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Acquisition and Appointment of Director

13th Sep 2013 07:00

RNS Number : 9056N
Weather Lottery PLC (The)
13 September 2013
 



 

The Weather Lottery plc

("TWL" or the "Company")

 

Acquisition of Sormelle Limited, Appointment of Director,

Proposed Change of Name & New Funding Facility

 

13 September 2013

 

 

The Board of TWL (AIM:TWL), the AIM quoted lottery, gaming and leisure company is pleased to announce a set of important developments for the Company's future.

 

Acquisition of Sormelle Limited

 

Further to the announcement of 24 May 2013, the board of TWL (the "Board") is pleased to announce the next important element of its strategy of acquiring or developing new gaming and payment products with the acquisition of Sormelle Limited ("Sormelle"), a company registered in the Isle of Man (the "Acquisition").

 

Sormelle, through its wholly owned subsidiary Pay Corporation Limited ("PayCorp"), will extend TWL's payment processing capabilities and enhance our offering of support tools and technologies for gaming and non-gaming customers. Sormelle has developed strategic partnerships with banks and customers (both in the gaming sector and other industries) around the world and will be instrumental in expanding TWL's ability to service customers whose businesses cross international borders.

 

The vendor of Sormelle is Kevin Dale, and the consideration for the Acquisition will be satisfied wholly through the issue of 324,895,331 new TWL ordinary shares of 0.1p each ("Ordinary Shares") to Mr Dale, equivalent to a value of £422,364 at yesterday's closing mid-market price of 0.13 pence per Ordinary Share. Sormelle was incorporated on 25 April 2012, and has yet to produce any audited accounts. Sormelle has reached breakeven point, and is currently generating monthly fee revenues of around £20,000.

 

The Acquisition will augment the on-going expansion and modernisation of the Company's core lottery products and enable it to offer payment services to new clients. The Board believes this exciting re-development of the business puts TWL in a position to play a major role in the online and alternative payment technology sector, for both gaming and non-gaming transactions, while directly supporting its current and planned activities in the gaming and lottery sector.

 

Phil Jackson, TWL's CEO is an existing director of PayCorp but has no financial interest in the transaction.

 

Appointment of Director

 

Following the acquisition of Sormelle, Kevin Dale will join the Board as Chief Operating Officer. Kevin's early career was in project management and management consultancy, culminating in a Team Leader role at Ernst & Young. He was seconded in 2000 to Coral Eurobet to implement a new strategic plan and acted as interim Marketing Director. Kevin then joined Sportingbet plc as Marketing Director as they expanded their worldwide customer base. He then moved on to Betfair, also as Marketing Director, again to lead international customer growth. Since 2005 he has held a number of senior and consultancy roles within the gaming sector, including interim managing director at Littlewoods Betdirect and a Director, then CEO, of GameAccount for 7 years, where he helped build it into the world's largest skill-based gaming network.

 

Following the Acquisition, Mr Dale will own 324,895,331 Ordinary Shares, equivalent to 29.0% of the enlarged issued ordinary share capital of the Company.

 

Proposed Change of Name

 

It is proposed, subject to shareholder approval, that the Company changes its name to Boxhill Technologies plc as the Board believes this name better reflects the Company's diversified activities within the software, lottery, gaming and leisure sectors.

 

The Company intends to shortly convene a general meeting of ordinary shareholders (the "General Meeting"). Resolutions to be proposed at the General Meeting include, inter alia, authorities enabling the Directors to allot shares and the change of name to Boxhill Technologies plc.

 

New funding facility

 

To help fund the Company's working capital requirements following the Acquisition, the Company has entered into a secured convertible loan agreement for £250,000 from a consortium of private investors (the "Loan"). The Loan, which can be drawn down immediately, is for a period of 12 months with interest payable at 10 per cent above the base lending rate from time to time of Barclays Bank plc and is secured over the assets of the Company. The Company can confirm that the loan from Jeff Williams, announced on 25 February 2013, was repaid in full.

 

Subject to shareholder approval of the resolutions at the General Meeting, the Loan will be convertible at a price of 0.1625 pence per Ordinary Share, equivalent to a 25 per cent. premium to yesterday's closing mid-market price of 0.13 pence per Ordinary Share. If the resolutions are not approved by Shareholders at the General Meeting, the Loan will be subject to a 10% redemption premium on maturity.

 

Admission of New Ordinary Shares

 

An application will be made for admission of the 324,895,331 new Ordinary Shares issued in consideration for the Acquisition to trading on AIM with effect from 20 September 2013. Following the Acquisition, the Company will have 1,120,328,728 Ordinary Shares in issue.

 

Change of Registered Office

 

The Company's registered office has been changed with immediate effect to:

 

21 Knightsbridge

London

SW1X 7LY

United Kingdom

 

Chairman's Comment

 

Chairman Lord Tim Razzall commented, "We continue to pursue opportunities in the gaming and related on line payment space and the acquisition of Sormelle provides us with a broader range of services that will directly help our existing businesses take money online securely and easily, but also brings an opportunity to supply payment services to other e-businesses both in the UK and overseas. Kevin brings with him a proven track record of rolling out major products in the gaming and related sectors."

 

 

For further information contact:

 

The Weather Lottery PLC begin_of_the_skype_highlighting  end_of_the_skype_highlighting 020 7618 9000  

Philip Jackson, CEO

Website www.theweatherlotteryplc.com

 

Allenby Capital Limited (Nomad) begin_of_the_skype_highlighting 

Nick Harriss/Nick Athanas/James Reeve 020 3328 5656end_of_the_skype_highlighting

 

SVS Securities (Broker) begin_of_the_skype_highlighting  end_of_the_skype_highlighting

Alex Brearley 020 7638 5600  

 

 

 

AIM Rules for Companies Schedule 2 (g) information

 

Full Name - Kevin Neil Dale

Age - 47

 

Directorships and Partnerships: Kevin Dale has held the following directorships or partnerships within the last five years.

 

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Gameaccount Global Limited

 

No further information is required to be disclosed pursuant to Schedule 2(g) and rule 17 of the AIM Rules for Companies

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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