Nektan PLC Update re Inter-Conditional Transactions:Amendment (2998X)

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                                        [phone] 
 
 Stockdale Securities Limited (Nominated Adviser and Joint Broker) 
  Tom Griffiths / David Coaten                                        [phone] 
                                                                     ------------------------- 
 
 Smaller Company Capital Limited (Joint Broker) 
  Rupert Williams / Jeremy Woodgate                                   [phone] 
                                                                     ------------------------- 
 
 Nominis Advisory (PR Adviser)                                        [phone] 
  Angus Campbell                                                       Email: [e-mail] 
                                                                     ------------------------- 
 
 

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 [e-mail] or visit www.rns.com.

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April 26, 2019 11:18 ET (15:18 GMT)