TIDMNFT
RNS Number : 3060Z
NFT Investments PLC
24 January 2022
Press Release
24 January 2022
NFT Investments PLC
("NFT Investments" or the "Company")
Proposed acquisition of Pluto Digital for GBP96m
Suspension of share trading on Aquis
NFT Investments (AQSE: NFT), an incubator specialising in the
market for non-fungible tokens ("NFTs"), is pleased to announce it
has entered into a non-binding letter of intent ("LOI") for the
acquisition of Pluto Digital PLC ("Pluto"), a crypto technology and
venture company, for a consideration of GBP96 million.
The acquisition, which is conditional on shareholder approval,
will create a significant global metaverse company and advance
NFT's investments in the non-fungible tokens sector as the Pluto
Ventures division has invested heavily in NFTs and NFT gaming.
Pluto is pioneering the next generation of crypto technologies
in the decentralised finance and metaverse blockchain gaming
sectors. Pluto already has a successful track record in execution
in the 12 months since January 2021, including:
-- Released a DeFi token which is trading on global crypto exchanges
-- Established a venture capital arm, Pluto V, which has made
investments in a range of Web3 projects and NFT assets which
performed well in 2021
-- Established an expert blockchain engineering team with
technical staff coming from leading technology companies such as
Red Hat and IBM
-- Currently working on a DeFi application that can provide high
value DeFi performance to both crypto users and institutional
investors
-- Has acquired a strategic shareholding in a UK gaming
development studio Maze Theory, responsible for many successful
international branded VR, PC/Console & mobile games including
Dr Who and the Peaky Blinders franchises
-- In addition, it is working alongside Maze Theory to release
high quality games that incorporate token economics to empower the
next generation of gamers. Blockchain games, also known as
Play2Earn, have created substantial value led by Sky Mavis and Axie
Infinite, with respective valuations of $3Bn and $19Bn
Under the terms of the proposed acquisition, NFT will acquire
100% of the issued share capital of Pluto for a consideration to be
satisfied by the issue of 2.4 billion new ordinary shares in NFT
(at 4p per new NFT share valuing Pluto Digital PLC at GBP96
million).
The acquisition will be a reverse takeover of NFT under the AQSE
Rules and will be subject to the UK Takeover Code. The acquisition,
if completed, will result in Pluto shareholders holding 70.5% of
the enlarged business on completion. The acquisition is expected to
be made by way of a scheme of arrangement by Pluto and will be
conditional upon approval by shareholders of Pluto and the
court.
NFT will have a 90-day exclusivity period to conduct due
diligence on Pluto. Concurrent with, and as a condition to, the
completion of the Acquisition, three Pluto team members will join
the company as directors and Jonathan Bixby will continue to serve
as Executive Chairman.
NFT will loan Pluto GBP5 million on signing the LOI, the
proceeds of which will be used to complete the strategic
acquisition of a number of technology companies in the metaverse
sector. The loan will accrue 10% interest and will be repayable on
30 days' notice if Pluto terminates the transaction and on 90 days'
notice if NFT terminates the transaction.
Further details of the acquisition will be provided in due
course.
Jonathan Bixby, Executive Chairman of NFT Investments, owns
4,750,000 shares representing 0.75% of Pluto. He also holds
9,500,000 warrants exercisable at 3 pence and 14,250,000 warrants
exercisable at 6 pence.
Mr Bixby owns 54,500,000 shares in NFT Investments representing
5.43% of the total shares in issue and 10,000,000 warrants
exercisable at 1 penny.
Suspension of trading on Aquis
NFT Investments will suspend trading on the Access segment of
the AQSE Growth Market until the proposed acquisition of Pluto is
completed.
Jonathan Bixby, Executive Chairman of NFT Investments, said: "We
are very excited about the prospects of Pluto and NFT merging to
create a large global metaverse company. This is a transformational
deal that will provide us with the scale to expand and diversify
our investment portfolio in a rapidly growing sector and thereby
create long term value for shareholders."
The directors of NFT Investments PLC accept responsibility for
this announcement.
For further information, please contact:
NFT Investments
Jonathan Bixby via Tancredi +44 207 887 7633
Executive Chairman
Neil Thapar
Investor Relations +44 7876 455 323
------------------------------
First Sentinel
------------------------------
Corporate Adviser
Brian Stockbridge +44 7876 888 011
------------------------------
Tennyson Securities
------------------------------
Corporate Broker
Peter Krens +44 207 186 9030
------------------------------
Novum Securities
------------------------------
Corporate Broker
Colin Rowbury
Jon Belliss +44 207 399 9427
------------------------------
Tancredi Intelligent Communication
Media Relations (for NFT Investments)
------------------------------
Edward Daly
Charlie Hobbs +44 7861 430 057
nftinvestments@tancredigroup.com +44 7897 557 112
------------------------------
Luther Pendragon
Media Relations (for Pluto
Digital Plc)
------------------------------
Harry Chathli
Alexis Gore
William Dobinson 0207 618 9151
NFT Investments plc is an incubator specialising in the market
for non-fungible tokens ("NFTs") and is the first ever NFT vehicle
to list in a major jurisdiction worldwide. The Company invests in a
diversified portfolio of NFTs, cryptocurrency, and/or in companies
or funds which have exposure to NFT or blockchain technology. The
Company's leadership team have an extensive track record in the
cryptocurrency sector and previously founded Argo Blockchain PLC, a
global crypto miner. NFT Investments is headquartered in London, UK
and its shares are listed on the Aquis Exchange Growth Market under
the ticker symbol NFT. The Company's website is located at
https://www.nftinvest.pro .
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