This announcement contains Inside Information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

30 November 2023

Semper Fortis Esports Plc

("SFE" or "the Company")

PROPOSED ACQUISITION OF GL MEMBERSHIP LIMITED

SHARE CAPITAL CONSOLIDATION

SUBSCRIPTION, CHANGE OF NAME, GENERAL MEETING

AND PROPOSED ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON THE ACCESS SEGMENT OF THE AQSE GROWTH MARKET

Further to its announcement on 16 May 2023, Semper Fortis Esports Plc (SEMP.AQSE) is pleased to announce that it has conditionally agreed to acquire the issued, and to be issued, share capital of Good Life +, other than the shares to be issued to the Company pursuant to the exercise of its conversion rights arising under its holding of Convertible Loan Notes issued by GL Membership Limited (trading as Good Life+) ("GL+"), (the "Acquisition") on the terms of an agreed share purchase agreement ("SPA"). The aggregate consideration is £10m, to be satisfied by the issue of 500,000,000 New Ordinary Shares (the "Consideration Shares") to the shareholders of GL+ (the "Vendors") at 2 pence per share (the "Subscription Price").   

As announced on 16 May 2023, the Company subscribed for £250,000 of Convertible Loan Notes issued by GL Membership Limited (trading as Good Life+) ("GL+"), a monthly membership, daily prize draw business with an experienced leadership team.

In addition the Company has conditionally agreed to purchase certain assets owned by Chadd Media Limited, a company owned by the founders of GL+.

At the same time, the Company has conditionally raised £1.4 million by way of a subscription and placing for 70,000,000 New Ordinary Shares (the "Subscription Shares") at the Subscription Price in order to provide working capital to finance the growth of the Enlarged Group.  Subscriptions have been made by existing and new investors including Winforton Investments Limited, the family office of Mark Blandford, the founder of Sportingbet plc, subsequently acquired by GVC Holdings (now renamed Entain plc). 

The Consideration Shares and Subscription Shares will be issued following the proposed consolidation of every 10 Existing Ordinary Shares of 0.01p each into one New Ordinary Share of 0.1p.

On completion of the SPA and readmission of the Enlarged Share Capital to trading on AQSE it is also proposed that the Company change its name to Good Life Plus Plc to reflect the business of the Enlarged Group and the Company's stock ticker symbol will be changed to GDLF.

SFE has published an admission document (the "Admission Document") containing further information about the above proposals (the "Proposals") and notice convening a General Meeting of the Company to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD, on 15 December 2023 at 10.00 a.m. (London Time), inter alia, to approve the Acquisition and a waiver of Rule 9 of the Takeover Code in relation to the New Ordinary Shares to be held by certain of the Vendors and the share consolidation referred to above.

GL+

GL+ was founded in September 2021 offering a monthly membership that gives members access to daily prize draws providing members with potentially life changing prizes whilst simultaneously providing access to discounts and deals at members' favourite restaurants, cinemas, theme parks, gyms and more.  GL+'s goal is to become a leading player in the luxury prize draw industry along with the likes of Postcode Lottery and Omaze.

The membership base has seen significant growth over the last 12 months.  GL+ currently has over 21,000 active subscribing members, up by 138% from 8,800 12 months ago and generates around £210,000 in monthly recurring revenue ("MRR"). The MRR has increased by over 144% over the last 12 months.  The proceeds of the Subscription and Placing will allow for rapid customer acquisition and expansion, with the immediate aim of significantly growing the number of active members within 12 months. Various additional commercial relationships are under active discussion which, individually and in aggregate, have the potential to lead to rapid uptake of the subscription prize draw service offered by GL+. 

GL+ aims to reinvent the traditional prize draw experience, to create a far more current, transparent and interactive model, which is more in touch with the digital age.

In addition to its active members, Good Life+ currently has around 500,000 email subscribers, over 400,000 social media followers and 2,173 Five Star Trustpilot reviews.

Keith Harris, Chairman of Semper Fortis Esports, said:

"I am delighted to announce the proposed acquisition of GL+ and the associated Subscription and Placing. 

"With its mission to reinvent the winning experience by offering everyone a shot at the "good life" and to revolutionise the prize draw sector by providing a more exciting, transparent and current offering with improved odds of winning facilitated through a monthly membership that also has member benefits, GL+ has seen significant growth over the last 12 months and currently has over 21,000 active members, generating around £210,000 in monthly recurring revenue.

"We believe GL+ is a hugely dynamic business, led by an extremely ambitous  management team, which is capable of significant growth, and that the Acquisition presents the Company and its Shareholders with an exciting opportunity to invest in a new and disruptive daily prize draw business with significant upside potential."

On completion of the Acquisition, Charlie Chadd will become Chief Executive, Joseph Chadd will become an Executive Director and both John Taylor and John Gordon will join the Board as Non-Executive Directors. On Admission Max Deeley, the current Finance Director, will step down from the Board.

Brief biographical details of each Proposed Director is set out below:

Charlie Tony Chadd (aged 31), Proposed Chief Executive Officer

After graduating with an economics degree from Nottingham, Charlie Chadd worked at TLS Investments, a premium residential and commercial development practice based in London while completing a MSc in Real Estate and Finance at Reading University. Whilst working at TLS, Charlie gained expertise in digital marketing, launching marketing campaigns on Facebook, meeting potential buyers and selling over £1.5 million in new build flats.

In 2017 Charlie launched Borough Studios, a Co-Working space in Borough, London. With a four-year lease on a derelict print warehouse, he fitted it out and used digital marketing to advertise the space online. The space ran at full capacity from launch, providing over 200 desks for young businesses in Central London and was profitable from Year 2.

In the final year of the lease, Charlie launched Good Life with his brother Joseph Chadd. They pivoted to a subscription model in 2021 and launched Good Life+.

Charlie oversees all elements of business strategy, product, marketing and finances.

Joseph George Chadd (aged 33), Proposed Executive Director

After graduating from Exeter University, Joseph joined the equity trading desk of The Royal Bank of Scotland on the Investment Banking Graduate scheme. He subsequently moved to the FX Trading desk of JP Morgan.

In late 2012 Joseph started an automotive business, Prestige Cars Kent, which is now in the top thirty independent UK Car Dealerships based on turnover and is Kent's largest independent prestige car dealership with 75 full time members of staff. In 2022 it reached a turnover of £50 million.

He founded Good Life with his brother, Charlie, and was instrumental in the decision to re-launch the Good Life+ brand on a subscription basis in 2021.

Joe is heavily involved in overseeing commercial activity and making sure the business has the capital it needs to grow.

John Gordon (age 39), Proposed Non-executive Director

John is the CEO and Co-Founder of Incentive Games, a B2B software provider specialising in customer acquisition, retention and monetisation through delivering engaging and fun software solutions with the ability to cross-sell other products and strategically drive traffic, improving its clients' customer monetisation and driving business growth. Incentive Games' clients include Bet365, FanDuel, Live score and more.

Prior to founding Incentive Games, John was a Chemical Engineer with Mitsui Babcock, Wood Group and WorleyParsons.

John Edward Taylor (age 51), Proposed Non-executive Director

John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent 18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 in the rank of Lieutenant Colonel. Between 2013 and 2015 he was a senior strategic communications officer for the Ministry of Defence.

John is Chairman of Asimilar Group plc, an AQSE-quoted investing company focused on high growth potential companies in the disruptive technology space, a Non-Executive Director of TAP Global plc, an AQSE Growth Market provider of fiat banking and crypto settlement servies, and a non-executive director of BrandShield Systems Plc, a brand protection software business previously listed on AIM. He is also a Director of IamFire Plc, an AQSE listed investing company focused on investing in social commerce opportunities.  He is a former non-executive director of AIM quoted Pathfinder Minerals Plc, a mineral sands company, Sabien Technology Group plc, an AIM quoted provider of energy reduction technologies and Bidstack Group Plc, the AIM quoted in-game advertising company.

Proposed Directors' Disclosures

In addition to directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered outside England and Wales) or have been partners in the following partnerships within the five years prior to the date of this Document:

Save as disclosed above none there is no further information about the Proposed Directors which is required to be disclosed pursuant to Rule 4.9 of the rules of the Access segment of the AQSE Growth Market.

A General Meeting of the Company to approve the Acquisition and the other proposals has been convened for 10.00 a.m. (London Time) on 15 December 2023 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD .  If the resolutions put to the General Meeting are approved by shareholders, it is expected that the Enlarged  Share Capital will be admitted to AQSE and dealings in the Company's shares will commence on or around 18 December 2023.

Further information on the Proposals is set out in the Admission Document which is currently available on the Company's website: www.smpr.gg, and will be available at www.goodlifeplus.co.uk from Admission.

Enquiries:

Words and expressions used in this announcement, unless the context otherwise requires, shall have the same meaning as in the Admission Document

Important Notices

This announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any ordinary shares in the capital of the Company ("Ordinary Shares"), 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, any contract therefore. In particular, this document does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by Section 102B of FSMA.

Peterhouse Capital Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") and is a member of the London Stock Exchange and is acting exclusively for the Company and no one else in connection with the Acquisition, Subscription and Admission (the "Proposals") and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Proposals or for any transaction or arrangement referred to in this document or in relation to the contents of this document or any other matter. Peterhouse's responsibilities as an AQSE Company's Corporate Adviser are set out in the Corporate Adviser Handbook. Neither Peterhouse nor any of its connected persons or their respective professional advisers has authorised the contents of this document.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies.

Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those variations or comparable expressions, including references to assumptions.

The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Company are specifically described in Part III of the Admission Document headed "Risk Factors". If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

These forward-looking statements are made only as at the date of this announcement. Neither the Existing Directors, Proposed Directors, the Company or any other person or entity involved with this announcement undertakes any obligation to update forward-looking statements or Risk Factors other than as required by law or the AQSE Growth Market Access Rulebook whether as a result of new information, future events or otherwise. However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Overseas Shareholders

This announcement does not constitute an offer to sell, or a solicitation to buy Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this announcement is not, subject to certain exceptions, for distribution in or into the United States, Canada, Australia, the Republic of South Africa or Japan. The Ordinary Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States, Canada, Australia, the Republic of South Africa or Japan or to any national, citizen or resident of the United States, Canada, Australia, the Republic of South Africa or Japan. The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peterhouse that would permit a public offer of Ordinary Shares or possession or distribution of this announcement where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Holding Ordinary Shares may have implications for overseas Shareholders under the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

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