Update on PlayUp Transaction
Update on PlayUp Transaction
Sydney, April 23, 2018 AEST (ABN Newswire) - The Board of TopBetta Holdings Limited (ASX:TBH) ("TBH" or the "Company") is pleased to provide the market with an update regarding the proposed sale ("Sale") of TopBetta Pty Ltd ("TopBetta") to PlayUp Limited ("PlayUp") as announced on 18 April 2018 ("Prior Announcement").

As detailed in the Prior Announcement, the Sale is conditional on a number of conditions precedent, including TBH receiving all requisite ASX and shareholder approvals and consents, including, without limitation, the requirements of Chapter 11 of the ASX Listing Rules and, if applicable, Chapters 1 and 2 of the ASX Listing Rules ("Shareholder Approval CP").

ASX has now considered the Company's submissions regarding the application of Chapter 11 of the ASX Listing Rules and has determined that:

a) based on the information provided to ASX, TopBetta is not the Company's 'main undertaking' and, accordingly, ASX Listing Rule 11.2 does not apply to the Sale. Accordingly, the Company is not required to obtain shareholder approval for the Sale under that Rule; and

b) given PlayUp is currently intending to list on a securities exchange via a reverse takeover ("PlayUp Listing"), ASX Listing Rule 11.4 does apply to the Transaction and, accordingly, unless TBH obtains a waiver of ASX Listing Rule 11.4 ("Waiver"), the Company will be required to obtain shareholder approval under that Rule.

The Company intends to apply for the Waiver and will update investors as to the outcome of that application in accordance with its continuous disclosure obligations. TBH notes that the Sale is not conditional upon the success or completion of the PlayUp Listing. TBH further notes that, if the Waiver is granted and shareholder approval is not required under ASX Listing Rule 11.4, TBH intends to waive the Shareholder Approval CP in which case, the $3 million deposit ("Deposit") will become payable to TBH by PlayUp within 5 business days. The Deposit is only refundable where TBH does not satisfy or waive each of other outstanding the conditions precedent by 31 July 2018.

Further, TBH notes that ASX has not exercised its discretion under ASX Listing Rule 11.1.2 or 11.1.3 to require the Company to obtain shareholder approval under Listing Rule 11.1.2 or recomply with Chapters 1 and 2 of the Listing Rules in relation to the Sale.

As noted in the Announcement, the Company will liaise with ASX regarding the application of ASX Listing Rules 11.1.2 and 11.1.3, and Chapter 12 of the ASX Listing Rules, if and when TBH decides to proceed with the development of the Crypto Tote (refer to the Prior Announcement for further details).

About Betmakers Technology Group Ltd

Betmakers Technology Group LtdBetmakers Technology Group Ltd (ASX:BET)  (FRA:T07) 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.


About PlayUp

PlayupPlayUp is a premium betting entertainment and technology group that enriches the lives of people through entertaining, rewarding, and responsible online betting. The company develops innovative online betting technologies in-house to power the brand and deliver world-class user experiences.

PlayUp's energies are focused on fulfilling the needs of dedicated and passionate users who seek a deeper connection to the games they play.

Today, PlayUp successfully operate and power a highly scalable and robust, cloud-based online betting platform that unifies the world's favorite betting products including Fixed Odds Sports Betting, Fixed-Odds Racing (Horses and Greyhounds) and Esports. Additionally, the company offers Daily Fantasy Sports (DFS), a competitive format of peer-to-peer online betting, and hosts Australia's largest - and some of the globe's -- biggest DFS prize pools.

PlayUp holds betting licenses in multiple jurisdictions and currently operate in the U.S., Australia, New Zealand and India.



Charly Duffy
Company Secretary
E: companysecretary@thebetmakers.com
M: + 61-409-083-780

Jane Morgan
Investor and Media Relations
E: investors@thebetmakers.com
M: +61-405-555-618

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