$3 Million Non-Renounceable Entitlement Offer and Completion of $1.68M Placement
Non-Renounceable Rights Issue and Completion of Placement
The Company has received firm commitments and underwriting for the total $3,000,000 of the Offer. This is made up of more than $1,000,000 in firm commitments from existing shareholders in addition to the Offer being underwritten by Spenceley Management Pty Ltd ACN 127 151 437 < Spenceley Family Trust > and Ryder Capital Limited ACN 606 695 854 (together the "Underwriters") for up to $2,000,000 in aggregate. In relation to their services as underwriter for the Offer, each Underwriter will be paid a fee of $15,000. The Underwriters' obligations will not arise until after exhaustion of the shortfall facility.
The funds raised from this Offer and the Placement (see below for details) will be used to pay outstanding amounts due to DynamicOdds Pty Ltd, C.D.K Software Limited and Global Betting Services Pty Ltd, repayment of debts and ongoing working capital.
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.
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 Friday, 10 May 2019.
The Offer is only being made available to those shareholders who have a registered address in Australia, New Zealand or the United States (to the extent that the shareholder is a US Institutional Accredited Investor).
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.
A prospectus relating to the Offer ("Prospectus") will be released to the ASX today and will be mailed to the eligible shareholders on Wednesday, 15 May 2019. Eligible shareholders will also receive a personalised entitlement and acceptance form.
The current proposed timetable of the Offer is as follows:
Event: Lodgement of Prospectus with ASIC
Lodgement of Prospectus and Appendix 3B with ASX
Date: 7 May 2019
Event: Letter to Shareholders
Date: 9 May 2019
Event: Existing Shares quoted on "ex" basis
Date: 10 May 2019
Event: Record date to determine entitlements under the Prospectus (Record Date)
Date: 13 May 2019
Event: Prospectus and Entitlement and Acceptance Form dispatched to eligible shareholders (Opening Date)
Date: 15 May 2019
Event: Final date and time for receipt of acceptance and payment in full (Closing Date)*
Date: 27 May 2019
Event: New Shares quoted on a deferred settlement basis
Date: 28 May 2019
Event: Company to notify ASX of under subscriptions
Date: 30 May 2019
Event: Allotment of New Shares (Issue Date)
Date: 3 June 2019
Event: Deferred settlement trading ends
Date: 3 June 2019
Event: Dispatch of transaction confirmation statements (holding statements)
Date: 4 June 2019
Event: Date of quotation of New Shares issued under the Offer
Date: 4 June 2019
Event: Issue of New Shares under Underwriting Agreements
Date: No later than 17 June 2019
* 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.
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 or under an Underwriter agreement. Acceptance of entitlements or the placement of any New Shares under the shortfall facility or an Underwriter agreement 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.
$1.68million investment completed
Further to the announcement on 30 April 2019, the Board of TBH is also pleased to announce that the investment by Las Vegas-based international wagering and gaming industry investment firm, Tekkorp Holdings LLC ("Tekkorp") has completed. The Company notes that its announcement on 30 April 2019 incorrectly referred to Tekkorp Holdings LLC as 'Tekkorp Capital LLC'. References to 'Tekkorp Capital LLC' in the announcement dated 30 April 2019 should be read as Tekkorp Holdings LLC.
The Company has today allotted 55,991,335 fully paid ordinary shares ("Shares") to Tekkorp to raise approximately $1.68 million (before costs).
The Shares have been issued without disclosure under the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A in conjunction with the Prospectus issued today pursuant to section 708A(11) of the Corporations Act.
The Company advises that Tekkorp has provided a firm commitment to subscribe for its full entitlement under the Offer.
To view the release, please visit:
To view the Prospectus, please visit:
To view the Letter to Option holders, 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: Letter to Optionholders
The Betmakers Holdings Limited