Completes the Sale of Retail Assets
- TBH retail businesses, 'TopBetta' and 'Mad Bookie', sold to PlayUp Limited for $6M
- $3M paid and remaining $3M to be paid by 30 September 2018
- Service Agreement and Software Agreement Executed
- Cancellation of Options
Completion of the Sale ("Completion") allows TBH to focus on rolling out its plans to be the preferred wholesale supplier of smarter data feeds and B2B wagering solutions to all wagering operators. It also allows the Company to significantly reduce its monthly cost base.
The Company confirms that it has received from PlayUp a non-refundable payment of $3M. TBH has agreed to extend the payment term of the remaining $3M of the purchase price ("Deferred Payment") until 30 September 2018. If PlayUp fails to pay the Deferred Payment, TBH will have the right to buy back the shares in TopBetta for $1. Alternatively, if agreed between the parties, the Deferred Payment may be satisfied by way of issue of shares in PlayUp Limited at a value of a 25% discount to the most recent capital raise by PlayUp, or $70m.
The Company has also executed the Services Agreement and White Label Agreement in accordance with the terms set out in the Prior Announcement ("Agreements") for the 'TopBetta' and 'Mad Bookie' brands ("Retail Brands"). The Agreement has been executed for two years ("Initial Term"). Terms of the Services Agreement are as follows:
- A monthly Commission fee (exclusive of GST) equal to ten percent (10%) of total Gross Wagering Revenue of each of the Retail Brands and PlayUpBET brands for that month.
- A monthly Commission Fee (exclusive of GST) equal to ten percent (10%) of total Gross Wagering Revenue of each of the Retail Brands.
As noted in the Prior Announcement, TBH and PlayUp entered into a share sale agreement ("SSA") in respect of the Sale pursuant to which TBH gave warranties and indemnities which are customary for a transaction of this nature. Under the SSA, TBH also gave customary undertakings not to compete with, or solicit the employees or customers of, TopBetta.
All other conditions precedent to Completion have either been satisfied or otherwise waived by TBH to allow for the Sale to complete.
Betmakers CEO Todd Buckingham said: "The completion of the Sale sees the transition out of our B2C business and into the B2B wagering space as a supplier of proprietary data, products and wagering solutions. As Betmakers, we believe we are well positioned to serve Australian online wagering operators requiring cost-saving data solutions as well as revenue-generating new product solutions and assist them to overcome recent head winds of new taxes and shrinking margins. Likewise, we now believe we are well placed with our B2B product suite and toolkit to assist global wagering operators maximise profitability in international markets, including those that are fast opening up for expansion in racing and sports betting."
Cancellation of Options
Further to the announcement released on 15 June 2017, TBH advises that the vesting conditions associated with 2,000,000 unquoted options ("Options") issued to Sean Bartholomew have not been satisfied. Accordingly, the Company has cancelled the Options with effect on and from 5pm on 30 June 2018.
An Appendix 3B is attached (see link below).
To view Appendix 3B, please visit:
About The Betmakers Holdings Limited
The Betmakers Holdings Limited (ASX:TBH), (OTCMKTS:TPBTF) (FRA:T07) formerly TopBetta Holdings Limited, is an ASX-listed holding company and a global provider of online wagering products and services to both wholesale and retail markets through its various wholly owned subsidiaries. The Company operates a retail wagering business, offering consumers wagering, fantasy tournament and content products and services. Global Tote Australia Pty Ltd conducts TBH's Wholesale Business, which includes operating and licensing its wholesale tote product which enables licensed wagering operators, including corporate bookmakers and tote operators from all over the world, to participate in global pools. The Wholesale Business is conducted under a B2B licence granted by the UK Gambling Commission to Global Tote Limited, a company incorporated in Alderney, UK.
The Betmakers Holdings Limited
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