Good Life Plus Plc

Share Issue/Capital Change • Apr 12, 2021

National Storage Mechanism | Additional information

RNS Number : 0606V

Semper Fortis Esports PLC

12 April 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM IT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any ordinary shares (the "Ordinary Shares") referred to in this announcement except solely on the basis of the information contained in the final admission document including the risk factors set out therein, to be published by Semper Fortis Esports PLC in due course and any supplement thereto, in connection with a proposed placing and subscription of Ordinary Shares in the Company and the proposed admission of the Company's entire issued ordinary share capital to the Access Segment of the Aquis Stock Exchange ("AQSE") Growth Market.  A copy of the admission document published by the Company will, following publication, be available for viewing on the Company's website at www.sfesports.gg subject to certain access restrictions.

12 April 2021

Semper Fortis Esports PLC

("Semper Fortis Esports" or the "Company")

Intention to Float on the Aquis Stock Exchange Growth Market

Semper Fortis Esports PLC, announces its intention to apply for admission of its Ordinary Shares to trading on the Access Segment of the Aquis Stock Exchange Growth Market ("Admission").

The Company is proposing to raise approximately £2.5 million by way of a placing to new investors (the "Placing") and a subscription to qualifying investors (the "Subscription"). The Ordinary Shares will be admitted to the Access segment of the AQSE Growth Market

Key Points

·    Semper Fortis Esports will focus its operations in the UK and on three key activities:

-      establishing esports teams and engaging with esports professionals - our first team, 'Top Blokes' has now been recruited

-      forming partnerships with brands (for sponsorship) and well-known personalities (for online campaigns and content) and strategic technology partners for research into and development of technology products and

-      business to business consultancy and advisory services.

·    The board of directors on Admission will comprise a team that is highly experienced in sports and corporate deal making (Keith Harris, former Chairman of The Football League), technology and electronic gaming (Nolan Bushnell, founder of the pioneering company, Atari), esports and game tech (Kevin Soltani and Jassem Osseiran) and corporate finance (Max Deeley).

·    Key global revenue streams in the esports industry in 2020 were primarily from sponsorship, followed by media rights, game publisher fees and merchandising & tickets.

·    Esports or organised competitive video gaming is fast-growing internationally with approximately 495 million fans in 2020 and an estimated market worth of approximately $947 million, according to Newzoo 2021 Global Esports & Live Streaming Market Report. The report envisages an estimated $1.1 billion total esports revenues in 2021, annual growth of 14.5%.

·    In the UK, the combination of the popularity of video games and football club brands has placed professional football clubs in line to be leaders in terms of initial investment in the esports sector.

·      The Company intends shortly to enter into contracts with each of the individual members of an esports team which competes under the name, 'Top Blokes'. It has three players on its roster: Jack Pearton (Top Blokes' captain, who is UK based), Andy Landais (who is based in France) and Archie Pickthall (who is UK based and the youngest member of the team). Top Blokes' coach and team manager is Reece Mullins (who is also UK based).

·      Rocket League: RLCS X

'Top Blokes' competes in the Rocket League Championship Series ("RLCS X"), a Tier 2 professional international esports tournament, the current season of which launched in July 2020 and is dedicated to the popular Rocket League game, which is published by Pysonix. 'Top Blokes' is currently ranked the number three team in Europe and the number six team (along with five other teams) globally. Rocket League involves competing teams using rocket-powered vehicles to hit a ball into the opposing team's goal, with points accruing during the course of a match. In 2018 live viewership on the official Rocket League Twitch channel grew by 46% with 18 million live Twitch esports hours watched during the year. On 9 February 2020 it was reported that Rocket League hit 100 million views on Twitch (this figure counts the total number of unique visitors to the stream).

Keith Harris, Chairman of Semper Fortis Esports, said:

"We are fortunate to have been able to assemble an exceptional team of experienced business people as we set out on implementing our strategy. Esports has grown immensely in popularity, but also in the level of its professionalism and commercial acumen and our management team reflects this."

Kevin Soltani, CEO of Semper Fortis Esports, said:

"We see a significant opportunity to become a leading force in esports and associated technology development  and consultancy services as we develop our business into the multiple vertical markets that serve esports and the wider gaming industry."

Expected IPO and Funding Summary

·      Admission to trading on the Access Segment of the Aquis Stock Exchange Growth Market.

·      Placing to new investors and a Subscription to qualifying investors raising gross proceeds of approximately £2.5 million.

·      Immediately following Admission, the Company intends to have a free float of at least 25% of the Company's issued share capital.

·      Net proceeds raised will primarily be used to fund working capital.

·      Target Admission Date of 26 April 2021

Semper Fortis Esports has appointed Hybridan LLP as Broker in relation to the Placing and Subscription and Hybridan LLP will be appointed as AQSE Corporate Adviser to the Company from Admission.

Enquiries:

Semper Fortis Esports	via Square1 Consulting
Kevin Soltani, Chief Executive Officer Jassem Osseiran, Chief Operating Officer Max Deeley, Finance Director	www.sfesports.gg
Hybridan LLP - AQSE Corporate Adviser and Broker	https://hybridan.com/
Claire Noyce, Managing Partner, Corporate Finance Niall Pearson, Head of Corporate Broking & Sales	+44 203 764 2341 +44 203 764 2343
Square1 Consulting	+44 207 929 5599
David Bick	+44 7831 381201

Important Information

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares following publication of the admission document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final admission document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company or Hybridan LLP, or their respective parent or subsidiary undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.

Hybridan LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the proposed Placing, Subscription and Admission and is not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Hybridan LLP, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Hybridan LLP is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Hybridan LLP or advice to any other person in relation to the matters contained herein. Hybridan LLP has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Hybridan LLP or its affiliates as to any of its contents.

This announcement and any offer subsequently made is, and will be only addressed to, and directed at, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available in the United Kingdom only to relevant persons.

It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No securities commission or similar authority in Canada has in any way passed on the merits of the Ordinary shares and any representation to the contrary is an offence. No document in relation to the proposed placing of the Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Subject to certain exceptions, the Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from any jurisdiction in which the same would be unlawful or offered or sold to a person within such a jurisdiction.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or other laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the admission document will be published or that the Placing, Subscription and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Placing, Subscription and Admission at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing or Subscription. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the board of directors' expectations of external conditions and events, current business strategy and plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. Though the board of directors believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Company, or the esports industry, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

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