$6.7 Million Accelerated Non-Renounceable Entitlement Offer
The Offer includes an institutional component ("Institutional Offer") and a retail component ("Retail Offer").
The funds raised from this Offer will be used as follows:
- The Company is looking to increase its product suite for the wholesale Data & Analytics division of the business and will use funds to continue development and monetisation of these products.
- The Company has entered into binding agreements with both Dynamic Odds and Global Betting Services and will use funds raised in the Retail Offer to complete these transactions and the make the initial payments to control the entities (should the conditions precedent to each transaction be satisfied or waived)*.
Please note that Option Holders will not be eligible to participate in the Offer (with respect to any Shares that underlie their Options) unless they first exercise some or all of their Options in accordance with the Option terms. In order to take up the Offer, Option Holders will be required to complete the exercise of their options before the record date of Tuesday, 24 July 2018.
Any Option Holder who wishes to exercise some or all of their Options (provided the Options are eligible to be exercised on their terms) should contact the Company by Monday 23 July 2018."
The Offer is only being made available to those shareholders who have a registered address in Australia or New Zealand.
As this is a non-renounceable offer, the entitlement will not be tradeable on ASX. Eligible shareholders who do not wish to take up their entitlement will not receive any benefit from those entitlements.
The offer document relating to the Retail Offer ("Retail Offer Booklet") will be released to the ASX on Tuesday, 24 July 2018 and will be mailed to the eligible retail shareholders on Friday, 27 July 2018. Eligible retail shareholders will also receive a personalised entitlement and Acceptance Form.
Proposed Timetable -------------------------------------------------------------------- The current proposed timetable of the Offer is as follows: -------------------------------------------------------------------- Institutional Offer Opens 20 July 2018 Institutional Offer Results 24 July 2018 Record Date for Retail Offer 24 July 2018 Retail Offer Booklet, together with Personalised Offer and Acceptance Form Dispatched to Eligible Retail Shareholders 27 July 2018 Retail Offer Opens 27 July 2018 Settlement of Institutional Offer 31 July 2018 Quotation of New Shares issued under Institutional Offer 1 August 2018 Retail Offer Closing Date* 7 August 2018 Retail Offer Results 10 August 2018 Settlement of Retail Offer 14 August 2018 Anticipated Date of Issue of New Shares under the Retail Offer 14 August 2018 Quotation of New Shares issued under Retail Offer 15 August 2018 Dispatch of Holding Statements 16 August 2018 --------------------------------------------------------------------* Subject to the ASX Listing Rules, the directors of TBH retain the right to extend the closing date of the Offer at their discretion. Any extension of the Closing Date will have consequential effect on the anticipated date for issue of the Shares.
The dates and times listed above are indicative only and subject to change. TBH reserves the right to amend the above timetable without notice subject to the Corporations Act 2001 (Cth) ("Corporations Act"), the ASX Listing Rules and other applicable laws.
This notice is given by TBH under section 708AA(2)(f) of the Corporations Act, as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ("ASIC Instrument 2016/84").
Requirement under section 708AA(7) of the Corporations Act
As per section 708AA(7) of the Corporations Act, TBH advises that:
a) the New Shares will be issued without disclosure under part 6D.2 of the Corporations Act, as notionally modified by the ASIC Instrument 2016/84;
b) this notice is given under section 708AA(2)(f) of the Corporations Act, as notionally modified by ASIC Instrument 2016/84;
c) as at the date of this notice, TBH has complied with:
(i) the provisions of Chapter 2M of the Corporations Act as they apply to TBH; and
(ii) section 674 of the Corporations Act;
d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act, as notionally modified by the ASIC Instrument 2016/84; and
e) the potential effect the issue of the New Shares will have on the control of TBH, and the consequences of that, is set out below.
Effect of the Offer on Control
TBH does not expect the issue of New Shares under the Offer to have a material effect or consequence on the control of TBH, but this is dependent on whether eligible shareholders will be taking up their entitlement to New Shares.
The potential effect that the issue of New Shares under the Offer will have on TBH is as follows:
(a) if all eligible shareholders take up their entitlements under the Offer, the issue of New Shares under the Offer will have no material effect on the control of TBH and shareholders will retain the same percentage interest in TBH, subject only to minimal changes resulting from ineligible shareholders being unable to participate in the Offer; or
(b) if a shareholder does not take up their full entitlement, their interest will be diluted relative to those eligible shareholders who do take up their entitlements and relative to those who apply for, and are issued, New Shares under the Shortfall Facility. Acceptance of entitlements or the placement of any of the Shortfall Facility may also result in existing shareholders significantly increasing their interest in the Company or obtaining a substantial interest in the Company.
Therefore, it is not possible to predict the effect of the Offer on the control of TBH.
To view the Investor Presentation, 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.
Link: Shareholder Update - July 2018
The Betmakers Holdings Limited