TIDMB90

RNS Number : 1786D

B90 Holdings PLC

18 October 2022

18 October 2022

B90 Holdings plc

("B90", the "Company" or "Group")

Director Dealing

B90 Holdings plc (AIM: B90), the online marketing and operating company for the gaming industry, announces that Mr Ronny Ingvar Breivik has satisfied a debt owed by Entercreation Limited, a corporate entity majority owned by Mr Breivik, to The Nestegg BV, a corporate entity wholly owned by Mark Rosman, Senior Non-Executive Director of B90, by the transfer of, in aggregate, 9,000,000 ordinary shares of no par value in the Company ("Ordinary Shares").

Mr Breivik is a substantial shareholder in Performance Media SIA, one of the Requisitioning Shareholders proposing, inter alia, the appointment of Mr Breivik as a director of the Company, as notified to the market on 20 September 2022 and 27 September 2022; about which further information is set out in the Company's announcement of 17 October 2022 and the circular sent to the Company's shareholders on that date, which is also available on the Company's website.

The Board is extremely surprised that Mr Breivik, who together with the Requisitioning Shareholders, is trying to secure his appointment to the Board, and the removal of Karim Peer as Executive Chairman and Mr Nigel Eastwood as a director of the Company, would choose to satisfy the debt owed to The Nestegg BV in this way, thereby diminishing his interest in the Company's share capital, at the same time as he is seeking to become a Board Director.

Following the transfer of Ordinary Shares to Mr Rosman, Mr Rosman is now interested in 23,419,019 Ordinary Shares in the Company, representing 8.3% of the entire issued share capital of the Company.

The Company reiterates the Board's recommendation that shareholders vote against all four proposed resolutions at the Extraordinary General Meeting to be held on 7 November 2022.

Mark Rosman, Senior Non-Executive Director, B90 said :

"We are increasingly confused by the actions of Mr Breivik who, while seeking to join the Board, has recently served conditional notice terminating his engagement with B90 Ventures Ltd and is now significantly reducing his shareholding in the Company. The Board continues to urge all shareholders to vote against the resolutions at the forthcoming EGM."

 
1   Details of the persons discharging managerial responsibilities 
a)  Name                       Mark Rosman 
    -------------------------  ------------------------------------------ 
2   Reason for the notification 
    --------------------------------------------------------------------- 
a)  Position/status                        Senior Non-Executive Director 
    -------------------------  ------------------------------------------ 
b)  Initial notification       Initial notification 
     /Amendment 
    -------------------------  ------------------------------------------ 
3   Details of the issuer 
    --------------------------------------------------------------------- 
a)  Name                       B90 Holdings plc 
    -------------------------  ------------------------------------------ 
b)  LEI                        2138007KWLZHV5I1A979 
    -------------------------  ------------------------------------------ 
4   Details of the transaction(s): section to be repeated for 
     (i) each type of instrument; (ii) each type of transaction; 
     (iii) each date; and (iv) each place where transactions 
     have been conducted 
    --------------------------------------------------------------------- 
a)  Description of the         Ordinary Shares of no par value 
     financial instrument, 
     type of instrument 
    -------------------------  ------------------------------------------ 
    Identification code        ISIN for Ordinary Shares: IM00BYT32K14 
    -------------------------  ------------------------------------------ 
b)  Nature of the transaction  Receipt of ordinary shares as repayment 
                                consideration for a loan to Entercreation 
                                Limited 
    -------------------------  ------------------------------------------ 
c)  Price(s) and volume(s)     Price(s)  Volume(s) 
                                4.75p     9,000,000 
                                          --------- 
    -------------------------  ------------------------------------------ 
d)  Aggregated information     9,000,000 at implied price of 4.75p 
     - Aggregated volume        per Ordinary Share 
     - Price 
    -------------------------  ------------------------------------------ 
e)  Date of the transaction    17 October 2022 
    -------------------------  ------------------------------------------ 
f)  Place of the transaction   XLON 
    -------------------------  ------------------------------------------ 
 

-ends-

For further information please contact:

B90 Holdings plc +44 (0)1624 605 764

Karim Peer, Executive Chairman

Marcel Noordeloos, Chief Financial Officer

   Strand Hanson Limited (Nominated Adviser)                                 +44 (0)20 7409 3494 

James Harris / Richard Johnson / Rob Patrick

Arden Partners plc (Broker) +44 (0)20 7614 5900

Ruari McGirr

Belvedere (Financial PR & IR) +44 (0)20 3008 6864

John West / Llewellyn Angus

About B90 Holdings plc

B90 Holdings plc is a group of companies focused on the operation of its own online Sportsbook and Casino product as well as marketing activities for other online gaming companies.

www.b90holdings.com

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END

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October 18, 2022 02:00 ET (06:00 GMT)

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