TIDMBOTB
RNS Number : 8317Y
Best of the Best PLC
08 September 2022
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
08 September 2022
Best of the Best plc
("Best of the Best", "BOTB", "the Company" or "the Group")
Letter of Intent with Globe Invest Limited accelerates
international growth ambitions
and
Proposed stake in BOTB to be acquired by Globe Invest
Limited
Best of the Best plc (LSE: BOTB), the provider of online
competitions to win cars and other prizes, announces that the
Company has signed a non-binding letter of intent with Globe Invest
Limited, the family office of Teddy Sagi, (the "Letter of Intent"
or "LOI"). Globe Invest Limited has a number of affiliated entities
(together referred to as "GIL") which have an extensive
international presence covering content, digital marketing and
software development sectors in particular, which BOTB expects to
benefit from.
This LOI sets out that BOTB and GIL will enter into a Licensing
and Distribution Agreement and a Marketing and Collaboration
Agreement (collectively the "Agreements"). The outline of the
Agreements is summarised below and will be subject to arm's length
commercial terms being agreed. A further announcement will be made
in due course subject to the Agreements being entered into.
The Licensing and Distribution Agreement
Under the Licensing and Distribution Agreement BOTB will
exclusively license to GIL (with a right to sub-license on a B2B
basis) the BOTB business model, concept and related services, in
all territories outside the UK.
The Marketing and Collaboration Agreement
The Marketing and Collaboration Agreement will allow GIL to
promote BOTB content in the UK non-exclusively, based on an agreed
revenue share or CPA model. The parties will also discuss and agree
cross-promotional commitments in connection with each party's
products and services.
Rationale for the LOI
Since the successful transformation of BOTB from a bricks and
mortar operator to an online pureplay in the skill-based
competition space, the Board of BOTB has been actively considering
its options for international expansion and delivering its product
set to a global audience. After much consideration, the Board has
concluded that the most effective way to deliver and achieve this,
and therefore the most efficient way to create value for
shareholders, is by way of a partnership agreement with established
global operators. The Board considers GIL, given its extensive
international presence and proven track record of growing global
B2C and B2B businesses to be the ideal fit.
Proposed strategic stake in BOTB to be acquired by GIL
Following the signing of the LOI and as an indicator of GIL's
commitment to its long-term collaboration with BOTB, it today (or
as soon as possible) intends to acquire a 29.9% strategic
shareholding in BOTB. It is intended that these shares will be
acquired from the Company's currently largest and founding
shareholders - William Hindmarch (Chief Executive) and certain
persons associated with William Hindmarch, as well as Rupert Garton
(Commercial Director).
Currently, and prior to the intended acquisition of shares,
William Hindmarch (and certain associated persons) and Rupert
Garton respectively hold 32.06% and 9.06% of BOTB's total issued
share capital. Following successful completion of the proposed
transaction, they will continue to respectively hold 11.86% and
3.35% and remain significant and supportive shareholders.
It is intended that 2,501,740 BOTB shares will be acquired by
GIL at a price of 400p, representing a c.10% discount to the
closing mid-market share price of BOTB of 445p at the market close
on 7 September 2022, being the last trading day ahead of the
proposed transaction.
Once GIL has completed the proposed acquisition of a significant
shareholding in the Company, the Board of BOTB has agreed that GIL
will have the right to appoint a maximum of two non-executive
directors to the Board of the Company. Both William Hindmarch and
Rupert Garton will continue in their respective current roles as
CEO and Commercial Director. It is anticipated that additional
expertise and management will join the Company to support in the
execution of the international growth plans and further
announcements regarding any such appointments to the Board and
senior management team will be made in due course.
When the Agreements are entered into, and by virtue of GIL being
a substantial shareholder of BOTB, it will be considered a related
party for the purposes of the AIM Rules and the Agreements will be
deemed Related Party Transactions, requiring a further
announcement.
William Hindmarch, Chief Executive of BOTB, said:
"BOTB has evolved significantly over the last five years, and
that transformation, notably to becoming an online only operator,
has delivered significant benefits to date. As a Board and
management team, we have always believed that BOTB has a product
set that can be successfully internationalised. The agreement with
GIL intends to provide the business with the operational expertise
and reach to execute a global strategy, whilst further leveraging
BOTB's existing database and building upon the strong foundations
that we have created. As founder of this business, I am both
optimistic and excited to be announcing this strategic partnership
with a business that has global expertise and a proven track record
in digital marketing and distribution. I remain committed to
leading BOTB to the next stage of its evolution in conjunction and
with the support of GIL".
Globe Invest Limited added:
"William and Rupert have built an admirable business model with
BOTB in the UK and we feel privileged that we will be a part of the
next stage of the BOTB journey, helping it to grow in its home
market and to distribute the product to a new international
audience. We look forward to supporting and working closely with
BOTB, William and Rupert to make the most of the opportunities
ahead."
-ENDS
Enquiries:
Best of the Best plc William Hindmarch, Chief via Buchanan
Executive
Rupert Garton, Commercial
Director
Buchanan Chris Lane T: 0207 466
(Public Relations & Toto Berger 5000
Press) Jack Devoy
Oakvale Capital Daniel Burns T: 0207 580
3838
(Financial Adviser) Kieran Davey
finnCap Corporate Finance T: 020 7220
(Nominated Adviser and Carl Holmes 0500
Broker) Teddy Whiley
Alice Lane
Harriet Ward
Notes to Editors
Globe Invest Limited ("Globe Invest") acts as the single-family
office for the self-made entrepreneur, Teddy Sagi. Globe Invest
also acts as a holding company and invests (directly and/or through
subsidiaries and/or affiliates) in various sectors including
marketing, software development, real estate, hospitality,
technology companies, e-commerce services, distribution services,
financial services, etc. For more information about Globe Invest
and its shareholder, please visit www.globeinvest.com.
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END
MSCUWAVRUWUKRAR
(END) Dow Jones Newswires
September 08, 2022 11:30 ET (15:30 GMT)
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