Share Name Share Symbol Market Type Share ISIN Share Description
Nektan LSE:NKTN London Ordinary Share GI000A12CYF8 ORD 1P (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +3.50p +15.91% 25.50p 23.00p 28.00p 25.50p 22.00p 22.00p 99,005 15:29:48
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mobile Telecommunications 5.8 -10.5 -44.8 - 9.19

Nektan PLC Q4 Business Update and Proposed Debt Facility

05/07/2017 7:00am

UK Regulatory (RNS & others)


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Nektan PLC

05 July 2017

5 July 2017

NEKTAN PLC

("Nektan", the "Company" or the "Group")

Q4 Business Update and Proposed Debt Facility

Nektan plc (AIM: NKTN), a leading international B2B gaming solutions and services provider, provides a business update, including trading for the three months ended 30 June 2017, announces a proposed debt facility, details of agreement reached regarding NMS and the appointment of a new interim Chief Operating Officer.

Trading Update

-- Managed Gaming Solutions (Europe) - the Company continues to experience strong growth across all key performance indicators ("KPIs") driven by a combination of increased First Time Depositors ("FTDs"), ongoing product innovation and the launch of 9 new casinos in the quarter. Year on year revenue growth of 130% reflects substantial organic growth and is accompanied by an improvement in the cost of sales through effective casino management.

 
                      Q4 FY17    Q4 FY16    Change   Q3 FY17    Change    FY17       FY16    Change 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Net Gaming 
  Revenue ("NGR")     GBP4.2m    GBP2.0m     110%    GBP3.5m     18%    GBP13.1m   GBP5.7m    130% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 First Time 
  Depositors          42,429      16,071     164%     38,424     10%     130,105    49,176    165% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Cash Wagering       GBP118.7m   GBP48.5m    145%    GBP99.0m    21%    GBP390.3m  GBP151.9   157% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Transactions 
  (bets or spins)     171.6m      64.7m      165%     132.3m     30%     423.5m     176.9m    139% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 

-- B2B Europe - Nektan has further extended its games licensing partnership with Spin Games LLC ("Spin") to incorporate the European licensing of certain Konami and other premium third party game titles deployed on the Spin remote gaming server (ROC). Nektan expects to publish the first games in its managed casino network via ROC during Q1 FY18. Through this partnership, these games will also be made available to European commercial gaming operators via Nektan's proprietary technology, Evolve Lite.

The Company has signed 3 contracts to enable 3(rd) party games studios to work in partnership with the Company and to leverage its Gibraltar infrastructure to supply licensed commercial gaming solutions.

The Company expects the B2B business to generate revenue and to make a positive contribution in Q1 FY18.

-- North America - Respin, the Company's US subsidiary and leader in in-venue gaming, continues to sign additional casinos for its mobile gaming solution, Rapid Games. The US management team expects to launch Rapid Games in its first casino during the next quarter.

Proposed Debt Facility

-- The Company has secured commitments to raise GBP2,500,000 through an unsecured loan facility, providing financing to facilitate the Company's continued growth and associated product development. In order to draw upon the loan, the Company has entered into separate Facility Agreements with two of its Directors, Gary Shaw for GBP1,300,000 and Sandeep Reddy for GBP1,200,000 (the "Debt Fundraise").

-- The loans will carry interest of 10% per annum and the Company will grant to each lender, 5.36 Debt Warrants and 137 Anti-Dilution Warrants for each GBP1 drawn down under the facility agreements. The resolutions associated with the Debt Fundraise require the approval of shareholders which will be sought at an Extraordinary General Meeting of the Company which will be held on 28 July 2017.

Nektan Marketing Services ("NMS")

-- As part of the continued realignment of the business, the Company has reached agreement to buy out its joint venture partners in NMS for consideration of GBP500,000 payable in cash. An initial payment of GBP250,000 will be made on completion of the Debt Fundraise, a further GBP150,000 payable after 6 months following completion of the Debt Fundraise and the balance of GBP100,000 payable on the 12 month anniversary of the initial payment. As a consequence of this agreement, the put and call option between Nektan and its joint venture partners will fall away. This strategic transaction gives Nektan the ability to take greater control of its players and marketing on behalf of its partners.

Nektan has entered into a new marketing services contract with ActiveWin Media Limited ("ActiveWin") for one year for certain player marketing services. It has extended its contract with Kerching (Gibraltar) Limited for the Kerching brand and agreed the launch of further casinos that are managed by ActiveWin.

Interim Chief Operating Officer

-- The Company is pleased to announce that Sagi Lahav has joined the Company as interim Chief Operating Officer with effect from 3 July 2017. Sagi has 10 years' experience in the sector in various senior roles and, until recently, was CEO and Managing Director of Mansion Group, an online gaming company based in Gibraltar.

Gary Shaw, Interim Chief Executive Officer of Nektan, said:

"We continue to make progress across our three divisions. I am especially encouraged by the progress of the European managed casino network which is benefiting from the hard work of our team, our casino partners and the strong technical foundation of our proprietary platform, Evolve. Revenues have grown by 130% over the last year, whilst our cost base has reduced, providing a more financially efficient platform from which to grow.

Our younger B2B division is attracting a lot of interest from games studios, offering distribution and services under our Gibraltar gambling licence. In a significant step forward, our North American team is installing an operating multi-tenant solution in its first, central casino location.

This is an exciting period for Nektan and I'm delighted to be working with Sagi and the rest of the team to develop fully the potential opportunities across the whole of our business."

For further information on the Group, please contact:

 
Nektan                                        via Newgate below 
 Gary Shaw, Interim Chief Executive Officer 
 Patrick Sinclair, Chief Financial Officer 
Stockdale Securities Limited 
 Tom Griffiths / Ed Thomas                    +44 20 7601 6100 
 
  Newgate (PR Adviser)                          +44 20 7680 6550 / 
  James Benjamin                                + 44 7747 113 930 
                                                Email: nektan@newgatecomms.com 
 

Further information on Nektan can be found on the Group's website at www.nektan.com

About Nektan:

Nektan is a leading international B2B mobile gaming solutions and services provider, operating in the regulated, interactive real money gaming (RMG) gaming space, delivering original and innovative solutions to commercial organisations that have established online audiences.

Nektan's full end-to-end technology platform, Evolve, simplifies and supports the route to mobile and desktop gaming revenues, managing the full customer experience and back-office operations, allowing commercial partners to focus on marketing the product to their consumers.

Nektan's US operating subsidiary in partnership with Spin Games, Respin LLC, provides US land-based casinos with in-venue mobile gaming solutions which allow operators to add mobile technology and content to their existing offerings, with products accessible to players across both cabinets and mobile devices inside the casinos. Respin has a strong intellectual property portfolio including game patents for Rapid Games(TM) (on-property mobile entertainment), and other captivating concepts and brands.

Nektan is headquartered in Gibraltar, regulated by the Gibraltar Licensing Authority and the UK Gambling Commission, as well as in the Irish market and maintains sales and customer support operations in its two primary geographical targets, Europe and North America. The proprietary Evolve technology is developed and maintained by a talented and experienced team of employees from Nektan's Indian office.

Nektan plc was admitted to the AIM market of the London Stock Exchange in November 2014.

The following is the text of the letter from the Chairman of the Company set out in the circular (copies of which are available at www.nektan.com) due to be posted to shareholders later today:-

"Dear Shareholder 5 July 2017

Debt facility of GBP2,500,000 and issue of up to 13,400,000 Debt Warrants (5.36 Debt Warrants for every GBP1 drawn down) at 27.5 pence exercise price per Debt Warrant and issue of up to 342,500,000 Anti-Dilution Warrants at 1 penny exercise price per Anti-Dilution Warrant

   1.   Introduction 

The Company announced earlier today that it has entered into Facility Agreements with Gary Shaw for GBP1,300,000 and VTA for GBP1,200,000. The Company will grant to the Lenders, 5.36 Debt Warrants and 137 Anti-Dilution Warrants for each GBP1 drawn down under the Facility Agreements (rounded down to the nearest whole number of Warrants) subject to Shareholder approval to be obtained at the EGM. The purpose of this document is to set out the background to the Debt Fundraise, the terms of the Debt Fundraise and to convene the Extraordinary General Meeting in order to approve the Resolutions required in order for the Debt Fundraise to proceed.

   2.   Background to the Debt Fundraise 

As announced in the Company's unaudited interim results on 31 March 2017 and subsequently in its Q3 trading update announced on 19 April 2017, the Group continues to see improvements in trading with growth across its key performance indicators ("KPIs") of Net Gaming Revenue ("NGR"), First Time Depositors ("FTDs"), cash wagering and transactions processed. This, in conjunction with a realignment of player marketing towards higher margin activities, will, the Board believes, continue to improve the Company's profitability. The Company also announced earlier today continued momentum with further strong growth across all of its KPIs in the quarter ended 30 June 2017.

Due to the continued investment in both the development of the Company's platform and its US wholly owned subsidiary, Respin Inc, the Group continues to be loss making and, as outlined in its 2016 preliminarily results announcement in December 2016, the Group requires further long-term funding in order to reach cash flow positive. As a result, the Directors have therefore continued to assess the Group's financing options. These have included seeking new investors, debt finance, other financial support from key stakeholders for the Group; a strategic partner; or realising value from its trading assets.

Having considered the available funding options, and taking the continuing short term cash requirements of the Group into consideration, the Board decided to undertake the Debt Fundraise, which is intended to address the Group's near term working capital requirements and to strengthen its balance sheet.

   3.   NMS 

As part of the continued realignment of the Group's business, the Company has agreed to buy out its joint venture partners in Nektan Marketing Services Limited ("NMS") for a consideration of GBP500,000 payable in cash, with an initial payment of GBP250,000 on completion of the Debt Fundraise, GBP150,000 payable 6 months following completion of the Debt Fundraise and the balance of GBP100,000 payable on the 12 month anniversary of the initial payment. As a consequence of this agreement, the put and call option between Nektan and its joint venture partners falls away. Going forward, this strategic transaction will give Nektan the ability to take greater control of its players and marketing on behalf of its partners.

Furthermore, Nektan has entered into a new marketing services contract with ActiveWin Media Limited ("ActiveWin") for one year for certain player marketing services, whilst extending its contract with Kerching (Gibraltar) Limited, for an additional 12 months for Kerching, a leading casino on the Nektan casino network, and agreed the launch of further casinos that are managed by ActiveWin.

   4.   The Debt Fundraise 

The Company has entered into the Facility Agreements, subject to Shareholder approval, under which the Lenders will make loans available to the Company with an aggregate value of GBP2,500,000. The Company will issue a pro rata number of Warrants to the Lenders in connection with the Debt Fundraise on or around each drawdown date. If the full GBP2,500,000 is drawn down, the total number of Debt Warrants to be issued will be 13,400,000 and the total number of Anti-Dilution Warrants will be 342,500,000.

In respect of the loan from Gary Shaw, GBP500,000 will be available for drawdown immediately with the balance of GBP800,000 dependent upon the realisation of an asset. Gary Shaw has agreed to enter into a personal guarantee in favour of the Company for the balance of the facility, being GBP800,000. The Company is able to make any number of drawdowns under the Facility Agreements within a twelve month period from the date of each Facility Agreement.

The interest rate under the Facility Agreements is 10 per cent. per annum and will be payable quarterly and in arrears, or, at the relevant Lender's option, may be rolled up to the termination date. The termination date is two years from the date of each drawdown date or the date on which all principal and interest owed has been repaid in full to the relevant Lender.

The Company has the option to prepay all or any portion of the outstanding debt under the Facility Agreements in incremental amounts of not less than GBP250,000. Once amounts have been repaid, they may not be re-borrowed.

   5.   The Warrants 

For every GBP1 drawn down as part of the Debt Fundraise, 5.36 Debt Warrants will be issued to the Lenders (rounded down to the nearest whole number of Debt Warrants).

Each Debt Warrant confers on the warrant holder the right to subscribe for one new Ordinary Share in cash at an exercise price of 27.5 pence. When looking to transfer or exercise Debt Warrants, a warrant holder must transfer or exercise a minimum of 20,000 Debt Warrants or, if lower, the entirety of its Debt Warrant holding.

In addition, the Lenders will receive their pro rata entitlement of up to 137 Anti-Dilution Warrants at the same time the Debt Warrants are issued. The exercise of the Anti-Dilution Warrants is subject to limited conditions; are not transferable and will lapse after 12 months of the date of the Anti-Dilution Warrant Instrument.

   6.   Use of proceeds and working capital 

The funds raised by the Debt Fundraise of GBP2.5 million will be used by the Company to support the near term working capital requirements of the Company's operations and allow the Company to continue the investment in its platform to support the continued growth of its European managed gaming solutions business, the establishment of its B2B software licensing and games distribution business and its in-venue gaming operation in the US.

As the Debt Fundraise and the issue of the Warrants are conditional, inter alia, upon the passing of the Resolutions, Shareholders should be aware that, if the Resolutions are not passed, the proceeds of the Debt Fundraise will not be received by the Company. In such circumstances, the Company would need urgently to pursue additional or alternative funding sources which, if they are available at all, may be expensive and/or onerous for the Company. Shareholders should be aware that only the Independent Shareholders are able to vote on the Waiver Resolutions.

   7.   Current trading and prospects 

The Company announced earlier today the following trading update:

Managed Gaming Solutions (Europe) - the Company continues to experience strong growth across all KPIs, driven through a combination of increased FTDs, ongoing product innovation and the launch of 9 new casinos in the quarter. Year on year revenue growth of 130% reflects substantial organic growth and is accompanied by an improvement in the cost of sales through effective casino management.

 
                      Q4 FY17    Q4 FY16    Change   Q3 FY17    Change    FY17       FY16    Change 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Net Gaming 
  Revenue ("NGR")     GBP4.2m    GBP2.0m     110%    GBP3.5m     18%    GBP13.1m   GBP5.7m    130% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 First Time 
  Depositors          42,429      16,071     164%     38,424     10%     130,105    49,176    165% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Cash Wagering       GBP118.7m   GBP48.5m    145%    GBP99.0m    21%    GBP390.3m  GBP151.9   157% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 Transactions 
  (bets or spins)     171.6m      64.7m      165%     132.3m     30%     423.5m     176.9m    139% 
------------------  ----------  ---------  -------  ---------  -------  ---------  --------  ------ 
 

B2B Europe - Nektan has further extended its games licensing partnership with Spin Games LLC ("Spin") to incorporate the European licensing of certain Konami and other premium third party game titles deployed on the Spin remote gaming server (ROC). Nektan expects to publish the first games in its managed casino network via ROC during Q1 FY18. Through this partnership, these games will also be made available to European commercial gaming operators via Nektan's proprietary technology, Evolve Lite.

The Company has also signed 3 sheltering deals whereby a 3(rd) party games studio can work in partnership with the Company to leverage its Gibraltar infrastructure to supply commercial gaming operators licensed in the jurisdiction.

The Company expects the B2B business to generate revenue and to make a positive contribution in Q1 FY18.

North America - Respin, the Company's US subsidiary and leader in in-venue gaming, continues to sign additional casinos for its mobile gaming solution, Rapid Games. The US management team expects to launch Rapid Games in its first casino during the next quarter.

   8.   Related party transactions 

Gary Shaw and Sandeep Reddy have, either directly or through their associated companies, holdings of 5,330,168, and 6,431,373 Ordinary Shares respectively (representing 14.8 per cent. and 17.8 per cent. of the Company's issued share capital respectively). Gary Shaw and Sandeep Reddy (together the "Related Parties") are, directly or indirectly, lending GBP1,300,000 and GBP1,200,000 respectively to the Company under the Facility Agreements. As Directors, their participation in the Debt Fundraise constitutes a related party transaction under the AIM Rules for Companies.

Jim Wilkinson (the "Independent Director") considers, having consulted with the Company's nominated adviser, Stockdale, that the terms of the Debt Fundraise are fair and reasonable insofar as the Shareholders are concerned.

   9.   Whitewash 

For the purpose of the Articles, the Lenders are deemed to be acting in concert when entering into the Facility Agreement and participating in the Debt Fundraise. As set out above, Gary Shaw and Sandeep Reddy or their associated companies hold, in aggregate, 32.6 per cent. of the Company's issued share capital.

The Board has exercised its discretion, pursuant to the Articles, to apply the City Code to the Debt Fundraise. Accordingly, to enable the Company to enter into the Debt Fundraise, the Independent Director is recommending that the Shareholders pass ordinary resolutions to waive the obligations that would arise for Gary Shaw and Sandeep Reddy and their associated companies, Fiduciary Trust (New Zealand) Limited, Dominus Trust Limited and Venture Tech Assets Limited as a concert party (the "Concert Party") to make a general offer for the balance of the issued share capital of the Company not owned by them as a result of them (i) acting in concert in relation to the Debt Fundraise; (ii) exercising their securities in future (as listed in Part 2 of this document); (iii) subscribing for further Ordinary Shares by 28 July 2024 and (iv) them holding, or having the right to hold, more than 30 per cent. of the enlarged issued share capital of the Company (the "Waiver Resolutions").

The Waiver Resolutions will be conducted on a poll. The Notice of EGM is set out in Part 3 of this document and a Form of Proxy is enclosed. Your attention is also drawn to Part 2 of this document which contains certain additional information relating to the Waiver Resolutions.

In respect of the Waiver Resolutions, the Independent Director, who has been so advised by Stockdale considers that the waiver of the obligation that would arise for the Concert Party to make an offer, pursuant to the Board's decision to apply the City Code under the Articles, as a result of the Concert Party holding more than 30 per cent. of the issued share capital of the Company, is in the best interests of the Shareholders as a whole. In providing its advice to the Independent Director, Stockdale has taken account of the Independent Director's commercial assessments. Accordingly, the Independent Director recommends that the Independent Shareholders vote in favour of the Waiver Resolutions, as the Independent Director has provided an irrevocable undertaking to vote in favour of the Resolutions in respect of his own shareholding, which amounts in aggregate to 301,956 Ordinary Shares (representing approximately 0.8 per cent. of the issued share capital of the Company).

10. Extraordinary General Meeting

Set out in Part 3 of this document is a notice convening the EGM at which the Resolutions will be proposed. The Resolutions grant the relevant authorities to proceed with the Debt Fundraise, as well as providing authorities for the issue of the Warrants and the standard authorities and disapplication of pre-emption rights.

11. Irrevocable Undertakings

Certain Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 13,696,782 Existing Ordinary Shares, representing approximately 38 per cent. of the Company's issued share capital as at the date of this letter and approximately 56 per cent. of the Company's issued share capital held by Independent Shareholders.

12. Recommendation

The Independent Director believes that the Debt Fundraise is in the best interests of the Company and its Shareholders as a whole.

In addition, the Independent Director recommends that Shareholders vote in favour of the Resolutions. This recommendation is subject to the fact that only Independent Shareholders may vote on the Waiver Resolutions. The Independent Director has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 301,956 Existing Ordinary Shares, representing approximately 0.8 per cent. of the Company's issued share capital.

As the Debt Fundraise and the issue of the Warrants are conditional, inter alia, upon the passing of the Resolutions, Shareholders should be aware that, if the Resolutions are not passed, the proceeds of the Debt Fundraise will not be received by the Company. In such circumstances, the Company would need urgently to pursue additional or alternative funding sources which, if they are available at all, may be expensive and/or onerous for the Company. Shareholders should be aware that only the Independent Shareholders are able to vote on the Waiver Resolutions.

Jim Wilkinson

Chairman"

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

   Announcement of the Debt Fundraise and posting of this document             5 July 2017 

Latest time and date for receipt of completed Forms of Proxy 11.00 am on 25 July 2017

EGM 11.00 am on 28 July 2017

First drawdown of the Debt Fundraise 31 July 2017

First issue of Warrants 31 July 2017

All references are to London time unless stated otherwise.

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

FUND RAISING STATISTICS

Number of Existing Ordinary Shares in issue 36,035,292

Value of Series A CLNs in issue GBP8,905,500

Value of Series B CLNs in issue GBP1,100,000

Number of Ordinary Shares resulting from conversion of the Series A CLNs at the Conversion Price 25,906,909

Number of Ordinary Shares resulting from conversion of the Series B CLNs at the Conversion Price 3,200,000

Number of Ordinary Shares resulting from conversion of the Series A CLNs and the Series B CLNs at the Conversion Price 29,106,909

Number of Debt Warrants to be issued pursuant to the Debt Fundraise up to 13,400,000

   Number of Anti-Dilution Warrants to be issued pursuant to the Debt Fundraise      up to 342,500,000 

Gross proceeds of the Debt Fundraise(1) GBP2,500,000

Gross proceeds of the Debt Warrants GBP3,685,000

(1) Assuming full drawdown

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise.

 
 "AIM"                        the AIM market operated by London 
                               Stock Exchange 
 "AIM Rules for               the AIM Rules for Companies as published 
  Companies"                   by the London Stock Exchange from 
                               time to time 
 "Anti-Dilution               warrants to be issued as part of the 
  Warrants"                    Debt Fundraise to subscribe for new 
                               Ordinary Shares at an exercise price 
                               of 1 penny per new Ordinary Share 
                               with limited exercise conditions described 
                               in more detail in paragraph 5 of Part 
                               1 of this document 
 "Anti-Dilution               the instrument creating the Anti-Dilution 
  Warrant Instrument"          Warrants 
 "Articles"                   the articles of association of the 
                               Company 
 "Board" or "Directors"       the directors of the Company as at 
                               the date of this document 
 "City Code"                  the City Code on Takeovers and Mergers 
 "CLN Instruments"            the GBP10,000,000 Series A Fixed Rate 
                               Secured Convertible Loan Note 2020 
                               Instrument dated 28 April 2015 (as 
                               amended by an amendment deed dated 
                               29 December 2016) and the GBP1,100,000 
                               Series B Fixed Rate Secured Convertible 
                               Loan Note Instrument dated 28 April 
                               2015 (as amended by an amendment deed 
                               dated 5 October 2015), copies of which 
                               are available on the Company's website 
 "CLNs"                       the convertible loan notes issued 
                               pursuant to the CLN Instruments 
 "Company" or "Nektan"        Nektan plc 
 "Concert Party"              Gary Shaw and Sandeep Reddy and their 
                               associated entities, Fiduciary Trust 
                               (New Zealand) Limited, Dominus Trust 
                               Limited, Fiduciary Nominees Limited 
                               and VTA 
 "Conversion Price"           the price at which the CLNs convert 
                               into new Ordinary Shares, being 125 
                               per cent. of the price at which Ordinary 
                               Shares were last issued subject to 
                               a maximum price of 209 pence each 
 "Debt Fundraise"             the proposed funds to be loaned, directly 
                               or indirectly, by Gary Shaw and Sandeep 
                               Reddy, pursuant to the Facility Agreements 
                               with associated pro rata Debt Warrants 
                               and Anti-Dilution Warrants 
 "Debt Warrants"              warrants to be issued as part of the 
                               Debt Fundraise to subscribe for new 
                               Ordinary Shares at an exercise price 
                               of 27.5 pence per new Ordinary Share 
                               described in more detail in paragraph 
                               5 of Part 1 of this document 
 "Debt Warrant                the instrument creating the Debt Warrants 
  Instrument" 
 "EGM"                        the extraordinary general meeting 
                               of the Company to be held at 11.00 
                               am on 28 July 2017 at K&L Gates LLP, 
                               One New Change, London EC4M 9AF, or 
                               any reconvened extraordinary general 
                               meeting 
 "Existing Ordinary           the 36,035,292 Ordinary Shares in 
  Shares"                      issue 
 "Facility Agreement"         the facility agreements entered into 
  or "Facility Agreements"     between the Company and Gary Shaw 
                               for GBP1,300,000 and the Company and 
                               VTA for GBP1,200,000 
 "Form of Proxy"              the enclosed form of proxy for use 
                               at the EGM 
 "Group" or "Nektan           Nektan plc and its subsidiaries 
  Group" 
 "Independent Director"       Jim Wilkinson 
 "Independent Shareholders"   all Shareholders other than those 
                               who form part of the Concert Party 
 "Lenders"                    Gary Shaw and VTA 
 "London Stock                London Stock Exchange plc 
  Exchange" 
 "NMS"                        Nektan Marketing Services Limited 
 "Noteholders"                holders of the CLNs 
 "Notice" or "Notice          the notice convening the EGM set out 
  of the EGM"                  in Part 3 of the circular to Shareholders 
 "Ordinary Shares"            ordinary shares of 1 pence each in 
                               the capital of the Company 
 "Regulatory Information      has the meaning given in the AIM Rules 
  Service"                     for Companies 
 "Resolutions"                the resolutions to be proposed at 
                               the EGM, as set out in the Notice 
 "Series A CLNs"              the convertible loan notes issued 
                               pursuant to the GBP10,000,000 Series 
                               A Fixed Rate Secured Convertible Loan 
                               Note 2020 Instrument dated 28 April 
                               2015 (as amended) 
 "Series B CLNs"              the convertible loan notes issued 
                               pursuant to the GBP1,100,000 Series 
                               B Fixed Rate Secured Convertible Loan 
                               Note 2020 Instrument dated 28 April 
                               2015 (VCT) (as amended) 
 "Shareholders"               the holders of Ordinary Shares 
 "UK"                         the United Kingdom of Great Britain 
                               and Northern Ireland 
 "United States"              the United States of America, its 
  or "US"                      territories and possessions, any state 
                               of the United States of America and 
                               the District of Columbia and all areas 
                               subject to its jurisdiction 
 "VTA"                        Venture Tech Assets Limited, a company 
                               that is controlled by Sandeep Reddy 
 "Waiver Resolutions"         Resolutions 1 and 2 as set out in 
                               the Notice 
 "Warrants"                   together the Debt Warrants and the 
                               Anti-Dilution Warrants 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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