.3 miion, with cash at bank as at 30 June 2017 of 4.5 miion. Gfinity Owned Content In Juy 2017, Gfinity aunched the first professiona season of the Gfinity Eite Series. The series represents a pioneering new structure for esports in the UK, providing a pathway for aspiring amateur gamers from the onine Chaenger Series to one of 8 professiona franchises by way of the Eite Dra process. At the professiona end of the pyramid, these franchises compete on a week in week out basis as part of a professiona eague, meaning for the first me, esports fans in the UK wi have a reguar esports programme, featuring the same teams and payers paying at the same me each week, buiding stories and providing a vehice for sustained engagement for sponsors and broadcasters. During the first nine-week season of the Eite Series, Gfinity has aready succeeded in: Signing agreements with four major broadcasters: BBC, BT Sport, Eeven Sport and Twitch.tv, to showcase the content, reaching cumuative viewership over the nine-week season in excess of three miion. Drafting 48 previousy amateur gamers into the professiona teams via the unique Eite Draft process Signing the first eague sponsorship dea with HP Omen Creating 186 hours of high quaity ive broadcast content Deivering over 200 miion socia media impressions Signing its first dea to icense the format and technoogy overseas, with HT&E Ltd in Austraia The unique structure of this series gives Gfinity a commercia interest at each stage of the vaue chain: Teams: Crea ng a pa orm for teams to grow, driving revenue via franchise fees and retaining an economic interest in the vaue of some of the eading teams Payers: Crea ng a pathway to professiona ranks for aspiring pros, retaining a commercia interest in payers success Broadcast: High voume of quaity content distributed via a network of TV and streaming partners Sponsorship: High viewership from an a rac ve demographic, aowing sponsor revenues from event partners and in-stream advertising Advertising: Abiity to insert adverts into ive streams and highights cips, sod directy or via broadcast partners Data: Ownership of in game data, creating opportunities within betting and fantasy markets Through the successfu aunch of the Eite Series in the UK, Gfinity has estabished a format, brand and underying technoogy that can be icensed to countries around the word. Partner Events Over the course of 2017, Gfinity has con nued to buid on its posi on of being a eading provider of esports services to major games pubishers deivering events at oca ons across the gobe incuding London, New York, Mexico City, Paris, China and the Le Mans 24-hour race for pubishers incuding Microsoft Xbox and Activision. In August 2017, Gfinity was appointed as the goba esports partner to Formua 1 for the crea on of their inaugura esports programme. The Directors beieve that the same desire that Formua 1 has to engage with this young mae audience is aso shared by a number of other major sports rights hoders around the word. The Directors therefore expect other major sports organisa ons to ook to estabish simiar programmes over the next 12 months, crea ng a significant opportunity for Gfinity. Acquisition of CEVO In Juy 2017, the Company announced the acquisi on of the en re issued share capita of CEVO, Inc, an American based, industry renowned, goba provider of technoogy and services to the esports market. In acquiring CEVO, Gfinity wi be suppemen ng its exis ng technoogy and management team with some of the most experienced operators in the esports industry, eaving the Company we posi oned to take advantage of the growing number and scae of esports opportuni es. The Directors of Gfinity beieve they wi be abe to buid out and enhance the Company's core products through the integra on of CEVO's key technoogy. The Directors beieve that Gfinity's core product suite, now combined with CEVO's technoogy, represents one of the market eading suites of esports technoogy. Recruitment of Executive Team In ine with its growth strategy, the Company has recruited severa highy experienced personne incuding: Mark Brittain (Chief Commerica Officer). Mark joined from SYCO Entertainment where he was Goba Head of Commercia overseeing a commercia and revenue genera ng ac vity for its core brands, formats and represented taent. Bryan Heay (Chief Strategy Officer). Previousy Head of Commerce and Strategic Partnerships at UFC Amanda Lawson (Goba Head of Produc on). Previousy Execu ve Producer at UFC and prior to that Head of Production Operations at BBC Sport. Taz Rose (Chief Operating Officer). Formery Operations Director at Brandpath These appointments have heped to cement Gfinity's posi on as a eader in esports tournament design and production, whie eaving the company we positioned to be abe to commerciaise the opportunity that provides.
Reasons for the Pacing: Given the success of the Gfinity Eite Series Season 1, the Company intends to repeat the Eite Series format with another two series and extend the Eite Series brand to mu pe overseas territories. In each new territory, the Company intends to invest in buiding a arge audience and a network of commercia and broadcast rights, together with a network of interests in the commercia rights of teams and payers and an audience engaging reguary with Gfinity content. The purpose of the Pacing is to fund this deveopment. 3. Use of Pacing proceeds The net proceeds of the Pacing wi be approximatey 6.8 miion and are expected to be appied as foows: 2.1 miion - deivering the next two seasons of Eite Series UK, seeking to further estabish it as a eading compe on in UK esports and deveop it to a point where substan a revenues may be generated from a combination of sponsorship, broadcast rights and franchise fees; 0.9 miion - estabishment of the Eite Series in Austraia and ro out into one further country to prove the internationa franchise / icence mode 0.5 miion - merging the technoogy pa orms of Gfinity and CEVO to create a market eading tournament engine for esports; and 3.3 miion - supporting working capita requirements of the business for the next 12 months. 4. Detais of the Pacing and Admission The Company is panning to raise 7 miion (before expenses) by way of the Subscrip on and a condi ona pacing, conducted by Aenby Capita, of the Pacing Shares at 27 pence per Pacing Share with ins tu ona and other investors. The Pacing is conditiona, inter aia, upon: a) the passing of the Resoutions; b) the Pacing Agreement (as described in more detai beow) becoming uncondi ona in a respects and not having been terminated in accordance with its terms; and c) admission of the Pacing Shares to trading on AIM becoming effec ve by not ater than 8.00 a.m. on 12 October 2017 (or such ater me and/or date (not being ater than 31 October 2017) as Aenby Capita and the Company may agree). Accordingy, if such conditions are not satisfied, or, if appicabe, waived, the Pacing wi not proceed. The Pacing wi resut in the issue of a tota of 25,925,926 Pacing Shares, represen ng, in aggregate, approximatey 11.9 per cent. of the Enarged Share Capita. The Pacing Shares, when issued and fuy paid, wi rank pari passu in a respects with the Exis ng Ordinary Shares and therefore wi rank equay for a dividends or other distribu ons decared, made or paid after the date of issue of the Pacing Shares. Appica on wi be made to London Stock Exchange for the Pacing Shares to be admi ed to trading on AIM and such admission is expected to occur on 12 October 2017. It is expected that CREST accounts wi be credited on the day of Admission as regards the Pacing Shares in uncer ficated form and that cer ficates for Pacing Shares to be issued in certificated form wi be dispatched by first cass post by 15 October 2017. 5. The Pacing Agreement Pursuant to the terms of the Pacing Agreement, Aenby Capita, as agent for the Company, has agreed condi onay to use its reasonabe endeavours to procure pacees for Pacing Shares (other than Pacing Shares issued pursuant to the Subscription) at the Issue Price. The Pacing is not underwritten. The obiga ons of Aenby Capita under the Pacing Agreement are condi ona, among other things, upon: (i) the passing of Resou ons; and (ii) Admission becoming effec ve by not ater than 8.00 a.m. on 12 October 2017 (or such ater time and/or date as Aenby Capita and the Company may agree, not being ater than 31 October 2017). The Pacing Agreement contains certain warran es and indemni es given by the Company in favour of Aenby Capita as to certain ma ers rea ng to the Company and its business. The obiga ons of Aenby Capita under the Pacing Agreement may be terminated in certain circumstances if there occurs either a materia breach of any of the warran es or if a materiay adverse event occurs at any me prior to Admission. Such rights exist in the event that such circumstances arise prior to Admission. If the condi ons in the Pacing Agreement are not fufied on or before the reevant date in the Pacing Agreement then the subscription monies wi be returned to Pacees without interest. The Pacing Agreement aso provides for the Company to pay Aenby Capita commissions and certain other costs and expenses incidenta to the Pacing and Admission. 6. Substantia Sharehoders Based upon sharehodings as at 22 September 2017 and assuming compe on of the Pacing, the foowing persons wi be interested in 3 per cent. or more of the Enarged Share Capita on Admission: Name Existing Percentage Ordinary Percentage
Ordinary Shares currenty hed of Existing Ordinary Shares Shares on Admission of Enarged Share Capita Chares Street Internationa Hodings Limited 56,575,000 29.42% 63,186,111 28.96% Nige Wray 26,278,749 13.67% 29,291,211 13.42% Nevie Upton 14,710,579 7.65% 14,710,579 6.74% Mike McTighe 6,006,250 3.11% 6,694,634 3.07% Aden AS 5,000,000 2.60% 8,148,148 3.73% 7. Reated Party Transactions Two exis ng sharehoders of the Company, Chares Street Interna ona Hodings Limited and Eurobue Investments Limited ("Substan a Sharehoders"), are subscribing for 6,611,111 and 3,012,462 Pacing Shares respec vey. As the Substan a Sharehoders currenty hod more than 10 per cent. of the Exis ng Ordinary Shares, the subscrip ons by them of Pacing Shares are deemed to be reated party transac ons pursuant to rue 13 of the AIM Rues. Accordingy, the Directors consider, having consuted with the Company's nominated adviser, Aenby Capita, that the terms of subscrip on to Pacing Shares by the Substan a Sharehoders are fair and reasonabe insofar as Sharehoders are concerned. 8. Genera Meeting A no ce convening a Genera Mee ng of the Company, to be hed at the offices of Fadgate LLP at 16 Great Queen Street, London, WC2B 5DG at 10.00 a.m. on 11 October 2017 is set out at the end of this Circuar. At the Genera Meeting, the foowing Resoutions wi be proposed: 1. an ordinary resou on to grant authority to the Directors to aot Ordinary Shares up to an aggregate nomina amount of 72,007.17 to permit the aotment of the Pacing Shares pursuant to the Pacing pus a further number of Ordinary Shares equivaent to approximatey one third of the Enarged Share Capita (there being no current intention to use this additiona authority); and 2. a specia resou on to dis-appy statutory pre-emp on rights in respect of the aotment for cash of up to 47,745,000 Ordinary Shares comprising the Pacing Shares and up to a further 21,819,074 Ordinary Shares equivaent to approximatey 10 per cent of the Enarged Share Capita (there being no current intention to use this additiona authority). Resoution 1 wi be proposed as an ordinary resoution and Resoution 2 as a specia resoution. DEFINITIONS "Admission" "AIM Rues" "Aenby Capita" "Artices" "Business Day" "Capita" or "Capita Asset Services" "Circuar" "Company" or "Gfinity" "CREST" the admission to trading on AIM of the Pacing Shares, which is expected to take pace on 12 October 2017 the AIM rues for Companies, as pubished and amended from time to time by the London Stock Exchange Aenby Capita Limited, the Company's nominated adviser and broker pursuant to the AIM Rues the existing artices of association of the Company as at the date of this Circuar any day (other than a Saturday or Sunday) upon which commercia banks are open for business in London, UK a trading name of Capita Registrars Limited this document Gfinity Pc the reevant system for the paperess se ement of trades and the hoding of uncer ficated securi es operated by Eurocear UK and Ireand in accordance with the CREST Reguations "CREST member" a person who has been admi ed by Eurocear UK and Ireand as a systemmember (as defined in the CREST Reguations) "Directors" or "Board" "Enarged Share Capita" foowing Admission "Eurocear UK & Ireand" "Existing Ordinary Shares" the directors of the Company the issued ordinary share capita of the Company immediatey Eurocear UK & Ireand Limited, the operator of CREST the existing Ordinary Shares as at the date of this Circuar
"Form of Proxy" "FCA" "FSMA" the form of proxy accompanying this Circuar the Financia Conduct Authority of the United Kingdom the Financia Services and Markets Act 2000 (as amended) "Genera Meeting" or "GM" the genera mee ng of Sharehoders to be hed at the offices of Fadgate LLP at 16 Great Queen Street, London, WC2B 5DG at 10.00 a.m. on 11 October 2017 "ISIN" "Issue Price" "London Stock Exchange" Internationa Securities Identification Number 27 pence per Pacing Share London Stock Exchange pc "Member Account ID" the identification code or number attached to any member account in CREST "Notice of Genera Meeting" "On-ine Views" "Ordinary Shares" "Overseas Sharehoder" the notice of Genera Meeting set out at the end of this Circuar the number of connections to a Gfinity streamed event the ordinary shares of 0.1p each in the capita of the Company a Sharehoder who is resident in, or who is a ci zen of, or who has a registered address in a jurisdiction outside the United Kingdom "Pacees" the persons who have condi onay agreed to subscribe for the Pacing Shares "Pacing" "Pacing Agreement" "Pacing Shares" "Registrars" the Subscrip on and pacing of the Pacing Shares at the Issue Price as described in this Circuar the condi ona agreement dated 22 September 2017 between the Company (1) and Aenby Capita (2) rea ng to the Pacing but excuding the Subscription the 25,925,926 new Ordinary Shares which have been condi onay paced with institutiona and other investors pursuant to the Pacing and Subscription Capita Asset Services "Resoutions" the resoutions numbered 1 and 2 to be proposed at the Genera Meeting "Restricted Jurisdic on" "Sharehoder(s)" "stering", "pounds stering", "Subscription" "US$" or "US doar" each and any of the United States of America, Austraia, Canada, Japan, New Zeaand, Russia, and the Repubic of South Africa and any other jurisdic on where extension or avaiabiity of the Pacing woud breach any appicabe aw or reguations hoder(s) of Existing Ordinary Shares the awfu currency of the United Kingdom " ", "pence" or "p" the direct subscription by certain Sharehoders with the Company for certain of the Pacing Shares the awfu currency of the United States of America "US Person" a US person as defined in Regua on S promugated under the US Securities Act "US Securities Act" the United States Securities Act of 1933 (as amended) Market Abuse Reguation The Market Abuse Regua on (MAR) became effec ve from 3 Juy 2016. Market soundings, as defined in MAR, were taken in respect of the Pacing with the resut that certain persons became aware of inside informa on, as permi ed by MAR. That
inside informa on is set out in this announcement and in the Circuar and has been discosed as soon as possibe in accordance with paragraph 7 of ar ce 17 of MAR. Therefore, those persons that received inside informa on in a market sounding are no onger in possession of inside information reating to the Company and its securities. This information is provided by RNS The company news service from the London Stock Exchange END MSCDBGDCSDDBGRS