NFT Investments plans £96M acquisition of Pluto Digital

NFT Investments (AQSE:NFT) has entered into a non-binding letter of intent (LOI) for the acquisition of Pluto Digital PLC, a crypto technology and venture company, for a consideration of £96 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.

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 £96 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 £5 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.

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.

NFT Investments will suspend trading on the Access segment of the AQSE Growth Market until the proposed acquisition of Pluto is completed.

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